(*****) Confidential Treatment Requested
        The redacted material, separately filed with the Commission.



                                   CONFIDENTIAL
                                  --------------

                                   TRANSCENDTM


                              AMENDED AND RESTATED

                            PROGRAM ENROLLMENT TERMS


     These Amended and Restated Program Enrollment Terms (the "Amended PET") are
made by and between WorldCom Network Services,  Inc. d/b/a WilTel ("WilTel") and
Excel  Telecommunications,  Inc.  ("Customer") and are a part of their agreement
for switched  services,  more  particularly  identified as TSA #EXC-960415  (the
"TSA").  In accordance  with the TSA,  charges to Customer for Service  obtained
thereunder shall be subject to the charges and discounts set forth below and the
TSA shall be deemed to include all of the terms and conditions set forth herein.
The TSA, this Amended PET and the Service Schedule are collectively  referred to
as the "Agreement".

1.   PRIOR AGREEMENTS:

     (A)  The parties  acknowledge  that they previously  executed those certain
          TRANSCEND  Program  Enrollment  Terms  dated as of May 31,  1996  (the
          "Prior  PET").  As of the  Effective  Date (as  defined  in  Section 2
          below),  the parties agree that the Prior PET shall be canceled in its
          entirety  and of no  further  force or effect  with the  exception  of
          certain  accrued  obligations  arising under the Prior PET such as the
          payment  of money or  application  of  credits  accruing  prior to the
          Effective  Date.  Further,  as of  the  Effective  Date,  all  Service
          currently  being  provided   Customer  under  the  Agreement  will  be
          provisioned and maintained by WilTel taking into account the terms and
          conditions of this Amended PET.

     (B)  The  parties  further  acknowledge  that  there  exists  that  certain
          TRANSCEND  Telecommunications  Services  Agreement  between WilTel and
          Telco Communications Group, Inc.  (processor-in-interest  to Customer;
          "Telco")  including those certain Program  Enrollment  Terms,  Service
          Schedule,  Amendment  No. 1 and  Amendment  No. 2  (collectively,  the
          "Prior Telco  Agreement").  As of December 1, 1997,  the parties agree
          that the Prior Telco  Agreement  shall be canceled in its entirety and
          of no further  force or effect with the  exception of certain  accrued
          obligations  arising  under  the  Prior  Telco  Agreement  such as the
          payment of money or application of credits  accruing prior to December
          1, 1997.  Further, as of December 1, 1997, all Service currently being
          provided  Customer under the Prior Telco Agreement will be provisioned
          and maintained by WilTel under this Agreement  taking into account the
          terms  and   conditions  of  this  Amended  PET,   including   without
          limitation, the rates and charges set forth herein.

2.   SERVICE TERM: The parties agree to substitute Subsection 1(a) of the TSA to
     read in its entirety as follows:

     (A)  Effective  Date:This  Agreement  shall commence as of October 16, 1997
          (the "Effective  Date") and shall continue through and include May 30,
          2000 (the  "Initial  Service  Term").  Upon  expiration of the Initial
          Service Term, this Agreement shall automatically  renew for successive
          one (1) year terms  ("Extension  Periods"),  unless either party gives
          ninety  (90)  days'  written  notice  prior to the  expiration  of the
          Initial Service Term or any Extension Period. Customer shall be liable
          for all  charges  associated  with  actual  usage of the  Services  in
          question during the Service Term and any extension thereof.

3.   RATES:  Rates for Services  hereunder  will be  generally  comprised of the
     following  charges,  if  applicable:  (i) local  exchange  company  ("LEC")
     charges (including without limitation,  access charges, egress charges, SMS
     800 queries, etc.), (ii) domestic transport charges (i.e., transport within
     the continental United States), (iii) if applicable, Non-Mainland transport
     charges or International  transport charges, and (iv) applicable surcharges
     (e.g.,  directory  assistance).  For illustration  purposes only,  attached
     hereto are examples of how the various  charges are applied based solely on
     the assumptions and information shown therein.

     (A) DOMESTIC TRANSPORT CHARGES.

          (1) "Domestic Transport Charges" are based on the location (i.e., Tier
          A, Tier B or Tier C) of the originating  and terminating  local access
          transport areas ("LATAs")  (excluding TRAVEL CARD Service).  A list of
          the  LATAs  comprising  Tier A,  Tier B and  Tier C LATAs  is shown on
          Schedule  "1"  attached  hereto and  incorporated  herein by reference
          which  Schedule  "1" may be amended  from time to time by WilTel.  The
          Domestic  Transport  Charge  will  be  assessed  on all  completed  or
          answered  calls  and will be  based  upon the  number  of  originating
          seconds. Transport Charges will be billed in six-second increments and
          will be subject to a six-second  minimum charge.  The Transport Charge
          for each Tier (the "Tier  Charge")  relative to each  Service is shown
          below:

          (2) The Tier Charges for interstate  SWITCHED  ACCESS Service and both
          interstate and intrastate  DEDICATED ACCESS Service calls  (regardless
          of time of day) within the continental  United States are shown below.
          With  respect  to  interstate   SWITCHED   ACCESSS  Service  and  both
          interstate  and intrastate  DEDICATED  ACCESS Service calls within the
          continental  United  States,  the  Domestic  Transport  Charge will be
          comprised of an originating tier Charge and a terminating Tier Charge.
          Example: Assume a call originates in a Tier A LATA and terminates in a
          Tier B LATA.  The  Transport  Charge will be (*****)  comprised of the
          originating  Tier  Charge  (*****)  and the  terminating  Tier  Charge
          (*****).

          (i)      BASE RATES - Day

                        Tier A            (*****)
                        Tier B            (*****)
                        Tier C            (*****)

          (ii)     BASE RATES - Nonday

                        Tier A            (*****)
                        Tier B            (*****)
                        Tier C            (*****)

          The Table  below  shows the total Tier  Charges  for  SWITCHED  ACCESS
          Service and  DEDICATED  ACCESS  Service  calls taking into account the
          various originating tiers and terminating tiers.

          (iii)    BASE RATES - Day

                               Tier A        Tier B         Tier C
                   Tier A      (*****)       (*****)        (*****)
                   Tier B      (*****)       (*****)        (*****)
                   Tier C      (*****)       (*****)        (*****)

          (iv)     BASE RATES - Nonday

                               Tier A         Tier B         Tier C
                   Tier A      (*****)        (*****)        (*****)
                   Tier B      (*****)        (*****)        (*****)
                   Tier C      (*****)        (*****)        (*****)

          With respect to calls from the  continental  United  States to Alaska,
          Hawaii,  Puerto  Rico,  the United  States  Virgin  Islands and Canada
          ("Non-Mainland"),  or  to an  International  locations,  the  Domestic
          Transport Charge will be comprised of the applicable  originating Tier
          Charge and the terminating Tier Charge which will be deemed to be Tier
          A. With  respect to 800 calls (and 1+ calls from  Hawaii  only) from a
          Non-Mainland  location to the continental  United States, the Domestic
          Transport  Charge will be  comprised  of the  originating  Tier Charge
          which will be deemed to be Tier A and the applicable  terminating Tier
          Charge.

          (3) The Tier Charges for  Intrastate  SWITCHED  ACCESS  Service  calls
          regardless  of time of day) are shown on Schedule "2" attached  hereto
          and incorporated  herein by reference ("Special  Intrastate  Charges")
          which Special  Intrastate Charges are subject to the Discount shown in
          subsections 4(F) and 4(G), whichever is applicable. At any time during
          the Service Term,  Customer may elect to modify all of its  intrastate
          SWITCHED  ACCESS  Service Tier  Charges to the Tier  Charges  shown in
          Subpart (2) above all of which charges will be subject to the Discount
          shown in Subsection  4(E) below.  In such cases the effective date for
          the  change  in all such  charges  will be the  first day of the month
          following at least thirty (30) days' prior written notice to WilTel.

          (4) The Tier Charges for Carrier TERMINATION Service calls (regardless
          of jurisdiction  or time of day) within the continental  United States
          or from the continental United States to an International location are
          shown below.  The Domestic  Transport  Charge will be comprised of the
          applicable  Tier  Charge  based  on the  Tier  to  which  the  call is
          terminated.
                                    Tier A           (*****)
                                    Tier B           (*****)
                                    Tier C           (*****)
<PAGE>
          (5) The  Tier  Charges  for  Carrier  800  ORIGINATION  Service  calls
          (regardless  of  jurisdiction  or time of day) within the  continental
          United States are shown below.  The Domestic  Transport Charge will be
          comprised of the  applicable  Tier Charge based on the Tier from which
          the call is originated.
                                    Tier A           (*****)
                                    Tier B           (*****)
                                    Tier C           (*****)

          (6) With respect to Directory  Assistance calls within the continental
          United  States and to Canada,  the domestic  Transport  Charge will be
          comprised  of  the   applicable   originating   Tier  Charge  and  the
          terminating Tier Charge which will be deemed to be Tier A.

     (B) NON-MAINLAND TRANSPORT CHARGES.

          (1) With respect to calls originating in the continental United States
          and  terminating  to  a  Non-Mainland  location  (including  directory
          assistance  calls to Canada),  the following  "Non-Mainland  Transport
          Charges" will apply in additional to any applicable Domestic Transport
          Charge as described in Subsection 3(A) above:

               Non-Mainland Location     Non-Mainland Transport Charge

                     Alaska                          (*****)
                     Hawaii                          (*****)
                     Puerto Rico                     (*****)
                     US Virgin Islands               (*****)
                     Canada                          (*****)

          (2)  With  respect  to 800  calls ( and 1+  calls  from  Hawaii  only)
          originating  from  a  Non-Mainland  location  and  terminating  to the
          continental  United  States,  the  following   Non-Mainland  Transport
          Charges will apply in addition to any  applicable  domestic  Transport
          Charge as described in Subsection 3(A) above:

               Non-Mainland Location     Non-Mainland Transport Charge

                     Alaska                        (*****)
                     Hawaii                        (*****)
                     Puerto Rico                   (*****)
                     US Virgin Islands             (*****)
                     Canada                        (*****)


     (C) INTERNATIONAL TRANSPORT CHARGES.

         Commencing  as  of  December  1,  1997,  with  respect  to  calls
         originating in the  continental  United States and terminating to
         an  International  location  (i.e.,  other  than  a  Non-Mainland
         location),  Customer's  "International  Transport Charge" will be
         those  charges   shown  on  Schedule  "3"  attached   hereto  and
         incorporated  herein  by  reference.  Prior to  December 1, 1997,
         Customer's International Transport Charge  shall be those charges
         in effect as of the Effective Date described in Section 2 of this
         amended PET.

