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                                                                     Exhibit 4.5


                             SUBORDINATION AGREEMENT


         THIS SUBORDINATION AGREEMENT (this "Agreement") is made as of
February 23, 2000, among BANK OF AMERICA, N.A., a national banking association
(together with its successors and assigns, the "Senior Lender"), Halifax Fund,
L.P., a Cayman Islands limited partnership ("Halifax"), the other participants
in the convertible debenture financing set forth on Schedule A hereto
(together with Halifax, the "Subordinated Lenders") and ADVANCED
COMMUNICATIONS GROUP, INC., a Delaware corporation ("ACG"), Great Western
Directories, Inc., a Texas corporation ("Great Western"), 1+USA V Acquisition
Corp., a Delaware corporation ("1+USA"), Big Stuff, Inc., a Texas corporation
("Big Stuff"), Pacific Coast Publishing Ltd., a Washington corporation
("Pacific Coast"), YPtel, Inc. a Washington corporation ("YPtel, Inc.") and
Web YP, Inc., a Texas corporation ("Web YP;" collectively, ACG, Great Western,
1+USA, Big Stuff, Pacific Coast, YPtel, Inc. and Web YP, the "Borrowers," and
each, individually, a "Borrower").


                                   BACKGROUND


         As an inducement for the Senior Lender to provide a credit facility in
favor of the Borrowers, each Subordinated Lender has agreed to enter into this
subordination agreement to provide for the subordination of the Subordinated
Indebtedness held by it to the Senior Indebtedness by the Senior Lender, all on
the terms and conditions herein set forth.


                                   AGREEMENTS


         NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:

         1.   DEFINITIONS; RULES OF CONSTRUCTION.

              1.1  GENERAL TERMS. For purposes of this Agreement, the following
terms shall have the following respective meanings:

                   "ACG" has the meaning set forth in the first paragraph
hereof.

                   "AGREEMENT" has the meaning set forth in the first paragraph
hereof.

                   "HALIFAX" has the meaning set forth in the first paragraph
hereof.

                   "BANKRUPTCY EVENT" has the meaning set forth in Section
2.2(c) hereof.

                    "BIG STUFF" has the meaning set forth in the first
paragraph hereof.

                   "BLOCKING PERIOD TERMINATION DATE" has the meaning set forth
in Section 2.2(a) hereof.



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                   "BORROWER" has the meaning set forth in the first paragraph
hereof.

                   "COLLATERAL OBLIGORS" has the meaning set forth in Section
2.3 hereof.

                   "CREDIT AGREEMENT" means the Credit Agreement, dated as of
the date hereof, by and between the ACG and Senior Lender, as amended,
supplemented, extended, modified, renewed, restated or replaced from time to
time, and including any agreement entered into in substitution therefor.

                   "DEFAULT NOTICE" has the meaning set forth in Section 2.2(a)
hereof.

                   "DISTRIBUTION" means any payment, whether in cash,
securities or any other property, or security for any such payment except for:
(i) payments of interest on Subordinated Indebtedness which are made in kind or
in shares of capital stock of ACG or any successor; (ii) payments at the
Default Payment Rate made under the terms of the Subordinated Loan Agreement or
the Registration Rights Agreement (as defined in the Subordinated Loan
Agreement) which are made in-kind or in shares of capital stock of ACG or any
successor; or (iii) any shares of capital stock of ACG or any successor issued
upon conversion of the Debentures or Subsequent Debentures (each as defined in
the Subordinated Loan Agreement) or exercise of Warrants or Option Warrants
(each as defined in the Subordinated Loan Agreement).

                   "DISTRIBUTION BLOCKING PERIOD" has the meaning set forth in
Section 2.2(a) hereof.

                   "GREAT WESTERN" has the meaning set forth in the first
paragraph hereof.

                   "HOLDER OF SUBORDINATED INDEBTEDNESS" or "SUBORDINATED
LENDER" means Halifax and any other Person at any time or in any manner
acquiring any right to or interest in any of the Subordinated Indebtedness.

                   "LIEN" means any pledge, assignment, hypothecation,
mortgage, deed of trust, security interest, deposit arrangement, option,
conditional sale or title retaining contract, sale and lease back transaction,
financing statement filing, intellectual property transfer or assignment
filing, lessor's or lessee's interest under any lease, subordination of any
claim or right, or any other type of lien, charge, assignment, encumbrance,
preferential arrangement or other claim or right.

                   "PERSON" means an individual, a partnership, a corporation
(including a business trust), a joint stock company, a trust, an unincorporated
association, a joint venture, a limited liability company, a limited liability
partnership or other entity, or a government or any agency, instrumentality or
political subdivision thereof.