     (D)  LEC CHARGES.

          (1) "LEC Charges"  include Access Charges,  Egress Charges and SMS 800
          queries.  "Access  Charges" and "Egress  Charges" are per minute costs
          reasonably  calculated  by WilTel in  accordance  with this  Agreement
          between the applicable WilTel point of presence and the terminating or
          originating  point,  and rated at the applicable end office  (NPA-NXX)
          level using switched tandem access rates and charges (excluding TRAVEL
          CARD  Service).  Director  Assistance  calls will only be assessed the
          applicable  Access  Charge.  Customer  will also pay  WilTel a (*****)
          administrative  charge  which is assessed  on the total of  Customer's
          monthly  LEC  Charges  (the  "Administrative  Fee").  The  NPA-NXX  is
          generally identified by the end user's automated number identification
          ("ANI");  provided,  however,  in the event there is not an identified
          originating  ANI,  the  NPA-NXX  will be  assigned  based on  WilTel's
          originating trunk group. The terminating NPA-NXX will be identified by
          the dialed  number;  provided,  however,  in the event there is not an
          identified  dialed  number,  the  NPA-NXX  will be  assigned  based on
          WilTel's terminating trunk group.

          (2) The per  minute  rates  utilized  by  WilTel  in  determining  the
          applicable  Access  Charges and Egress  Charges are  described  in the
          local exchange carrier's ("LECs") applicable tariffs and are exclusive
          of any discounts based on minute or term commitments. In the event the
          LECs provide  discounts  which  Customer would receive based solely on
          its  own  traffic,  and  such  discounts  have a  material  effect  on
          Customer's total charges for Services provided  hereunder,  WilTel and
          Customer agree to negotiate in good faith  concerning the  calculation
          of all LEC  charges to reflect the  charges  Customer  would pay based
          solely on Customer's  usage. The Access Charges and Egress Charges may
          include,  without  limitation,  the components and elements  described
          below;  provided,  however,  the  terminology  with  respect  to these
          components  and elements may vary among LECs.  The Access  Charges and
          Egress Charges will be calculated  taking into effect whether the call
          is  interstate,  intrastate  or  intraLATA,  the direction of the call
          (i.e.,  whether  originating  or  termination),  whether  the  call is
          premium or non premium (if  applicable),  the mileage,  the meet point
          (if applicable)  and the call type (i.e., 1+ or 800).  WilTel may also
          apply any other  rating  elements  which are  assessed  by the LECs or
          third parties (e.g.,  regulatory fee assessments or  non-standard  LEC
          access components) whether such charges are based per access line, per
          business line, per market share,  per call, etc.  (e.g.,  the Arkansas
          Carrier Common Line charge which is assessed by a regulatory  body and
          allocated  to the LECs)  (collectively,  the  "Other  Charges").  Upon
          reasonable  request by Customer,  WilTel  agrees to  substantiate  how
          WilTel  calculated  the cost per  minute  with  respect  to the  Other
          Charges.  With  respect  to  those  LECs  utilizing  a  "time  of day"
          differential (i.e., Day/Nonday, Day/Evening/Night,  etc.), WilTel will
          only use the "Day" rate provided by the LECs.

          Component                          Elements
          ----------                         ---------

          Carrier Common Line                Originating
                                             Terminating

          End Office                         Local Switching
                                             Equal Access Recovery
                                             Information Surcharge

          Local Transport                    Termination
                                             Tandem Switching
                                             Facility
                                             Interconnection

          Entrance Facility                  DS-3  (month-to-month electrical)
                                             Multiplexer (3/1 month-to-month)

          (3) The Access Charges and Egress  Charges are generally  applied on a
          per minute basis except for (i) the Local  Transport  Facility  charge
          which is based on minutes and mileage,  and (ii) the Entrance Facility
          rate and  Multiplexer  rate  which are flat  monthly  rates  which are
          converted  by  WilTel  to a cost  per  minute  basis by  dividing  the
          applicable  DS-3  flat  rate or the  Multiplexer  rate as found in the
          applicable LEC tariff by (****).  WilTel reserves the right to convert
          any other flat rates assessed by the LECs into per minute charges. Any
          per  minute  charges  determined   hereunder  will  be  added  to  the
          applicable  Access Charges and Egress Charges.  Upon thirty (30) days'
          prior  written  notice,  WilTel  may also  charge  Customer  for other
          charges  it  is  assessed   by  any  LEC  or  the  SMS  800   database
          administrator for 800 number service (e.g.,  National Exchange Carrier
          Association (NECA) charges,  etc.),  excluding any charges incurred by
          WilTel solely for the purpose of maintaining its network.

                 Example: Assume the applicable LEC tariffed rate (i)
                 for entrance facility charges  is (*****)  per DS-3, and (ii)
                 for muxing is (*****)  per 3/1 mux. The Entrance Facility
                 rate  will be (********), (********),  and the Multiplexer
                 rate will be (*****).

          (4) Access  Charges will commence when the call is originated and will
          end when the call is  disconnected.  Customer will be assessed  Access
          Charges even if a call is not completed.  Egress Charges will commence
          when the call is answered and will end when the call is  disconnected.
          Access  Charges  and Egress  Charges  will not apply  with  respect to
          dedicated access originations or terminations, respectively.

     (E)  TRANSCENDTM MANAGER.

     WilTel agrees to provide Customer,  at no cost to Customer, a windows-based
     software program entitled "TranscendTM  Manager" which will include,  among
     other  things,  the Transcend  Database (as  described  herein) and various
     management reports. The "TranscendTM  Database" will contain the applicable
     Access Charges and Egress Charges  reasonably  calculated by WilTel at each
     LEC end office.  The  Database  will be updated  periodically  to take into
     account any tariff changes by the various LECs ("Tariff  Changes").  Tariff
     Changes received by WilTel on or before the fifteenth (15th) day of a month
     and  effective as of the first day of the  following  month or  thereafter,
     will be incorporated into the TranscendTM  Database by the first day of the
     month  following  WilTel's  receipt thereof or the date such Tariff Changes
     are effective, whichever is later.

     (F)  DIRECTORY ASSISTANCE SURCHARGE.

     Directory  assistance  calls  in the  continental  United  States  will  be
     assessed a  surcharge  of (*****) in addition  to any  applicable  Domestic
     Transport   Charge  as  described  in  Subsection  3(A)  above.   Directory
     assistance  calls to Canada  will be  assessed  a  surcharge  of (*****) in
     addition  to any  applicable  Domestic  Transport  Charge as  described  in
     Subsection 3(A) above and the applicable  Non-Mainland  Transport Charge as
     described in Subsection 3(B) above.

     (G)  TRAVEL CARD SERVICE RATES.

          (1) Basic  Interstate  TRAVEL CARD Service  Rates Per Minute:  (*****)
          Day, (*****) Nonday.

          (2) Basic Intrastate TRAVEL CARD Service Rates Per Minute [NOT SUBJECT
          TO DISCOUNT]:  SEE ATTACHED  INTRASTATE  SWITCHED ACCESS RATE SCHEDULE
          FOR BASIC TRAVEL CARD SERVICE.

          (3) International TRAVEL CARD Service Rates Per Minute [NOT SUBJECT TO
          DISCOUNT]:  SEE ATTACHED  INTERNATIONAL  SWITCHED ACCESS RATE SCHEDULE
          FOR BASIC TRAVEL CARD SERVICE. International TRAVEL CARD Service calls
          from the domestic United States to International locations (other than
          Canada) are subject to a surcharge of (*****) per call.

          (4) TRAVEL  CARD  Service  Rates Per Minute from the  domestic  United
          States to Canada  [NOT  SUBJECT TO  DISCOUNT]:  (*****)  Day,  (*****)
          Nonday.  TRAVEL CARD Service calls from the domestic  United States to
          Canada are subject to a surcharge of (*****) per call.

          (5) TRAVEL CARD  Service  Rates Per Minute from Canada to the domestic
          United States [NOT SUBJECT TO DISCOUNT]:  (****) Day,  (*****) Nonday.
          TRAVEL CARD Service  calls from Canada to the domestic  United  States
          are subject to a surcharge of (*****) per call.

          (6) Enhanced  TRAVEL CARD Service  Pricing [NOT SUBJECT TO  DISCOUNT]:
          Enhanced  features  to  the  TRAVEL  CARD  Service  are  available  as
          described  in the attached  schedule for Enhanced  TRAVEL CARD Service
          Pricing.

          (7) TRAVEL CARD Service Discount: (*****).

4.   DISCOUNTS:

     (A) For purposes of this  Agreement,  Customer's  "Monthly  Revenue Level":
     will be comprised of Customer"s  gross (i.e.,  prior to the  application of
     any discounts)  (i) Transport  Charges (i.e.,  Domestic,  Non-Mainland  and
     International);  (ii) LEC charges (including Other Charges); (iii) Director
     Assistance   surcharges;   (iv)  TRAVEL  CARD  Service  charges;   (v)  the
     Administrative  Fee  described in Subsection  3(D) (1) above;  (vi) (*****)
     times   Customer's  first  (*****)  of  monthly   recurring   private  line
     interexchange  service charges  (including both domestic and international)
     from WilTel;  (vii)  (*****)  times  Customer's  second  (*****) of monthly
     recurring  private  line  interexchange  service  charges  (including  both
     domestic and  international)  from WilTel;  and, (viii) Customer's  monthly
     recurring  private  line  interexchange  service  charges  (including  both
     domestic  and  international)  from WilTel in excess of (*****)  Customer's
     Monthly  Revenue Level will not include any pro rata charges,  ancillary or
     special feature charges,  such as, Authorization codes or CDR Tapes, or any
     other charges other than those identified by the relevant WilTel invoice as
     monthly  recurring  private  line  interexchange  service  charges  or  the
     switched service charges specifically mentioned in this Subsection (A).

     (B) Commencing  with the Effective  Date and continuing  through the end of
     the Initial  Service Term,  Customer will receive the  applicable  discount
     percentages  (the  "Discount")  shown in subsections (C), (D), (E), (F) (if
     applicable) and (G)(if applicable) below. The discount will only be applied
     to Customer's  Domestic  Transport  Charges as described in Subsection 3(A)
     above  and  Customer's   Non-Mainland  Transport  Charges  to  Non-Mainland
     locations (excluding Canada).