                   "SENIOR LEVERAGE RATIO" has the meaning set forth in the
Credit Agreement.

                   "SENIOR INDEBTEDNESS" means


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                   (a) principal arising out of the Credit Agreement, and any
subsidiary guarantees thereof, under the Credit Agreement, in an aggregate
amount not exceeding sixty million dollars ($60,000,000), as reduced from time
to time by the aggregate amount of principal repayments made by the Borrowers;
provided that such principal may exceed sixty million dollars ($60,000,000) but
in any event shall not exceed one hundred and twenty million dollars
($120,000,000) if, at the time such principal in excess of sixty million
dollars ($60,000,000) is incurred, ACG's Senior Leverage Ratio is no greater
than 5 to 1 and further provided that the maturity of such principal shall not
be extended by more than six months from the maturity in effect on the date
hereof. The Senior Leverage Ratio shall be calculated and distributed by ACG in
the manner provided in the Subordinated Loan Agreement.

                   (b) interest on the aforementioned principal amount for
which provision is made in the Credit Agreement as in effect on the date hereof
and as may be increased in the future if such increases are reasonable under
the circumstances;

                   (c) commitment fees, facility fees, and all other fees, all
expenses and costs, and all indemnity, reimbursement and other obligations of
the Borrowers to the Senior Lender, all as provided in the Credit Agreement as
in effect on the date hereof and as may be increased in the future if such
increases are reasonable under the circumstances; and

                   (d) any refinancing of the foregoing (subject to the
limitations in paragraph (a) above) by a bank or financial institution and
which refinancing consists only of debt which is not convertible or
exchangeable for capital stock and which does not include any warrants or other
linkage to the appreciation in the value of capital stock.

Senior Indebtedness shall include all interest and fees and other amounts
accruing in accordance with the provisions of the foregoing sentence after
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of any of the Borrowers. Senior Indebtedness shall
continue to constitute Senior Indebtedness, notwithstanding the fact that such
Senior Indebtedness or any claim for such Senior Indebtedness is subordinated,
avoided or disallowed under the federal Bankruptcy Code or other applicable law.

                   "SENIOR LENDER" has the meaning set forth in the preamble to
this Agreement.

                   "SENIOR LENDING AGREEMENTS" means, collectively, the Loan
Documents, as defined in the Credit Agreement.

                   "SUBORDINATED INDEBTEDNESS" means all indebtedness,
obligations and liabilities of any kind owing by the Borrowers or any other
Person obligated under the Senior Indebtedness to Subordinated Lender from time
to time, including, without limitation, all such indebtedness, obligations and
liabilities under or pursuant to any of the Subordinated Lending Agreements,
including, without limitation, all principal, interest accruing thereon,
charges, expenses, fees and other sums chargeable to the Borrowers or any such
other Person under or pursuant to any of the Subordinated Lending Agreements,
including any Subsequent Debentures (as defined in the Subordinated Loan
Agreement) and reimbursement, indemnity or other obligations due and payable to
Subordinated Lender and including the obligations under the


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Subsidiary Guarantees (as defined in the Subordinated Loan Agreement); but
excluding the right to receive capital stock upon conversion of Debentures or
exercise of Warrants.

                   "SUBORDINATED LENDING AGREEMENTS" shall mean, collectively,
the Subordinated Loan Agreement, the Registration Rights Agreement (as defined
in the Subordinated Loan Agreement), the Debentures (as defined in the
Subordinated Loan Agreement), any debenture or debentures or promissory note or
notes issued in exchange therefor or replacement thereof, the Warrant (as
defined in the Subordinated Loan Agreement), and all other agreements,
instruments and documents from time to time entered into by the Borrowers or
any other Person evidencing or securing the Subordinated Indebtedness, as all
of the foregoing may be amended, modified, supplemented, extended, renewed,
restated or replaced from time to time.

                   "SUBORDINATED LOAN AGREEMENT" shall mean the Convertible
Debenture Purchase Agreement, of even date herewith, between the Borrowers and
Subordinated Lenders, as amended, modified, supplemented, extended, renewed,
restated or replaced from time to time, and including any agreement entered
into in substitution thereof.

                   "WEB YP" has the meaning set forth in the first paragraph
hereof.

           1.2 OTHER TERMS. Capitalized terms not otherwise defined herein shall
have the meanings given to them in the Credit Agreement or, if not defined
therein, in the Subordinated Loan Agreement.