     (C) TERMINATION Service: (*****).

     (D) 800 ORIGINATION Service: (*****).

     (E) SWITCHED  ACCESS Service and DEDICATED  ACCESS Service (1+ and 800)
      within the  continental  United States:  (*****).

     (F) Intrastate SWITCHED ACCESS Service excluding  California,  Florida, New
     York and Texas  (i.e.,  if the  Special  Intrastate  Charges  described  in
     Subsection 3 (A)(3) apply: (*****).

     (G) Intrastate SWITCHED ACCESS Service in California, Florida, New York and
     Texas (i.e., if the Special  Intrastate  Charges  described in Subsection 3
     (A)(3) apply):  (*****).

     (H) SWITCHED  ACCESS Service and DEDICATED  ACCESS Service to  Non-Mainland
     locations only (excluding Canada): (*****).

     (I)  During  the  Initial  Service  Term of the  Agreement  (including  any
     Extension  Periods),   accumulated  credits  derived  from  the  applicable
     Discounts will be applied in arrears  commencing  with the first day of the
     month  following the Effective  Date, that is, the Discount will be applied
     to those  charges as described in  Subsection 4 (B) above for the preceding
     month (the "Discount  Period").  The initial  Discount Period shall include
     any partial  calendar month following Start of Service,  or such other time
     basis as may be mutually determined by the parties.

     (J) Each  Discount  will  result in the  application  of a credit  obtained
     during the Discount  Period to the WilTel  invoice to Customer  relevant to
     the billed measured  Switched Service for the calendar month next following
     the  completion  of  each  Discount  Period,  provided  Customer  has  paid
     undisputed  charges (including any late fees, if applicable) for that month
     and has not  otherwise  been subject to a Suspension  Notice in  accordance
     with the  Agreement.  Failure  of  Customer  to comply  with the  foregoing
     provision shall result in no credit for the Discount Period in question.

5. CUSTOMER'S  COMMITMENT/DEFICIENCY  CHARGE:

     (A)  Commencing  as of May 31, 1996 and  continuing  through the end of the
     Initial  Service  Term  (the  "Commitment  Period"),   Customer  agrees  to
     maintain,  on a take-or-pay basis, in the aggregate a Monthly Revenue Level
     (as defined in  Subsection  4(A) above) of at least the amounts shown below
     by  the  end  of  the  periods  shown  determined  in  a  cumulative  basis
     (collectively, "Customer's Cumulative Commitment").

                       Period              Customer's Cumulative Commitment
                  ---------------          --------------------------------

                  End of Month 12                    (*************)
                  End of Month 18                    (*************)
                  End of Month 24                    (*************)
                  End of Month 30                    (*************)
                  End of Month 36                    (*************)
                  End of Month 42                    (*************)

     (B) In the event Customer does not achieve Customer's applicable Cumulative
     Commitment by the end of the  respective  Month  listed,  Customer will pay
     WilTel (*****) of the difference between Customer's  applicable  Cumulative
     Commitment  and  Customer's  actual  cumulative  Monthly  Revenue Level (as
     described in Subsection 4(A) (the "Deficiency Charge").  Provided, however,
     Customer may elect one (1) time during the Commitment Period to transfer up
     to $15,000,000 of any Deficiency Charge to the immediately following period
     in which case the applicable  Cumulative Commitment for said period will be
     deemed to include the transferred  Deficiency Charge amount. The Deficiency
     Charge will be due at the same time payment is due for Service  provided to
     Customer, or immediately in an amount equal to $900,000,000 less Customer's
     actual cumulative  Monthly Revenue Level if WilTel terminates the Agreement
     based on Customer's default.

     (C)  Commencing  as of October 16,  1997,  in  determining  if Customer has
     satisfied  Customer's  Cumulative  Commitments,  WilTel  agrees to  include
     Telco's  monthly  switched  service and private line charges from WilTel as
     such charges are further  defined in Subsection 4 (A) above in  calculating
     Customer's  Cumulative  Monthly Revenue Level.  Therefore,  with respect to
     October  1997,  WilTel  agrees to include  (i)  (*****) of Telco's  monthly
     recurring private line interexchange  charges from WilTel for October, 1997
     Service (i.e.,  Telco's private line invoice dated September 20, 1997), and
     (ii)  (*****)  of  Telco's  applicable  switched  charges  from  WilTel for
     October,  1997  Service  (i.e.,  Telco's  switched  service  invoice  dated
     November  1, 1997).  Thereafter,  WilTel  will  include  (*****) of Telco's
     applicable invoices.

6.   OTHER  AGREEMENTS:  In  consideration  of the rates and  discounts  offered
     hereunder to Customer as well as the unique and special  pricing  elements,
     Customer  acknowledges  and agrees  that this  Agreement  and the  Services
     described  herein may not be combined  with any other  products or services
     offered  by  WilTel,   WilTel's  parent  company  or  WilTel's  affiliates.
     Therefore, Customer acknowledges and agrees that:

     (A)  As  of  the  Effective  Date  of  this  Agreement,  (i)  all  switched
     telecommunications   services  ("Existing   Services")  offered  by  WilTel
     (formerly WilTel, Inc.), WilTel's parent company,  WorldCom, Inc. (formerly
     LDDS Communications, Inc.) or any of WilTel's affiliates, including without
     limitation,  IDB WorldCom Services,  Inc.  (hereinafter  referred to as the
     "WilTel  Group"),  which are currently  being provided  Customer (which for
     purposes  of  this  Section  6  will  include  Customer's  parent  company,
     Customer's  subsidiaries  and any other  entities under common control with
     Customer;  hereinafter  referred to as the  "Customer  Group")  pursuant to
     existing service agreements ("Existing Agreements") will be canceled and no
     longer in force or effect  except for charges or credits  due for  Existing
     Services rendered as of the Effective Date of this Agreement and provisions
     intended  to  survive   termination,   such  as  limitation  of  liability,
     indemnification  and  confidentiality,   and  (ii)  all  Existing  Services
     provided a member of the  Customer  Group by a member of the  WilTel  Group
     will be  provisioned  under  the terms and  conditions  of this  Agreement.
     Simultaneous with the execution of this Agreement, if applicable,  Customer
     shall cause all members of the Customer Group to agree to the  cancellation
     of such Existing  Agreements  and the provision of Existing  Services under
     the terms and conditions of this  Agreement and Customer  agrees to provide
     WilTel with reasonable documentation evidencing such agreement.

     (B) If Customer  acquires a third party  after the  Effective  Date of this
     Agreement,  and such third part has existing  agreement(s) with a member of
     the WilTel Group  (collectively  referred to as the "Existing  Agreements")
     for  the  provision  of  switched  telecommunications  services  ("Existing
     Services"),  then ninety (90) days  following the date of such  acquisition
     (or such  earlier  date  contained  in a written  notice  from  Customer to
     WilTel) (the "Transfer Date"), (i) the Existing Agreements will be canceled
     and no longer in force or effect except for commitments,  if any, contained
     in such  Existing  Agreements  and charges  and  credits  due for  Services
     rendered  prior  to the  Transfer  Date,  (ii)  Existing  Services  will be
     provisioned  under this  Agreement,  and (iii) the aggregate  commitment(s)
     (e.g.,  revenue,  volume,  minute,  etc.)  remaining  under  such  Existing
     Agreements,   if  any,   shall  be  added  on  a  pro  rata  basis  to  the
     commitment(s), if any, existing under this Agreement. Simultaneous with the
     closing of such  acquisition,  Customer will cause such third party and all
     of its affiliates who are parties to such Existing Agreements,  to agree to
     the cancellation of such Existing  Agreements and the provision of Existing
     Services  under the terms and  conditions  of this  Agreement  and Customer
     agrees to provide  WilTel with  reasonable  documentation  evidencing  such
     agreement.

          Example:  Assume (i) Customer's  Commitment as described in Subsection
          4(A)  above is  $500,000,  (ii)  there  are  twenty-four  (24)  months
          remaining in the Service Term of this  Agreement,  and (iii)  Customer
          acquires a third party who has an existing switched telecommunications
          services  agreement with a member of the WilTel Group which contains a
          minimum monthly revenue commitment of $250,000 and has ten (10) months
          remaining in the term of such agreement.  Customer's  "new" Commitment
          as described  in  Subsection  4(A) will be $604,166 for the  remaining
          twenty-four (24) months in the Service Term determined as follows:
         $500,000 + [($250,000 x 10)/24] = $500,000 +$2,500,000/24 =
         $500,000 + 104,166 = $604,166.

     (C) If Customer  merges or combines  with a third party after the Effective
     Date of this Agreement, and such third party has existing agreement(s) with
     a member  of the  WilTel  Group  (collectively  referred  to as the  "Other
     Existing  Agreements")  for the  provision  of switched  telecommunications
     services ("Other Existing  Services"),  then ninety (90) days following the
     date of such merger or  combination  (or such earlier  date  contained in a
     written  notice from  Customer  to WilTel)  (the  "Other  Transfer  Date"),
     Customer must elect to either (i) cancel this Agreement, or (ii) cancel the
     Other  Existing  Agreements  (hereinafter  referred  to  as  the  "Canceled
     Agreement").  In such  case,  (a)  charges  and  credits  due for  Services
     rendered under the Canceled Agreement prior to the Other Transfer Date will
     remain in full force and  effect,  (b) Other  Existing  Services  under the
     Canceled Agreement will be provisioned under the surviving  Agreement,  and
     (c the  aggregate  commitment(s)  (e.g.,  revenue,  volume,  minute,  etc.)
     remaining  under the Canceled  Agreement,  if any,  shall be added on a pro
     rata  basis to the  commitment(s),  if any,  existing  under the  surviving
     Agreement.  Simultaneous  with the closing of such  combination  or merger,
     Customer  will  cause such third  party and all of its  affiliates  who are
     parties such Other Existing  Agreements,  to agree to the  cancellation  of
     such Other Existing Agreements and the provision of Other Existing Services
     under the terms and  conditions  of the  surviving  Agreement  and Customer
     agrees to provide  WilTel with  reasonable  documentation  evidencing  such
     agreement.

     (D) If any member of the WilTel Group  acquires,  merges or combines with a
     carrier  with which  Customer  has a reseller  or  similar  type  agreement
     ("Other Carrier Agreement"),  Customer may elect to transition all services
     being  provided  under  the  Other  Carrier  Agreement  to this  Agreement.
     Provided, in such case, all remaining commitment(s) under the Other Carrier
     Agreement, if any, shall be added on a pro rata basis to the commitment(s),
     if any, existing under this Agreement.