           1.3 RULES OF CONSTRUCTION. The rule of EJUSDEM GENERIS shall not be
applicable herein to limit a general statement that is followed by or referable
to an enumeration of specific matters to matters similar to the matters
specifically mentioned. Unless the context otherwise requires:

                   (a) a term has the meaning assigned to it;

                   (b) "or" is not exclusive;

                   (c) provisions apply to successive events and transactions;

                   (d) "herein," "hereof," "hereto," "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
particular article, section or other subdivision unless otherwise so provided;

                   (e) the word "person" means any natural person, partnership,
corporation, nation, state, government, union, association, agency, tribunal,
board, bureau and any other form of business or legal entity;

                   (f) all words or terms used in this Agreement, regardless of
the number or gender in which they are used, include any other number and any
other gender; and


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              (g) all financial terms used herein and not capitalized or
otherwise defined have the meaning accorded to them under US generally accepted
accounting principles, consistently applied ("GAAP").

    2. COVENANTS. The Borrowers and each Holder of Subordinated Indebtedness
hereby covenant that, until the Senior Indebtedness has been paid in full and
satisfied in cash and the Credit Agreement has been irrevocably terminated (all
in accordance with the terms of the Credit Agreement and the other Senior
Lending Agreements), each shall comply with such of the following provisions as
are applicable to it:

         2.1 TRANSFERS. Each Holder of Subordinated Indebtedness covenants that
any transferee from it of any Subordinated Indebtedness shall, prior to
acquiring such interest, execute and deliver a counterpart of this
Subordination Agreement to each other party hereto.

         2.2 SUBORDINATED INDEBTEDNESS SUBORDINATION PROVISIONS. To induce
Senior Lender to enter into the Credit Agreement and to make and continue to
make from time to time loans and advances thereunder, notwithstanding any other
provision of the Subordinated Indebtedness or the Subordinated Lending
Agreements to the contrary, all obligations of the Borrowers to the
Subordinated Lenders under the Subordinated Lending Agreements (excluding the
right to receive capital stock upon conversion of Debentures or Subsequent
Debentures or upon exercise of Warrants or Option Warrants) are and shall be
expressly junior and subordinated in right of payment to all amounts due and
owing upon all Senior Indebtedness from time to time. Specifically, but not by
way of limitation:

              (a) PAYMENTS.

                   (i)        No Borrower shall make any Distribution on the
                              Subordinated Indebtedness until such time as
                              the Senior Indebtedness shall have been paid in
                              full in cash.

                   (ii)       Notwithstanding the provisions of clause (i),
                              above, but subject to the provisions of clause
                              (iii), below, so long as no Default shall have
                              occurred under the Senior Lending Agreements and
                              no Default Notice (as defined below) shall have
                              been received by the Borrowers and the
                              Subordinated Lenders, the Borrowers may pay, and
                              the Holders of Subordinated Indebtedness may
                              receive, (a) the regularly scheduled payment(s)
                              of principal on the Subordinated Indebtedness
                              when due on the sixth anniversary of the date
                              hereof, the regularly scheduled semi-annual
                              payments of interest on the Subordinated
                              Indebtedness, and the fees and expenses due under
                              the Subordinated Lending Agreements, all in
                              accordance with the terms of the Subordinated
                              Lending Agreements and (b) up to two monthly cash
                              payments per calendar year at the Default Payment
                              Rate made under the terms of the Subordinated
                              Loan Agreement or the Registration Rights
                              Agreement; provided that such


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                              monthly cash payments do not exceed an amount
                              equal to 3% of the outstanding Debentures and
                              Subsequent Debentures on such date per month.

                   (iii)      Following the occurrence and during the
                              continuance of a Default (other than a Payment
                              Default (as defined below)) under the Senior
                              Lending Agreements, and upon and after receipt by
                              the Borrowers and the Subordinated Lenders of
                              written notice of such Default from the Senior
                              Lender (such notice, a "Covenant Default
                              Notice"), no Borrower shall make, and no Holder
                              of Subordinated Indebtedness shall be entitled to
                              receive or retain, any Distribution in respect of
                              the Subordinated Indebtedness. Notwithstanding
                              the provisions of the preceding sentence, the
                              Borrowers may resume making, and the Holders of
                              Subordinated Indebtedness shall be entitled to
                              receive and retain, any regularly scheduled
                              principal or interest payment, and the monthly
                              payments referred to in paragraph(ii) above which
                              may become due and payable or shall have become
                              due and payable on a non-accelerated basis
                              (including, without limitation, any missed
                              payments) on the date (the "Blocking Period
                              Termination Date") of the earliest to occur of
                              (A) the date on which all such Defaults specified
                              in the Covenant Default Notice shall have been
                              cured or waived, (B) payment in full in cash of
                              all Senior Indebtedness has been made, and (C)
                              the expiration of a period of one hundred and
                              eighty (180) days from delivery of the Covenant
                              Default Notice; provided, that in the event of a
                              Default with respect to the payment, when due, of
                              any Senior Indebtedness (a "Payment Default"),
                              then the provisions of Section 2.2(d) below shall
                              apply. The period between the date of any
                              Covenant Default Notice and the Blocking Period
                              Termination Date relating to such Default Notice
                              is referred to herein as a "Distribution Blocking
                              Period."