7.   PIC PROCESS:  As long as Customer is directly  effecting  the charge of its
     End Users' primary  interexchange  carrier ("PIC Process"),  all provisions
     (or  portions thereof) concerning  such  PIC  Process   (including  without
     limitation,  Subsections  1(E),  2(C),  3(A),  3(B), 3(C) and 3(D) will not
     apply. Provided, however, if at any time during the Initial Service Term or
     any Renewal Period Customer requests WilTel to perform such PIC Process, in
     whole  or  in  part,  such  provisions  (or  portions   thereof)  shall  be
     applicable.

8.   SERVICE  REQUESTS:  The parties agree to add Subsection 1(F) to read in its
     entirety as follows:

     (F) CDRs  WilTel  is able to  collect,  partition  and  duplicate  at least
     4,000,000  billable  call detail  records  ("CDRs")  for  Customer per day.
     WilTel  agrees to archive  such CDRs for a period of eighteen  (18) months.
     WilTel   acknowledges  that  calls  associated  with  ANIs  which  are  not
     identified in WilTel's  database are  identified as "Casual  Calls" and are
     not billed by WilTel after fourteen (14) days.  Upon submission by Customer
     of an ANI for  processing,  WilTel  agrees to  provide  Customer  with call
     detail  record  information  associated  with  such ANI  which has not been
     previously billed by WilTel.

9.   CANCELLATION WITHOUT CHARGE: The parties agree to substitution Subsection 2
     (C) of the TSA to read in its entirety as follows:

     (C) Cancellation  Without Charge  notwithstanding  anything to the contrary
     contained in  Subsection  2(A) above,  Customer  may cancel this  Agreement
     without incurring any cancellation charge if WilTel materially breaches any
     of the warranties  described  below within the time frame  described or, if
     applicable,  fails to cure such breach  within any  applicable  cure period
     ("WilTel  Breaches").  Provided,  however,  with respect to WilTel Breaches
     described in Subparts (i), (iv) or (v),  Customer must give WilTel  written
     notice of such default and an  opportunity to cure such default within five
     (5) days of such notice. In the event WilTel fails to cure any such default
     within the five-day period on more than three (3) occasions  within any six
     (6) month  period,  WilTel will be deemed in breach of this  Agreement  and
     Customer  may cancel this  Agreement  without  incurring  any  cancellation
     charge.

          (i) WilTel agrees to materially  provide a long distance  network with
          transmission     quality    and    availability     consistent    with
          telecommunications  common  carrier  industry  standards,   government
          regulations and sound business practices.  In the event of a cable cut
          or other incident materially affecting WilTel's network, WilTel agrees
          to use  reasonable  efforts  to notify  Customer  within  thirty  (30)
          minutes;  provided,  however, WilTel's failure to notify Customer will
          not be deemed a breach of this Agreement by WilTel.

          (ii) When  measured  over a thirty (30) day period,  WilTel  agrees to
          materially  deliver call detail  records within (x)  twenty-four  (24)
          hours of each day's traffic at least seventy-five percent (75%) of the
          time, (y) forty-eight (48) hours at least ninety-five percent (95%) of
          the time, and (z) seventy-two (72) hours at least ninety-eight percent
          (98%) of the time  (collectively,  the  "Delivery  Standard").  In the
          event WilTel fails to materially  deliver call detail  records  within
          the  Delivery  Standard  on more than three (3)  occasions  within any
          twelve  (12) month  period,  WilTel  will be deemed to be in breach of
          this  Agreement  and  Customer  may  cancel  this  Agreement   without
          incurring any cancellation charge.

          (iii)WilTel  agrees to materially  process (x) SWITCHED ACCESS Service
          (1+) Service Requests within twenty-four (24) hours of receipt of such
          Service Requests,  (y) DEDICATED ACCESS Service (800) Service Requests
          within  five  days  (excluding   Sundays  and  nationally   recognized
          holidays)  of  receipt  of  such  Service  Requests,  and  (z)  within
          seventy-two  (72) hours of receipt of such  Service  Requests in cases
          where Customer's  Responsible  Organization (RESPORG) provides the 800
          number collectively,  the "Process Standard").  In the WilTel fails to
          materially  process Service  Requests  within the Process  Standard on
          more than  three (3)  occasions  within any  thirty  (30) day  period,
          WilTel will be deemed to be in breach of this  Agreement  and Customer
          may cancel this Agreement without incurring any cancellation charge.

          (iv) WilTel agrees that its network will be engineered to that no more
          than one call in one hundred  originating calls will be blocked during
          any hour.  WilTel  agrees to relieve  blockage  conditions by means of
          rerouting  terminating  traffic  to  an  off-network  provider  within
          twenty-four (24) hours from the time such blockage occurs.

          (v) WilTel  agrees to monitor its network  twenty-four  (24) hours per
          day,  seven (7) days a week and agrees to act on  problems  materially
          effecting  transmission  service  within  four (4) hours from the time
          Customer  notifies WilTel of a problem or WilTel identifies a problem.
          In the event Customer submits a "trouble ticket" identifying  specific
          trouble items,  Customer will have the ability to ascertain the status
          of such  trouble  ticket and must give  approval  before said  trouble
          ticket is closed.

          (vi) WilTel agrees that WilTel's  administrative  systems specifically
          related to CDRs and the  processing of ANIs under this  Agreement will
          be  available  at least  ninety-eight  percent  (98%) of the time when
          measured  over a thirty  (30) day  period  (excluding  downtime  every
          twenty-four  (24)  hours  between  10:00  p.m.  and 7:00  a.m.,  other
          scheduled  downtimes mutually agreeable to both parties,  and downtime
          for  new  load  implementation,  backups,  maintenance  and  unplanned
          outages)  ("WilTel's  Systems  Availability").  In the event  WilTel's
          Systems  Availability  is less  than  allowed  hereunder  (hereinafter
          referred to as a "Systems  Breach"),  Customer agrees to notify WilTel
          and WilTel agrees to notify  Customer  within  forty-eight  (48) hours
          after receiving Customer's notice that the underlying problem has been
          corrected ("Systems Cure Period"). Following WilTel's notice, WilTel's
          Systems Availability will not be lower than ninety-eight percent (98%)
          when  measured  over  the  following  7,  14,  21 and  30 day  periods
          thereafter.  In the event a Systems  Breach  is not cured  within  the
          Systems Cure Period (or after such  Systems  Cure Period  occurs again
          within the 7, 14, 21 or 30 day period thereafter),  on more than three
          (3)  occasions  within any twelve  (12) month  period,  WilTel will be
          deemed to be in breach of this  Agreement and Customer may cancel this
          Agreement without incurring any cancellation charge.

10.  FRAUDULENT  CALLS:  The parties agree to substitute  Subsection 4(B) of the
     TSA to read in its entirety as follows:

     (B) Fraudulent  Calls:  WilTel agrees to apply the same level of effort and
     utilize the same methods and  procedures to control long distance fraud for
     Customer's  long distance  traffic carried over the WilTel network that any
     member of the  WilTel  Group (as  defined in Section 6 of the PET) does for
     its own traffic.  WilTel  agrees to  diligently  pursue the  detection  and
     elimination of fraud utilizing, but not limited to, the detection/screening
     parameters, and methods listed below. The parties understand that there may
     be as much as three (3) hours between a fraud event and WilTel's  detection
     thereof and that there may be  occurrence  of fraud  which,  regardless  of
     WilTel's diligent efforts, may go undetected. All call records selected for
     fraud  screening  using the  parameters  stated  below are subject to fraud
     analyst's review,  judgment,  and discretion as to a decision whether fraud
     is actually occurring. Except to the extent WilTel fails to comply with the
     fraud control provisions set forth below through no fault of Customer,  (i)
     Customer shall indemnify and hold WilTel harmless from all costs,  expenses
     (including,  without limitation,  court costs and attorneys' fees), losses,
     damages,  liabilities,  demands,  charges,  penalties,  claims  or  actions
     arising  from  fraudulent  or  unauthorized  calls of any nature  which may
     comprise  from  fraudulent  or  unauthorized  calls of any nature which may
     comprise a portion of the Services;  and (ii) Customer shall not be excused
     from paying WilTel for Services provided to Customer or any portion thereof
     on  the  basis  that   fraudulent  or   unauthorized   calls   comprised  a
     corresponding portion of the Services.  Provided, however, WilTel agrees to
     reasonably  seek  forgiveness  of  payments  to the  extent  possible  from
     countries  (such  as  Guyana  and the  Dominican  Republic)  where  foreign
     telephone  companies have agreed to forego  payments for disputed calls (in
     the event WilTel does not reasonable seek for forgiveness, WilTel agrees to
     be  liable  for  such  disputed  calls).  In  the  event  WilTel  discovers
     fraudulent  or  unauthorized  calls  being  made  (or  reasonably  believes
     fraudulent or unauthorized calls are being made),  WilTel shall take action
     with prompt, subsequent notice that is reasonably necessary to prevent such
     fraudulent or unauthorized  calls from continuing to take place,  including
     without  limitation,  denying  Services to particular  ANIs or  terminating
     Services to or from specific locations.

          (i)   Call records with invalid authorization codes.

          (ii)  Call records with invalid PIN digits.

          (iii)Toll-free call records that are pay phone with a duration greater
          than 3600 seconds.

          (iv) Toll-free call records with a duration greater than 3600 seconds.

          (v)  Caribbean  call  records that are  Dominican  and have a duration
          greater than 3600 seconds.

          (vi) Call records that are domestic  (not  international)  and are not
          toll-free and have a duration greater than 4000 seconds.

          (vii)  International  call records  with a duration  greater than 3600
          seconds.

          (viii)Call  records  with  universal  access  numbers  for travel card
          services.

          (ix) Calls from ANI or  authcode  with a  duration  greater  than 4000
          seconds.

          (x)  Calls with non-zero information digits.

          (xi)  International  calls with an authcode or a FGB, or  authcodes on
          FGD if there are more than ten (10) calls  within one (1) hour or with
          a duration greater than 300 minutes.

          (xii)Call  records  made with an  authcode on FGB to area code 809, or
          authcodes that are on FGD if there are more than ten (10) calls within
          one (1) hour or with duration greater than 300 minutes.