              (b) LIMITATION ON ACCELERATION. During the continuation of the
shorter of: a Distribution Blocking Period or one hundred and eighty (180) days
from the delivery of a Covenant Default Notice or a Payment Default Notice, no
Holder of Subordinated Indebtedness shall be entitled to accelerate the
maturity of the Subordinated Indebtedness, exercise any remedies with respect
to the Subordinated Indebtedness, or commence any action or proceeding to
recover any amounts due or to become due with respect to the Subordinated
Indebtedness, PROVIDED, HOWEVER, that, subject to Section 2.3, the foregoing
limitation on acceleration or exercise of any remedies shall not be applicable
following (i) the occurrence of an Bankruptcy Event (as to which Section 2.2(c)
shall apply), or (ii) the final maturity or acceleration of all Senior
Indebtedness. Notwithstanding the foregoing, a Holder of Subordinated
Indebtedness shall be entitled to accelerate the maturity of Subordinated
Indebtedness if the maturity of the


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Senior Indebtedness has been previously accelerated. This paragraph shall not
affect a Holder's right to enforce its right to have its Debentures or
Subsequent Debentures converted or its Warrants or Option Warrants exercised,
and in each case to have capital stock issued with respect to such conversion
or exercise.

              (c) PRIOR PAYMENT OF SENIOR INDEBTEDNESS IN BANKRUPTCY, ETC. In
the event of any insolvency or bankruptcy proceedings relative to any Borrower
or its property, or any receivership, liquidation, reorganization or other
similar proceedings in connection therewith, or, in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of any
Borrower or distribution or marshaling of its assets or any composition with
its creditors, whether or not involving insolvency or bankruptcy, or if any
Borrower shall cease its operations, call a meeting of its creditors or no
longer do business as a going concern (each individually or collectively, a
"Bankruptcy Event") then all Senior Indebtedness shall be paid in full in cash
and the Credit Agreement irrevocably terminated before any Distribution shall
be made on account of any Subordinated Indebtedness. Any such Distribution
which would, but for the provisions hereof, be payable or deliverable in
respect of the Subordinated Indebtedness shall be paid or delivered directly to
the Senior Lender or its representatives, in the proportions in which they hold
the Senior Indebtedness, until all amounts owing upon the Senior Indebtedness
shall have been paid in full in cash and the Credit Agreement has been
irrevocably terminated. Notwithstanding anything to the contrary herein,
including, without limitation, the provisions of the foregoing sentences of
this paragraph (c), Holders of Subordinated Indebtedness may receive (and shall
be entitled to retain) securities which are subordinate to (at least to the
extent that the Subordinated Indebtedness is subordinate to the Senior
Indebtedness pursuant to the terms hereof) the payment of all Senior
Indebtedness.

              (d) ACCELERATION OR PAYMENT DEFAULT UNDER SENIOR INDEBTEDNESS.
Notwithstanding anything in this Agreement to the contrary, including, without
limitation, Section 2.2(a), in the event that there is any Payment Default, and
upon and after receipt by the Borrowers and the Subordinated Lenders of a
written notice of such Payment Default from the Senior Lender (such notice, a
"Payment Default Notice") then no Distribution shall thereafter be made on
account of the Subordinated Indebtedness until all Senior Indebtedness has been
paid in full in cash.