          (xiii)Originating ANI with more than ten (10) calls totaling more than
          600 minutes.

          (xiv)WilTel acknowledges that it is capable of providing the following
          information  upon  reasonable  request  by  customer:  (w)  three  (3)
          threshold  alert levels  mutually  agreed to by the  parties,  (x) the
          number of calls from a specific  originating ANI,  destination number,
          international  country  code and  billing  number,  (y) the  number of
          billable minutes from a specific  originating ANI, destination number,
          international  country  code and billing  number,  and (z)  Customer's
          capability  to block and update the number  database with respect to a
          specific  ANI,  destination  number,  international  country  code  or
          billing number.

11.  BILLING  DISPUTES:  The parties agree to substitute  Subsections 5(A), 5(D)
     and 5(E) of the TSA to read in their entirety as follows:

     (A) Payment  WilTel  billings for Services  hereunder are made on a monthly
     basis (or such other  basis as may be  mutually  agreed to by the  parties)
     following  Start of  Service.  WilTel  agrees to  provide  monthly  summary
     billing  and  invoicing   information   with  identified   originating  and
     terminating  LATAs in order to allow  Customer to reconcile its monthly CDR
     billing records with CDRs delivered to Customer for such period. Subject to
     Subsection  5(D) below,  Services shall be billed at the rates set forth in
     the PET and  Service  Requests,  as the  case  may be.  Discounts,  if any,
     applicable  to the rates  for  certain  Services  are set forth in the PET.
     Customer will pay all  undisputed  charges  relative to each WilTel invoice
     for Services  within  forty-five (45) days of the invoice date set forth on
     each WilTel invoice to Customer ("Due Date"). If payment is not received by
     WilTel on or before the Due Date, Customer shall also pay a late fee in the
     amount of the lesser of one and  one-half  percent  (1 1/2%) of the  unpaid
     balance of the  charges  for  Services  rendered  per month or the  maximum
     lawful rate under applicable state law.

     (D)  Modification  of  Charges  During  the  Initial  Service  Term of this
     Agreement,  the Domestic Transport Charges (as described in Subsection 2(A)
     of the PET) and the administrative  charge (as described in Subsection 2(D)
     of the PET) will not be modified by WilTel. International Transport Charges
     may be modified based on WilTel's cost for such service.

     (E) Billing Disputes  notwithstanding the foregoing,  late fees shall apply
     (but shall not be due and payable for a period of one hundred  twenty (120)
     days  following the Due Date therefor) for amounts  reasonably  disputed by
     Customer,  provided Customer:  (i) pays all undisputed charges on or before
     the  Due  Date,   (ii)   presents  a  written   statement  of  any  billing
     discrepancies  to WilTel in reasonable  detail on or before the Due Date of
     the invoice in question, and (iii) negotiates in good faith with WilTel for
     the purpose of resolving  such  dispute  within said one hundred and twenty
     (120) day period. In the event such dispute is resolved in favor of WilTel,
     Customer  agrees to pay  WilTel  the  disputed  amounts  together  with any
     applicable late fees within ten (10) days of the  resolution.  In the event
     such  dispute is resolved in favor of  Customer,  Customer  will  receive a
     credit for the disputed  charges in question and the applicable  late fees.
     In the event the dispute  can not be  resolved  within such one hundred and
     twenty (120) day period (unless WilTel has agreed in writing to extend such
     period) all disputed  amounts  together with late fees shall become due and
     payable, and this provision shall not be construed to prevent Customer from
     pursuing any  available  legal  remedies.  WilTel shall not be obligated to
     consider any Customer notice of billing discrepancies which are received by
     WilTel more than one hundred and twenty (120) days  following  the Due Date
     of the invoice in question.

12. CREDIT:  The parties agree to substitute Section 6 of the TSA to read in its
entirety as follows:

     Credit.  Customer has received  credit approval from WilTel as described in
     that  certain  letter from Mr. Bob Vetera  (WilTel's  Director of Corporate
     Credit) to Mr. Craig Holmes  Customer's Vice President and Chief Accounting
     Officer), a copy of which is attached hereto as Attachment "1" (the "Credit
     Letter").  Provided  Customer's  accounts receivable balance to WilTel does
     not exceed $50,000,000  ("Customer's Credit Line"), WilTel will not require
     any further  security or assurances from WilTel for payments due hereunder.
     WilTel reserves the right, however, to require additional security or other
     assurances  from  Customer  with respect to payments  due  hereunder in the
     event Customer's Credit Line exceeds $50,000,000.

13.  CREDITWORTHINESS:  The parties agree to substitute  Section 7 of the TSA to
read in its entirety as follows:

     Creditworthiness.   During  the  Initial  Service  (including  any  Renewal
     Periods)  Customer  agrees  to  provide  WilTel  with  quarterly  financial
     statements. If at any time there is a material adverse change in Customer's
     creditworthiness  as specifically  defined herein,  then in addition to any
     other  remedies  available  to  WilTel,  WilTel  may  elect,  in  its  sole
     discretion,  to exercise one or more of the following  remedies:  (i) cause
     Start of Service for Services  described in a previously  executed  Service
     Request  to be  withheld;  (ii)  cease  providing  Services  pursuant  to a
     Suspension  Notice in accordance with Section 5(F); (iii) decline to accept
     a Service Request or other requests from Customer to provide Services which
     WilTel may  otherwise  be  obligated to accept  and/or (iv)  condition  its
     provision  of Services or  acceptance  of a Service  Request on  Customer's
     assurance  of  payment  which  shall be a deposit  or such  other  means to
     establish  reasonable  assurance of payment.  One or more of the  following
     shall constitute an material adverse change in Customer's creditworthiness:
     (i) Customer's  material default of its obligations to WilTel under this or
     any other  agreement  with WilTel which is not cured within any  applicable
     cure  period;  (ii)  failure  of  Customer  to  make  full  payment  of all
     undisputed  charges due hereunder on or before the Due Date on three (3) or
     more  occasions  during any period of twelve  (12) or fewer  months;  (iii)
     acquisition  of Customer  (whether  in whole or by majority or  controlling
     interest) by an entity which is  insolvent,  which is subject to bankruptcy
     or  insolvency  proceedings,  which owes past due  amounts to WilTel or any
     entity  affiliated  with WilTel;  or, (iv)  Customer's  being subject to or
     having  filed  for  bankruptcy  or  insolvency  proceedings  or  the  legal
     insolvency of Customer.

14. REMEDIES FOR BREACH: The parties agree to substitute Section 8 of the TSA to
read in its entirety as follows:

     Remedies for Breach.  In the event  Customer is in material  breach of this
     Agreement,  including  without  limitation,  failure to pay all  undisputed
     charges due hereunder by the  applicable Due Date or the date stated in the
     Suspension Notice described in Subsection 5 (F) above,  provided WilTel has
     issued Customer at least two (2) 10-day Suspension  Notices as described in
     Subsection 5(F) above,  WilTel shall have the right,  after giving Customer
     five (5) days prior notice and  opportunity  to cure, to (i) terminate this
     Agreement;  (ii) withhold billing  information from Customer;  and/or (iii)
     contact the End Users (for whom calls are originating and terminated solely
     over facilities  comprising the WilTel network)  directly and bill such End
     Users  directly  until  such time as  WilTel  has been paid in full for the
     amount  owed by  Customer.  If Customer  fails to make  payment by the date
     stated in the Suspension Notice and WilTel,  after giving Customer five (5)
     days prior notice, terminates this Agreement as provided in this Section 8,
     such  termination  shall not relieve  Customer  for  payment of  applicable
     cancellation charges as described in Section 2 above.

15.  WARRANTY:  The parties agree to substitute  Section 9 of the TSA to read in
its entirety as follows:

     Warranty.  WilTel will provide a long  distance  network with  transmission
     quality and availability consistent with telecommunications  common carrier
     industry  standards,  government  regulations and sound business practices.
     WILTEL MAKES NO OTHER  WARRANTIES  ABOUT THE SERVICES  PROVIDED  HEREUNDER,
     EXPRESS  OR  IMPLIED,  INCLUDING  BUT  NOT  LIMITED  TO,  ANY  WARRANTY  OF
     MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

16. FORCE MAJEURE: The parties agree to substitute Section 11 of the TSA to read
in its entirety as follows:

     Force Majeure. If WilTel's  performance of this Agreement or any obligation
     hereunder is prevented,  restricted or interfered with by causes beyond its
     reasonable  control  including,  but not  limited  to,  acts of God,  fire,
     explosion,  vandalism,  storm or other similar occurrence,  any law, order,
     regulation,  direction,  action or request of the United States government,
     or state or local governments,  or of any department,  agency,  commission,
     court, bureau, corporation or other instrumentality of any one or more such
     governments,  or of  any  civil  or  military  authority,  or  by  national
     emergency,  insurrection,  riot, war,  strike,  lockout or work stoppage or
     other labor difficulties (excluding WilTel's labor force and personnel), or
     supplier failure, shortage, breach or delay (a "Force Majeure Event"), then
     WilTel shall be excused from such  performance on a day-to-day basis to the
     extent of such  restriction  or  interference.  WilTel shall use reasonable
     efforts  under  the  circumstances  to  avoid  or  remove  such  causes  or
     nonperformance  and shall  proceed  to  perform  with  reasonable  dispatch
     whenever such causes are removed or cease. In the event WilTel is unable to
     restore  Service  within  five (5) days  after  the  occurrence  of a Force
     Majeure Event as described herein, Customer may cancel the affected Service
     and  WilTel  and  Customer  agree to  negotiate  in good  faith  concerning
     Customer's minimum monthly commitment, if any, described in the PET.

17. FORUM:  The parties agree to substitute  Subsection 20(B) of the TSA to read
in its entirety as follows:

     (B) Forum.  Any legal action or proceeding  with respect to this  Agreement
     may be brought in the  Courts of (i) the State of  Oklahoma  in and for the
     County of Tulsa or the United  States of America for the Northern  District
     of Oklahoma,  or (ii) the State of Texas in and for the County of Dallas or
     the  United  States of  America  for the  Northern  District  of Texas.  By
     execution of this Agreement, both Customer and WilTel hereby submit to such
     jurisdiction,  hereby  expressly  waiving whatever rights may correspond to
     either  of  them  by  reason  of  their  present  or  future  domicile.  In
     furtherance of the  foregoing,  Customer and WilTel hereby agree to service
     by U.S. Mail at the notice addresses referenced in Section 15. Such service
     shall be deemed  effective  upon the earlier of actual receipt or seven (7)
     days following the date of posting.

18.  ACCOUNTING  CODES:  Notwithstanding  anything to the contrary  contained in
Section 14 of the Service  Schedule  dated as of May 31, 1996,  WilTel agrees to
(**********) for verified or non-verified accounting codes.

          IN WITNESS  WHEREOF,  the  parties  have  executed  these  Amended and
     Restated Program Enrollment Terms on the date first written above.


WORLDCOM NETWORK SERVICES, INC.             EXCEL TELECOMMUNICATIONS, INC.
d/b/a WilTel

By: /s/Charles M. Cole III                By: /s/Thomas A. Marino
   ---------------------------------          --------------------------------
    (Signature)                               (Signature)

   CHARLES M. COLE III                        THOMAS A. MARINO
   ---------------------------------          --------------------------------
    (Print Name)                              (Print Name)

   Vice President, Carrier Sales              Executive Vice President
   ---------------------------------          --------------------------------
    (Title)                                   {Title}

   November 24, 1997                          November 21, 1997
   ---------------------------------          --------------------------------
    (Date)                                    (Date)

(*****) Confidential Treatment Requested
        The redacted material, separately filed with the Commission.
<PAGE>

                              WilTel - Proprietary

                   Not for use or disclosure outside WilTel
                         except under written agreement

                                   SCHEDULE 1

                                   TRANSCEND

                          Tier Locations Sorted by Tier
<TABLE>
<CAPTION>
                 LATA                                                           LATA
  Tier          Number                  LATA Name                Tier          Number                  LATA Name
---------- ----------------- --------------------------------- ---------- ----------------- --------------------------------
<S>        <C>               <C>                               <C>        <C>               <C>
   (*)           126         West Massachusetts MA                (*)           492         Baton Rouge, LA
   (*)           128         East Massachusetts MA                (*)           520         St. Louis, MO
   (*)           132         New York Metro NY                    (*)           521         Westphalia, MO
   (*)           222         Delaware Valley, NJ                  (*)           522         Springfield, MO
   (*)           224         North Jersey, NJ                     (*)           524         Kansas City, MO
   (*)           228         Philadelphia, PA                     (*)           532         Wichita, KS
   (*)           234         Pittsburgh, PA                       (*)           534         Topeka, KS
   (*)           236         Washington DC                        (*)           536         Oklahoma City, OK
   (*)           238         Baltimore, MD                        (*)           538         Tulsa, OK
   (*)           248         Richmond, VA                         (*)           540         El Paso, TX
   (*)           320         Cleveland, OH                        (*)           542         Midland, TX
   (*)           324         Columbus, OH                         (*)           550         Abilene, TX
   (*)           325         Akron, OH                            (*)           552         Dallas, TX
   (*)           326         Toledo, OH                           (*)           554         Longview, TX
   (*)           328         Dayton, OH                           (*)           560         Houston, TX
   (*)           330         Evansville, IN                       (*)           562         Beaumont, TX
   (*)           332         South Bend, IN                       (*)           628         Minneapolis, MN
   (*)           336         Indianapolis, IN                     (*)           632         Des Moines, IA
   (*)           340         Detroit, MI                          (*)           634         Davenport, IA
   (*)           358         Chicago, IL                          (*)           635         Cedar Rapids, IA
   (*)           426         Raleigh, NC                          (*)           644         Omaha, NE
   (*)           434         Columbia, SC                         (*)           652         Idaho ID
   (*)           438         Atlanta, GA                          (*)           656         Denver, CO
   (*)           440         Savannah, GA                         (*)           658         Colorado Springs, CO
   (*)           442         Augusta, GA                          (*)           660         Utah, UT
   (*)           446         Macon, GA                            (*)           664         New Mexico, NM
   (*)           452         Jacksonville, FL                     (*)           668         Tucson, AZ
   (*)           454         Gainesville, FL                      (*)           672         Portland, OR
   (*)           456         Daytona Beach, FL                    (*)           674         Seattle, WA
   (*)           458         Orlando, FL                          (*)           720         Reno, NV
   (*)           460         Southeast, FL                        (*)           721         Pahrump, NV
   (*)           468         Memphis, TN                          (*)           722         San Francisco, CA
   (*)           470         Nashville, TN                        (*)           726         Sacramento, CA
   (*)           472         Chattanooga, TN                      (*)           730         Los Angeles, CA
   (*)           478         Montgomery, AL                       (*)           920         Hartford, CT
   (*)           480         Mobile, AL                           (*)           922         Cincinnati, OH
   (*)           486         Shreveport, LA                       (*)           952         Gulf Coast, Fl
   (*)           488         Lafayette, LA                        (*)           953         Tallahassee, FL
   (*)           490         New Orleans, LA
</TABLE>
<PAGE>
                                   SCHEDULE 1

                                   TRANSCEND

                          Tier Locations Sorted by Tier
<TABLE>
<CAPTION>
                 LATA                                                           LATA
  Tier          Number                  LATA Name                Tier          Number                  LATA Name
---------- ----------------- --------------------------------- ---------- ----------------- --------------------------------
<S>        <C>               <C>                               <C>        <C>               <C>
   (*)           122         New Hampshire, NH                    (*)           430         Greenville, SC
   (*)           133         Poughkepsie, NY                      (*)           432         Florence, SC
   (*)           134         Albany, NY                           (*)           448         Pensacola, FL
   (*)           136         Syracuse, NY                         (*)           462         Louisville, KY
   (*)           140         Buffalo, NY                          (*)           474         Knoxville, TN
   (*)           220         Atlantic Coastal, NJ                 (*)           476         Birmingham, AL
   (*)           246         Culpeper, VA                         (*)           477         Huntsville, AL
   (*)           250         Lynchburg, VA                        (*)           484         Biloxi, MS
   (*)           252         Norfolk, VA                          (*)           528         Little Rock, AR
   (*)           338         Bloomington, IN                      (*)           558         Austin, TX
   (*)           342         Upper Peninsula, MI                  (*)           564         Corpus Christi, TX
   (*)           344         Saginaw, MI                          (*)           566         San Antonio, TX
   (*)           346         Lansing, MI                          (*)           568         Brownsville, TX
   (*)           348         Grand Rapids, MI                     (*)           640         South Dakota, SD
   (*)           350         Northeast, WI                        (*)           724         Chico, CA
   (*)           352         Northwest, WI                        (*)           732         San Diego, CA
   (*)           354         Southwest, WI                        (*)           736         Monterey, CA
   (*)           356         Southeast, WI                        (*)           738         Stockton, CA
   (*)           366         Forrest, IL                          (*)           740         San Luis Obispo, CA
   (*)           368         Peoria, IL                           (*)           949         Fayetteville, NC
   (*)           370         Champaign, IL                        (*)           951         Rocky Mount, NC
   (*)           374         Springfield, IL                      (*)           973         Palm Springs, CA
   (*)           422         Charlotte, NC                        (*)           974         Rochester, NY
   (*)           424         Greensboro, NC                       (*)

</TABLE>
<PAGE>
                                  SCHEDULE 1

                                   TRANSCEND

                          Tier Locations Sorted by Tier
<TABLE>
<CAPTION>
                 LATA                                                           LATA
  Tier          Number                  LATA Name                Tier          Number                  LATA Name
---------- ----------------- --------------------------------- ---------- ----------------- --------------------------------
<S>        <C>               <C>                               <C>        <C>               <C>
   (*)           120         Maine, ME                            (*)           624         Duluth, MN
   (*)           124         Vermont, VT                          (*)           626         St. Cloud, MN
   (*)           130         Rhode Island, RI                     (*)           630         Sioux City, IA
   (*)           138         Binghampton, NY                      (*)           636         Fargo, ND
   (*)           226         Capital, PA                          (*)           638         Bismark, ND
   (*)           230         Altoona, PA                          (*)           646         Grand Island, NE
   (*)           232         Northeast, PA                        (*)           648         Great Falls, MT
   (*)           240         Hagerstown, MD                       (*)           650         Billings, MT
   (*)           242         Salisbury, MD                        (*)           654         Wyoming, WY
   (*)           244         Roanoke, VA                          (*)           670         Eugene, OR
   (*)           254         Charleston, WV                       (*)           676         Spokane, WA
   (*)           256         Clarksburg, WV                       (*)           728         Fresno, CA
   (*)           322         Youngstown, OH                       (*)           734         Bakersfield, CA
   (*)           334         Auburn/Huntington, IN                (*)           921         Fisher's Island, NY
   (*)           360         Rockford, IL                         (*)           923         Mansfield, OH
   (*)            62         Cairo, IL                            (*)           924         Erie, PA
   (*)           364         Sterling, IL                         (*)           927         Harrisonburg, VA
   (*)           376         Quincy, IL                           (*)           928         Charlottesville, VA
   (*)           420         Asheville, NC                        (*)           929         Edinburg, VA
   (*)           428         Wilmington, NC                       (*)           932         Blue Field, WV
   (*)           436         Charleston, SC                       (*)           937         Richmond, IN
   (*)           450         Panama City, FL                      (*)           938         Terre Haute, IN
   (*)           464         Owensboro, KY                        (*)           939         Fort Meyers, FL
   (*)           466         Winchester, KY                       (*)           956         Bristol, TN
   (*)           482         Jackson, MS                          (*)           958         Lincoln, NE
   (*)           530         Pine Bluff, AR                       (*)           961         San Angelo, TX
   (*)           544         Lubbock, TX                          (*)           963         Kalispell, MT
   (*)           546         Amarillo, TX                         (*)           976         Mattoon, IL
   (*)           548         Wichita Falls, TX                    (*)           977         Galesburg, IL
   (*)           556         Waco, TX                             (*)           978         Olney, IL
   (*)           570         Hearne, TX                           (*)           980         Navajo Territory, AZ
   (*)           620         Rochester, MN                        (*)           981         Navajo Territory, UT