              (e) POWER OF ATTORNEY. To enable the Senior Lender to assert and
enforce its rights hereunder in any proceeding referred to in Section 2.2(c) or
upon the happening of any Bankruptcy Event, if any Holder of Subordinated
Indebtedness does not act in a timely fashion, Senior Lender or any person whom
it may designate is hereby irrevocably appointed attorney in fact for such
Holder of Subordinated Indebtedness, with full power (i) to act in the place
and stead of such Holder of Subordinated Indebtedness to make, present and file
such proofs of claim against the Borrowers on account of all or any part of the
Subordinated Indebtedness as Senior Lender may deem advisable and (ii) to
receive and collect any and all cash dividends or other cash payments made
thereon and to apply the same on account of the Senior Indebtedness. The
Subordinated Lender will execute and deliver to the Senior Lender such
instruments as may be required by the Senior Lender to enforce any and all
Subordinated Indebtedness, to effectuate the aforesaid power of attorney and to
effect collection of any and all dividends or other payments which may be made
at any time on account thereof, and each Holder of Subordinated Indebtedness
hereby irrevocably appoints the Senior Lender as the lawful attorney and agent
of


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such Holder of Subordinated Indebtedness to execute financing statements and
financing statement amendments and similar instruments and documents on behalf
of such Holder of the Subordinated Indebtedness and hereby further authorizes
the Senior Lender to file such financing statements and financing statement
amendments and similar instruments and documents in any appropriate public
office.

              (f) KNOWLEDGE; DELIVERY OF DEFAULT NOTICE. No Holder of
Subordinated Indebtedness shall at any time be charged with knowledge of any of
the events described in Section 2.2(a) hereof or on such account be prohibited
from receiving or retaining any payment of monies or from taking any action
regarding acceleration or the exercise of remedies, unless and until such
Holder of Subordinated Indebtedness has received a Default Notice. Each Default
Notice shall be deemed to be properly given by Senior Lender to the Holders of
Subordinated Indebtedness if such Default Notice is delivered in accordance
with Section 10.3 hereof; PROVIDED, HOWEVER, that each and every additional or
subsequent Holder of Subordinated Indebtedness shall deliver written notice to
Senior Lender of its name and address and the other information set forth under
Section 10.3. Prior to delivery of such notice each such additional and
subsequent Holder of Subordinated Indebtedness shall be deemed to receive any
Default Notice at the time any other Holder of Subordinated Indebtedness
receives such Default Notice.

              (g) PAYMENTS HELD IN TRUST. Should any Distribution in respect of
the Subordinated Indebtedness or the proceeds thereof be collected or received
by any Holder of Subordinated Indebtedness or any Affiliate (as such term is
defined in Rule 405 of Regulation C adopted by the Securities and Exchange
Commission pursuant to the Securities Act of 1933) of any such Holder of
Subordinated Indebtedness at a time when the Holders of Subordinated
Indebtedness are not permitted, pursuant to the terms hereof, to receive such
Distribution or proceeds thereof, then each Holder of Subordinated Indebtedness
will forthwith deliver, or cause to be delivered, the same to the Senior Lender
in precisely the form held by such Holder of Subordinated Indebtedness (plus
any necessary endorsements) and, until so delivered, the same shall be held in
trust by each Holder of Subordinated Indebtedness, or any such Affiliate, as
the property of the Senior Lender and shall not be commingled with other
property of such Holder of Subordinated Indebtedness or any such Affiliate.

              (h) SUBROGATION. Subject to the prior payment in full in cash of
the Senior Indebtedness, to the extent that Senior Lender has received any
Distribution on the Senior Indebtedness which, but for this Agreement, would
have been applied to the Subordinated Indebtedness, the Subordinated Lender
shall be subrogated to the then or thereafter existing rights of the Senior
Lender including, without limitation, the right to receive any Distribution
made on the Senior Indebtedness until the principal of, interest on and other
charges due under the Subordinated Indebtedness have been indefeasibly paid in
full; and, for the purposes of such subrogation, no Distribution to the Senior
Lender to which the Subordinated Lender would be entitled except for the
provisions of this Agreement, and no delivery to the Senior Lender by the
Subordinated Lender pursuant to Section 2.2(g) hereof, shall, as between the
Borrowers, their creditors (other than the Senior Lender) and the Subordinated
Lender, be deemed to be a Distribution by the Borrowers to or on account of
Senior Indebtedness, it being understood that the provisions hereof are and are
intended solely for the purpose of defining the relative rights of the
Subordinated Lender, on the one hand, and the Senior Lender, on the other hand.


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              (i) LIMITATION ON DISTRIBUTION BLOCKING PERIODS. No holder of
Senior Indebtedness shall initiate a Distribution Blocking Period until at
least one hundred eighty (180) days have elapsed between the Blocking Period
Termination Date for the most recent Distribution Blocking Period and the
initiation of a new Distribution Blocking Period unless the initiation of the
new Distribution Blocking Period is based on the occurrence of an Event of
Default (other than a Payment Default or one arising solely from any Borrower's
failure to make a payment or fulfill another obligation prohibited by this
Agreement) arising after the initiation of the first Distribution Blocking
Period. Notwithstanding anything in this Agreement to the contrary, no one or
more Distribution Blocking Periods shall be effective for more than one hundred
eighty (180) days in any period of three hundred sixty (360) consecutive days;
provided that the foregoing limitation shall not apply to any blocking of
Distributions on Subordinated Indebtedness arising out of a Payment Default.