</TABLE>
<PAGE>
                                  SCHEDULE 1

                                   TRANSCEND

                          Tier Locations Sorted by LATA
<TABLE>
<CAPTION>
                 LATA                                                           LATA
  Tier          Number                  LATA Name                Tier          Number                  LATA Name
---------- ----------------- --------------------------------- ---------- ----------------- --------------------------------
<S>        <C>               <C>                               <C>        <C>               <C>
   (*)           120         Maine, ME                            (*)           328         Dayton, OH
   (*)           122         New Hampshire, NH                    (*)           330         Evansville, IN
   (*)           124         Vermont, VT                          (*)           332         South Bend, IN
   (*)           126         West Massachusetts, MA               (*)           334         Auburn/Huntington, IN
   (*)           128         East Massachusetts, MA               (*)           336         Indianapolis, IN
   (*)           130         Rhode Island,RI                      (*)           338         Bloomington, IN
   (*)           132         New york Metro, NY                   (*)           340         Detroit, MI
   (*)           133         Poughkeepsie, NY                     (*)           342         Upper Peninsula, MI
   (*)           134         Albany, NY                           (*)           344         Saginaw, MI
   (*)           136         Syracuse, NY                         (*)           346         Lansing, MI
   (*)           138         Binghampton, NY                      (*)           348         Grand Rapids, MI
   (*)           140         Buffalo, NY                          (*)           350         Northeast, WI
   (*)           220         Atlantic Coastal, NJ                 (*)           352         Northwest, WI
   (*)           222         Delaware Valley, NJ                  (*)           354         Southwest, WI
   (*)           224         North Jersey, NJ                     (*)           356         Southeast, WI
   (*)           226         Capital, PA                          (*)           358         Chicago, IL
   (*)           228         Philadelphia, PA                     (*)           360         Rockford, IL
   (*)           230         Altoona, PA                          (*)           362         Cairo, IL
   (*)           232         Northeast, PA                        (*)           364         Sterling, IL
   (*)           234         Pittsburgh, PA                       (*)           366         Forrest, IL
   (*)           236         Washington, DC                       (*)           368         Peoria, IL
   (*)           238         Baltimore, MD                        (*)           370         Champaign, IL
   (*)           240         Hagerstown, MD                       (*)           374         Springfield, IL
   (*)           242         Salisbury, MD                        (*)           376         Quincy, IL
   (*)           244         Roanoke, VA                          (*)           420         Asheville, NC
   (*)           246         Culpeper, VA                         (*)           422         Charlotte, NC
   (*)           248         Richmond, VA                         (*)           424         Greensboro, NC
   (*)           250         Lynchburg, VA                        (*)           426         Raleigh, NC
   (*)           252         Norfolk, VA                          (*)           428         Wilmington, NC
   (*)           254         Charleston, WV                       (*)           430         Greenville, SC
   (*)           256         Clarksburg, WV                       (*)           432         Florence, SC
   (*)           320         Cleveland, OH                        (*)           434         Columbia, SC
   (*)           322         Youngstown, OH                       (*)           436         Charleston, SC
   (*)           324         Columbus, OH                         (*)           438         Atlanta, GA
   (*)           325         Akron, OH                            (*)           440         Savannah, GA
   (*)           326         Toledo, OH                           (*)           442         Augusta, GA
   (*)           444         Albany, GA                           (*)           542         Midland, TX
   (*)           446         Macon, GA                            (*)           544         Lubbock, TX

</TABLE>
<PAGE>
                                  SCHEDULE 1

                                   TRANSCEND

                          Tier Locations Sorted by LATA
<TABLE>
<CAPTION>
                 LATA                                                           LATA
  Tier          Number                  LATA Name                Tier          Number                  LATA Name
---------- ----------------- --------------------------------- ---------- ----------------- --------------------------------
<S>        <C>               <C>                               <C>        <C>               <C>
   (*)           448         Pensacola, FL                        (*)           546         Amarillo, TX
   (*)           450         Panama City, FL                      (*)           548         Wichita Falls, TX
   (*)           452         Jacksonville, FL                     (*)           550         Abilene, TX
   (*)           454         Gainesville, FL                      (*)           552         Dallas, TX
   (*)           456         Daytona Beach, FL                    (*)           554         Longview, TX
   (*)           458         Orlando, FL                          (*)           556         Waco, TX
   (*)           460         Southeast, FL                        (*)           558         Austin, TX
   (*)           462         Louisville, KY                       (*)           560         Houston, TX
   (*)           464         Owensboro, KY                        (*)           562         Beaumont, TX
   (*)           466         Winchester, KY                       (*)           564         Corpus Christi, TX
   (*)           468         Memphis, TN                          (*)           566         San Antonio, TX
   (*)           470         Nashville, TN                        (*)           568         Brownsville, TX
   (*)           472         Chattaooga, TN                       (*)           570         Hearne, TX
   (*)           474         Knoxville, TN                        (*)           620         Rochester, MN
   (*)           476         Birmingham, AL                       (*)           624         Duluth, MN
   (*)           477         Huntsville, AL                       (*)           626         St. Cloud, MN
   (*)           478         Montgomery, AL                       (*)           628         Minneapolis, MN
   (*)           480         Mobile, AL                           (*)           630         Sioux City, IA
   (*)           482         Jackson, MS                          (*)           632         Des Moines, IA
   (*)           484         Biloxi, MS                           (*)           634         Davenport, IA
   (*)           486         Shreveport, LA                       (*)           635         Cedar Rapids, IA
   (*)           488         Lafayette, LA                        (*)           636         Fargo, ND
   (*)           490         New Orleans, LA                      (*)           638         Bismark, ND
   (*)           492         Baton Rouge, LA                      (*)           640         South Dakota, SD
   (*)           520         St. Louis, MO                        (*)           644         Omaha, NE
   (*)           521         Westphalia, MO                       (*)           646         Grand Island, NE
   (*)           522         Springfield, MO                      (*)           648         Great Falls, MT
   (*)            24         Kansas City, MO                      (*)           650         Billings, MT
   (*)           526         Fort Smith, AR                       (*)           652         Idaho, ID
   (*)           528         Little Rock, AR                      (*)           654         Wyoming, WY
   (*)           530         Pine Bluff, AR                       (*)           656         Denver, CO
   (*)           532         Wichita, KS                          (*)           658         Colorado Springs, CO
   (*)           534         Topeka, KS                           (*)           660         Utah, UT
   (*)           536         Oklahoma City, OK                    (*)           664         New Mexico, NM
   (*)           538         Tulsa, OK                            (*)           666         Phoenix, AZ
   (*)           540         El Paso, TX                          (*)           668         Tucson, AZ
   (*)           670         Eugene, OR                           (*)           928         Charlottesville, VA
   (*)           672         Portland, OR                         (*)           929         Edinburg, VA
   (*)           674         Seattle, VA                          (*)           932         Blue Field, WV
   (*)           676         Spokane, WA                          (*)           937         Richmond, IN
</TABLE>
<PAGE>
                                  SCHEDULE 1

                                   TRANSCEND

                          Tier Locations Sorted by LATA
<TABLE>
<CAPTION>
                 LATA                                                           LATA
  Tier          Number                  LATA Name                Tier          Number                  LATA Name
---------- ----------------- --------------------------------- ---------- ----------------- --------------------------------
<S>        <C>               <C>                               <C>        <C>               <C>
   (*)           720         Reno, NV                             (*)           938         Terre Haute, IN
   (*)           721         Pahrump, NV                          (*)           939         Fort Meyers, FL
   (*)            22         San Francisco, CA                    (*)           949         Fayetteville, NC
   (*)           724         Chico, CA                            (*)           951         Rocky Mount, NC
   (*)           726         Sacramento, CA                       (*)           952         Gulf Coast, FL
   (*)           728         Fresno, CA                           (*)           953         Tallahassee, Fl
   (*)           730         Los Angeles, CA                      (*)           956         Bristol, TN
   (*)           732         San Diego, CA                        (*)           958         Lincoln, NE
   (*)           734         Bakersfield, CA                      (*)           960         Coeur D'Alene, ID
   (*)           736         Monterey, CA                         (*)           961         San Angelo, TX
   (*)           738         Stockton, CA                         (*)           963         Kalispell, MT
   (*)           740         San Luis Obispo, CA                  (*)           973         Palm Springs, CA
   (*)           920         Hartford, CT                         (*)           974         Rochester, NY
   (*)           921         Fisher's Island, NY                  (*)           976         Mattoon, IL
   (*)           922         Cincinnati, OH                       (*)           977         Galesburg, IL
   (*)           923         Mansfield, OH                        (*)           978         Olney, IL
   (*)           924         Erie, PA                             (*)           980         Navajo Territory, AZ
   (*)           927         Harrisonburg, VA                     (*)           981         Navajo Territory, UT

</TABLE>
<PAGE>
                                   SCHEDULE 2

         Transcend Jurisdictional Transport Base Rates (Before Discount)
<TABLE>
<CAPTION>
                                           Base                                           Base
                       State             Transport                   State             Transport
               ----------------------- --------------        ----------------------- ---------------
<S>            <C>                     <C>                   <C>                     <C>
               ALABAMA                      (*)              MONTANA                      (*)
               ARIZONA                      (*)              NEBRASKA                     (*)
               ARKANSAS                     (*)              NEVADA                       (*)
               CALIFORNIA                   (*)              NEW HAMPSHIRE                (*)
               California Intra-lata        (*)              NEW JERSEY                   (*)
               COLORADO                     (*)              NEW MEXICO                   (*)
               CONNECTICUT                  (*)              NEW YORK                     (*)
               DELAWARE                     (*)              NORTH CAROLINA               (*)
               FLORIDA                      (*)              NORTH DAKOTA                 (*)
               GEORGIA                      (*)              OHIO                         (*)
               IDAHO                        (*)              OKLAHOMA                     (*)
               ILLINOIS                     (*)              OREGON                       (*)
               INDIANA                      (*)              PENNSYLVANIA                 (*)
               IOWA                         (*)              RHODE ISLAND                 (*)
               KANSAS                       (*)              SOUTH CAROLINA               (*)
               KENTUCKY                     (*)              SOUTH DAKOTA                 (*)
               Kentucky Intra-lata          (*)              TENNESSEE                    (*)
               LOUISIANA                    (*)              TEXAS                        (*)
               MAINE                        (*)              UTAH                         (*)
               MARYLAND                     (*)              VERMONT                      (*)
               MASSACHUSETTS                (*)              VIRGINIA                     (*)
               MICHIGAN                     (*)              WASHINGTON                   (*)
               MINNESOTA                    (*)              WEST VIRGINIA                (*)
               MISSISSIPPI                  (*)              WISCONSIN                    (*)
               MISSOURI                     (*)              WYOMING                      (*)
</TABLE>
<PAGE>
Note: Local Access must be added to  International  Transport for switched calls
and Domestic Transport must be added for all call types.


                                 Excel Transcend
                         International Transport Pricing

                                                              International
                Country                                         Transport
                --------------------------                    -------------

                AFGHANISTAN                                       (*)
                ALBANIA                                           (*)
                ALGERIA                                           (*)
                AMERICAN SAMOA                                    (*)
                ANDORRA                                           (*)
                ANGOLA                                            (*)
                ANGUILLA                                          (*)
                ANTARCTICA                                        (*)
                ANTARCTICA (SCOTT BASE)                           (*)
                ANTIGUA (BARBUDA)                                 (*)
                ARGENTINA                                         (*)
                ARMENIA                                           (*)
                ARUBA                                             (*)
                ASCENSION ISLAND                                  (*)
                AUSTRALIA                                         (*)
                AUSTRIA                                           (*)
                AZERBAIJAN                                        (*)
                BAHAMAS                                           (*)
                BAHRAIN                                           (*)
                BANGLADESH                                        (*)
                BARBADOS                                          (*)
                BELARUS                                           (*)
                BELGIUM                                           (*)
                BELIZE                                            (*)
                BENIN                                             (*)
                BERMUDA                                           (*)
                BHUTAN                                            (*)
                BOLIVIA                                           (*)
                BOSNIA & HERZEGOVINA                              (*)
                BROTSWANA                                         (*)
                BRAZIL                                            (*)
                BRITISH VIRGINIA ISLANDS                          (*)
                BRUNEI                                            (*)
                BULGARIA                                          (*)
                BURKINA FASO                                      (*)
                BURUNDI                                           (*)
                CAMBODIA                                          (*)
                CAMEROON                                          (*)
                CAPE VERDE ISLANDS                                (*)

<PAGE>

                                 Excel Transcend
                   International Transport Pricing (Continued)

                                                             International
                Country                                         Transport
                --------------------------                    -------------

                CAYMAN ISLANDS                                    (*)
                CENTRAL AFRICAN REPUBLIC                          (*)
                CHAD                                              (*)
                CHILE                                             (*)
                CHINA                                             (*)
                CHRISTIMAS & COCOS ISLAND                         (*)
                COLUMBIA                                          (*)
                COMOROS                                           (*)
                CONGO                                             (*)
                COOK ISLANDS                                      (*)
                COSTA RICA                                        (*)
                CROATIA                                           (*)
                CUBA                                              (*)
                CYPRUS                                            (*)
                CZECH REPUBLIC                                    (*)
                DENMARK                                           (*)
                DIEGO GARCIA                                      (*)
                DJIBOUTI                                          (*)
                DOMINICA                                          (*)
                DOMINICAN REPUBLIC                                (*)
                ECUADOR                                           (*)
                EGYPT                                             (*)
                EL SALVADOR                                       (*)
                EQUATORIAL GUINEA                                 (*)
                ERITREA                                           (*)
                ESTONIA                                           (*)
                ETHIOPIA                                          (*)
                FAEROE ISLANDS                                    (*)
                FALKLAND ISLANDS                                  (*)
                FIJI ISLANDS                                      (*)
                FINLAND                                           (*)
                FRANCE                                            (*)
                FRENCH ANTILLES                                   (*)
                FRENCH GUIANA                                     (*)
                FRENCH POLYNESIA                                  (*)
                GABON                                             (*)
                GAMBIA                                            (*)
                GEORGIA                                           (*)
                GERMANY                                           (*)
                GHANA                                             (*)
                GIBRALTAR                                         (*)
                GREECE                                            (*)
                GREENLAND                                         (*)
                GRENADA                                           (*)
                GUADELOUPE                                        (*)
                GUAM                                              (*)

<PAGE>
                                 Excel Transcend
                   International Transport Pricing (Continued)

                                                             International
                Country                                         Transport
                --------------------------                    -------------

                GUANTANAMO BAY                                    (*)
                GUATEMALA                                         (*)
                GUINEA                                            (*)
                GUINEA BISSAU                                     (*)
                GUYANA                                            (*)
                HAITI                                             (*)
                HONDURAS                                          (*)
                HONG KONG                                         (*)
                HUNGARY                                           (*)
                ICELAND                                           (*)
                INDIA                                             (*)
                INDONESIA                                         (*)
                IRAN                                              (*)
                IRAQ                                              (*)
                IRELAND                                           (*)
                ISRAEL                                            (*)
                ITALY                                             (*)
                IVORY COAST                                       (*)
                JAMAICA                                           (*)
                JAPAN                                             (*)
                JORDAN                                            (*)
                KAZAKHSTAN                                        (*)
                KENYA                                             (*)
                KIRIBATI                                          (*)
                KUWAIT                                            (*)
                KYRGYZXSTAN                                       (*)
                LAOS                                              (*)
                LATVIA                                            (*)
                LEBANON                                           (*)
                LESOTHO                                           (*)
                LIBERIA                                           (*)
                LIBYA                                             (*)
                LIECHTENSTEIN                                     (*)
                LITHUANIA                                         (*)
                LUXEMBOURG                                        (*)
                MACAO                                             (*)
                MACEDONIA                                         (*)
                MADAGASCAR                                        (*)
                MALAWI                                            (*)
                MALAYSIA                                          (*)
                MALDIVES                                          (*)
                MALI REPUBLIC                                     (*)
                MALTA                                             (*)
                MARISAT-ATLANTIC OCEAN                            (*)
                MARISAT-INDIAN OCEAN                              (*)
                MARISAT-PACIFIC OCEAN                             (*)


<PAGE>
                                 Excel Transcend
                   International Transport Pricing (Continued)

                                                              International
                Country                                         Transport
                --------------------------                    -------------

                MARISAT-W. ATLANTIC                               (*)
                MARSHALL ISLANDS                                  (*)
                MAURITANIA                                        (*)
                MAURITIUS                                         (*)
                MAYOTTE ISLAND                                    (*)
                MEXICO 1 DAY                                      (*)
                MEXICO 1 NON-DAY                                  (*)
                MEXICO 2 DAY                                      (*)
                MEXICO 2 NON-DAY                                  (*)
                MEXICO 3 DAY                                      (*)
                MEXICO 3 NON-DAY                                  (*)
                MEXICO 4 DAY                                      (*)
                MEXICO 4 NON-DAY                                  (*)
                MEXICO 5 DAY                                      (*)
                MEXICO 5 NON-DAY                                  (*)
                MEXICO 6 DAY                                      (*)
                MEXICO 6 NON-DAY                                  (*)
                MEXICO 7 DAY                                      (*)
                MEXICO 7 NON-DAY                                  (*)
                MEXICO 8 DAY                                      (*)
                MEXICO 8 NON-DAY                                  (*)
                MICRONESIA                                        (*)
                MOLDOVA                                           (*)
                MONACO                                            (*)
                MONGOLIA                                          (*)
                MONTSERRAT                                        (*)
                MOROCCO                                           (*)
                MOZAMBIQUE                                        (*)
                MYAMAR (BURMA)                                    (*)
                NAMIBIA                                           (*)
                NAURU                                             (*)
                NEPAL                                             (*)
                NETHERLANDS                                       (*)
                NETHERLANDS ANTILLES                              (*)
                NEW CALEDONIA                                     (*)
                NEW ZEALAND                                       (*)
                NICARAGUA                                         (*)
                NIGER                                             (*)
                NIGERIA                                           (*)
                NIUE ISLAND                                       (*)
                NORFOLK ISLAND                                    (*)
                NORTH KOREA                                       (*)
                NORWAY                                            (*)
                OMAN                                              (*)
                PAKISTAN                                          (*)
                PALAU                                             (*)


<PAGE>

                                 Excel Transcend
                   International Transport Pricing (Continued)

                                                              International
                Country                                         Transport
                --------------------------                    -------------

                PANAMA                                            (*)
                PAPUA NEW GUINEA                                  (*)
                PARAGUA                                           (*)
                PERU                                              (*)
                PHILIPPINES                                       (*)
                POLAND                                            (*)
                PORTUGAL                                          (*)
                QATAR                                             (*)
                REUNION ISLAND                                    (*)
                ROMANIA                                           (*)
                RUSSIA                                            (*)
                RWANDA                                            (*)
                SAIPAN                                            (*)
                SAN MARINO                                        (*)
                SAO TOME                                          (*)
                SAUDI ARABIA                                      (*)
                SENEGAL                                           (*)
                SEYCHELLES                                        (*)
                SIERRA LEONE                                      (*)
                SINGAPORE                                         (*)
                SIERRA LEONE                                      (*)
                SINGAPORE                                         (*)
                SLOVENIA                                          (*)
                SOLOMON ISLANDS                                   (*)
                SOMALIA                                           (*)
                SOUTH AFRICA                                      (*)
                SOUTH KOREA                                       (*)
                SPAIN                                             (*)
                SRI LANKA                                         (*)
                ST HELENA                                         (*)
                ST KITTS                                          (*)
                ST LUCIA                                          (*)
                ST PIERRE/MIQUELON                                (*)
                ST VINCENT/GRENADINES                             (*)
                SUDAN                                             (*)
                SURINAME                                          (*)
                SWAZILAND                                         (*)
                SWEDEN                                            (*)
                SWITZERLAND                                       (*)
                SYRIA                                             (*)
                TAIWAN                                            (*)
                WAJIKISTAN                                        (*)
                TANZANIA                                          (*)
                THAILAND                                          (*)
                TOGO                                              (*)

<PAGE>
                                 Excel Transcend
                   International Transport Pricing (Continued)

                                                              International
                Country                                         Transport
                --------------------------                    -------------

                TONGO ISLANDS                                     (*)
                TRINIDAD & TOBAGO                                 (*)
                TUNISIA                                           (*)
                TURKEY                                            (*)
                TURKMENISTAN                                      (*)
                TURKS AND CAICOS ISLANDS                          (*)
                TUVALU                                            (*)
                UGANDA                                            (*)
                UKRAINE                                           (*)
                UNITED ARAB AMIRATES                              (*)
                UNITED KINGDOM                                    (*)
                URUGUAY                                           (*)
                UZBEKISTAN                                        (*)
                VANUATU                                           (*)
                VATICAN CITY                                      (*)
                VENEZUELA                                         (*)
                VIETNAM                                           (*)
                WALLIS & FUTUNA                                   (*)
                WESTERN SAMOA                                     (*)
                YEMEN                                             (*)
                YUGOSLAVIA                                        (*)
                ZAIRE                                             (*)
                ZAMBIA                                            (*)
                ZIMBABE                                           (*)