           2.3 LIENS. Subordinated Indebtedness may not be secured by Liens on
any assets of the Borrowers without the prior written consent of the Senior
Lender.

         2A. PUT RIGHTS. Notwithstanding anything to the contrary, the Holder of
Subordinated Indebtedness hereby covenants and agrees that , for so long as any
Senior Indebtedness remains outstanding, such Holder shall not exercise or give
notice of nay exercise of any of its Redemption Rights (as hereinafter defined).
The Holder of Subordinated Indebtedness acknowledges that the Senior Lender may
not have an adequate remedy at law for such breach of the foregoing covenant,
and accordingly agrees that the Senior Lender shall be entitled to enforce said
covenant through injunctive relief or a decree of specific performance. The
Holder of Subordinated Indebtedness further agrees that, for so long as any
Senior Indebtedness remains outstanding, the Borrowers shall not be obligated to
recognize or comply with any demand or request by the Holder of Subordinated
Indebtedness to exercise its Redemption Rights. For purposes of this paragraph,
the term "Redemption Rights" shall mean the rights to cause the Borrowers to
purchase or redeem the Debentures held by the holder of Subordinated
Indebtedness pursuant to: (a) Sections 3.10 and 3.14 of the Subordinated Loan
Agreement; and (b) Section 2(b) of the Registration Rights Agreement.

         2B. CONVERSION OF DEBENTURES; EXERCISE OF WARRANTS. Notwithstanding
anything to the contrary, the Holder of Subordinated Indebtedness shall be
entitled to convert its Debentures and Subsequent Debentures (each as defined in
the Subordinated Loan Agreement) and exercise its Warrants or Option Warrants
(each as defined in the Subordinated Loan Agreement) into capital stock of ACG
or any successor, and to sue for the enforcement of such rights.

           3. SCOPE OF SUBORDINATION. The provisions of this Agreement are
solely to define the relative rights of the Holders of Subordinated Indebtedness
and the Senior Lender. Nothing in this Agreement shall impair, as between the
Borrowers and the Holders of Subordinated Indebtedness, the unconditional and
absolute obligation of the Borrowers to punctually pay the principal, interest
and any other amounts and obligations owing under the Subordinated Lending
Agreements in accordance with the terms thereof, subject to the rights of the
Senior Lender under this Agreement.

           4. OTHER INDEBTEDNESS TO THE SENIOR LENDER. If the Borrowers should
incur any Indebtedness to the Senior Lender that does not constitute Senior
Indebtedness, such


                                      -9-
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Indebtedness shall rank pari passu with the Subordinated Indebtedness. To the
extent permitted under applicable law, any net proceeds received by the Senior
Lender from the disposition of Collateral that remain after first paying in
full all of the Senior Indebtedness shall be shared between the Senior Lender
and the Subordinated Lender pro rata on the basis of the principal amounts then
due and owing to the Senior Lender in respect of such Indebtedness other than
Senior Indebtedness and to the Subordinated Lender in respect of the
Subordinated Debt.

           5. APPLICATION OF ASSETS BY SENIOR LENDER. All of the property and
assets which shall be collected or received by any holder of Senior Indebtedness
upon the terms of this Agreement, and all of the proceeds of all realizations
upon the same which shall be effected by any holder of Senior Indebtedness,
shall be applied by such holder of Senior Indebtedness toward the payment and
satisfaction of the Senior Indebtedness in accordance with the terms of the
Credit Agreement.

           6. PROVISIONS OF DEBENTURES. The Borrowers and the Subordinated
Lender shall cause each Debenture issued or to be issued from time to time
pursuant to the Subordinated Lending Agreements to contain a provision to the
following effect:

           "This Debenture is subject to the Subordination Agreement, dated as
           of February 23, 2000, among the Borrowers, the Holder and Bank of
           America, N.A., under which this Debenture and the Borrowers'
           obligations hereunder are subordinated in the manner set forth
           therein to the prior payment of certain obligations to the holders of
           Senior Indebtedness as defined therein and all collateral security
           therefor."

Proof of compliance with the foregoing shall be promptly given to Senior Lender.

           7. ADDITIONAL AGREEMENTS. In the event that the Senior Indebtedness
is refinanced in full with another bank, subject to the provisions contained in
the definition of "Senior Indebtedness" above, each Holder of Subordinated
Indebtedness agrees at the request of such refinancing party to enter into a
subordination agreement in favor of such refinancing party on terms
substantially the same as this Subordination Agreement.

           8. NOTICE OF DEFAULT AND CERTAIN EVENTS. The Senior Lender and the
Holders of Subordinated Indebtedness shall undertake in good faith to notify the
other of the occurrence of any of the following, as applicable:

                   (a) the acceleration of any Senior Indebtedness by the
Senior Lender or of any Subordinated Indebtedness by any Holder of Subordinated
Indebtedness;

                   (b) the payment in full by the Borrowers (whether as a
result of refinancing or otherwise) of all Senior Indebtedness or the
termination of the Credit Agreement; and

                   (c) the taking of, or the intention to take, any
extraordinary actions by the Senior Lender with respect to the collateral
securing any Liens of the Senior Lender; provided that in such event, the
Subordinated Lenders' counsel, rather than Subordinated Lender, shall be


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notified PROVIDED that the failure of any party to give any such notice shall
not affect the subordination of the Subordinated Indebtedness as provided in
this Subordination Agreement or the other rights of the parties hereto.

           9. REPRESENTATIONS. Each party hereto represents and warrants to the
other party that (a) the execution, delivery and performance of this Agreement
are within its powers have been duly authorized and are not in contravention of
law or of the terms of its charter documents or of any law, order, judgment,
decree, contract or undertaking to which it is a party or by which it or any of
its properties is bound or affected, and (b) this Agreement constitutes the
legal, valid and binding obligation of it, enforceable against it in accordance
with its terms. Senior Lender represents and warrants to the Borrowers and
Subordinated Lenders that it has not heretofore assigned or transferred, or
given any subordination in respect of, any of its Liens subject to the terms of
this Agreement. Each of the Subordinated Lenders and the Borrowers represents
and warrants to Senior Lender that the Subordinated Indebtedness is not secured
by any Liens as of the date hereof.

           10. MISCELLANEOUS

                10.1 SURVIVAL OF RIGHTS. The right of Senior Lender to enforce
the provisions of this Agreement shall not be prejudiced or impaired by any act
or omitted act of Senior Lender, the Borrowers or any other Person, including
forbearance, waiver, consent, compromise, amendment, extension, renewal, or
taking or release of security in respect of any Senior Indebtedness or
noncompliance by the Borrowers or any other Person with such provisions,
regardless of the actual or imputed knowledge of Senior Lender.

                10.2 RECEIPT OF AGREEMENTS. Subordinated Lender hereby
acknowledges that it has delivered to Senior Lender, and Senior Lender hereby
acknowledges it has received, a correct and complete copy of the Subordinated
Lending Agreements as in effect on the date hereof. Senior Lender hereby
acknowledges that it has delivered to Subordinated Lender, and Subordinated
Lender hereby acknowledges it has received, a correct and complete a copy of
the Senior Lending Agreements as in effect on the date hereof.

                10.3 NOTICES. Any notice or other communication required or
permitted pursuant to this Agreement shall be deemed given (a) when personally
delivered to any officer of the party to whom it is addressed, (b) on the
earlier of actual receipt thereof or ten (10) days following posting thereof by
certified or registered mail, postage prepaid, (c) upon actual receipt thereof
when sent by a recognized overnight delivery service or (d) upon actual receipt
thereof when sent by telecopier to the number set forth below with electronic
confirmation of receipt, in each case addressed to each party at its address
set forth below or at such other address as has been furnished in writing by a
party to the other by like notice:

         If to Senior Lender:          Bank of America, N.A.
                                       555 S. Flower Street
                                       Unit 3283, 11th Floor
                                       Los Angeles, California  90071
                                       Attention:  George Hausler
                                       Telephone: (213) 228-6126


                                     -11-
<PAGE>


                                        Telecopier: (213) 892-0266

         With a copy to :               Powell, Goldstein, Frazer and Murphy
                                        191 Peachtree Street, NE
                                        16th Floor
                                        Atlanta, Georgia   30303
                                        Attention:  Doug Gosden
                                        Telephone:  (404) 572-6820
                                        Telecopier:  (404) 572-6999

         If to Subordinated Lenders:    Halifax Fund, L.P.
                                        c/o the Palladin Group, LP
                                        195 Maplewood Avenue
                                        Maplewood, New Jersey 07040
                                        Attn: Steve Weiner
                                        Telephone: (973) 313-6400
                                        Telecopier: (973) 313- 6494
         With a copy to
                                        Elliott Associates, L.P.
                                        712 Fifth Avenue, 36th Floor
                                        New York, New York 10019
                                        Attn:  Brett Cohen
                                        Telephone:  (212) 974-6000
                                        Telecopier:  (212) 974-2092

                                        Westgate International, L.P.
                                        c/o Stonington Management Corporation
                                        712 Fifth Avenue, 36th Floor
                                        New York, New York 10019
                                        Attn:  Brett Cohen
                                        Telephone:  (212) 974-6000
                                        Telecopier:  (21) 974-2092

                                        Kleinberg, Kaplan, Wolff & Cohen
                                        551 Fifth Avenue
                                        New York,  New York 10176
                                        Attention:  Stephen Schultz
                                        Telephone: (212) 986-6000
                                        Telecopier: (212) 986-8866


       If to Borrowers:                 Advanced Communications Group, Inc.
                                        390 South Woodsmill Rd
                                        St. Louis, MO 63017
                                        Attention: Michael Pruss
                                        Telephone:  (314) 205-1463
                                        Telecopier:  (314) 469-3539


                                      -12-
<PAGE>


         With a copy to:
                                        Haynes and Boone, LLP
                                        901 Main Street
                                        3100 NationsBank Plaza
                                        Dallas, Texas 75202
                                        Attention: Paul Amiel
                                        Telephone:  (214) 651-5605
                                        Telecopier:  (214) 651-5940

           10.4 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be wholly performed within such jurisdiction by residents of such
jurisdiction.

           10.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one in the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

           10.6 AMENDMENTS, SUCCESSORS AND ASSIGNS. No provision of this
Agreement may be modified or waived except by an instrument or instruments in
writing signed by the Senior Lender, the Subordinated Lender and the Borrowers.
This Agreement shall bind the parties hereto and their respective successors and
assigns, and shall inure to the benefit of their respective successors and
assigns.

           10.7 THIS AGREEMENT CONTROLS. The subordination and related
provisions contained in this Agreement are in addition to and supplement all
debt subordination and other provisions contained in the Subordinated Lending
Agreements and any other instruments or agreements evidencing or relating to the
Subordinated Indebtedness in favor of or for the benefit of the Senior Lender;
PROVIDED that, in the event of any conflict between this Agreement and the
Subordinated Lending Agreements or such other instruments and agreements, the
terms of this Agreement shall control.

                [The rest of this page intentionally left blank.]











                                     -13-
<PAGE>


           WITNESS the due execution of this Agreement as of the day and year
first above written.

                                BANK OF AMERICA, N.A.


                                By:  /s/
                                     ----------------------------
                                     Name:
                                     Title:

                                HALIFAX FUND, LP


                                By:      /s/ Steve W. Weiner
                                     ----------------------------

                                ELLIOTT ASSOCIATES, L.P.


                                By:      /s/ Paul Singer
                                     ----------------------------
                                     Paul Singer



                                WESTGATE INTERNATIONAL, L.P.
                                By:      MARTLEY INTERNATIONAL, INC.
                                         ATTORNEY-IN-FACT


                                         By:      /s/ Paul Singer
                                              -----------------------------
                                              Paul Singer

                                ADVANCED COMMUNICATIONS GROUP, INC.


                                By:          /s/ Michael A. Pruss
                                         ----------------------------------
                                         Name:
                                         Title:

                                GREAT WESTERN DIRECTORIES, INC.


                                By:         /s/ Michael A. Pruss
                                         ----------------------------------
                                         Name:
                                         Title:


                                      -14-
<PAGE>


                                1+USA V ACQUISITION CORP.


                                By:          /s/ Michael A. Pruss
                                         ----------------------------------
                                         Name:
                                         Title:

                                BIG STUFF, INC.


                                By:          /s/ Michael A. Pruss
                                         ----------------------------------
                                         Name:
                                         Title:

                                PACIFIC COAST PUBLISHING LTD.


                                By:          /s/ Michael A. Pruss
                                         ----------------------------------
                                         Name:
                                         Title:

                                YPTEL, INC.


                                By:          /s/ Michael A. Pruss
                                         ----------------------------------
                                         Name:
                                         Title:

                                WEB YP, INC.


                                By:         /s/ Michael A. Pruss
                                         ----------------------------------
                                         Name:
                                         Title:


                                      -15-
<PAGE>


                                  SCHEDULE A

                              SUBORDINATED LENDERS



Halifax Fund, L.P.
Elliott Associates, L.P.
Westgate International, L.P.