Exhibit 99.1

Limited History as an ICP; Risks Relating to Implementation of New Strategy 

	Although the Company has sold integrated telecommunications services for 
over 15 years, it sold local telephone services as an agent for Bell 
Atlantic Corp. ("Bell Atlantic") until December 1997 and only began 
offering such services as an integrated communications provider ("ICP") 
under its own brand name after that time.  Accordingly, stockholders have 
limited historical financial and operating information under the Company's 
current business strategy upon which to base an evaluation of the Company's 
performance.  As a result of the Company terminating its agency 
relationship with Bell Atlantic, agency revenues are no longer material.  
There can be no assurance that the Company's prior experience in the sale 
of telecommunications services as a sales agent will result in the Company 
generating sufficient cash flow to service its debt obligations or to 
compete successfully under its new strategy. 

	The Company plans to deploy its own Integrated Communications Network.  
The Company has had no experience in deploying, operating and maintaining a 
telecommunications network. The Company's ability to successfully deploy 
its ICN will require the negotiation of interconnection agreements with 
incumbent local exchange carriers ("ILECs"), which can take considerable 
time, effort and expense and which are subject to federal, state and local 
regulation. There can be no assurance that the Company will be able to 
successfully negotiate such agreements or to effectively deploy, operate or 
maintain its facilities or increase or maintain its cash flow from 
operations by deploying a network. Further, there can be no assurance that 
the packet-switched design of the network will provide the expected 
functionality in serving its target market or that customers will be 
willing to migrate the provision of their services onto the Company's 
network. The Company has engaged a network services integrator to design, 
engineer and manage the buildout of the ICN in the Company's existing 
markets. Any failure or inability by the network integrator to perform 
these functions could cause delays or additional costs in providing 
services to customers and building out the Company's ICN in specific 
markets. Any such failure could materially and adversely affect the 
Company's business and results of operations.  The Company is purchasing 
most of its network components from Cisco Systems, Inc. ("Cisco"), the 
failure of such equipment to operate as anticipated or the inability of 
Cisco to timely supply such equipment could materially and adversely affect 
the Company's business and results of operations.

	If the Company fails to effectively transition to an ICP platform, fails 
to obtain or retain a significant number of customers or is unable to 
effectively deploy, operate or maintain its network, such failure could 
have an adverse effect on the Company's business, results of operations and 
financial condition. In addition, the implementation of its new strategy 
and the deployment of its network has increased and will continue to 
increase the Company's expenses significantly. Accordingly, the Company 
expects to incur significant negative cash flow during the next several 
years as it implements its business strategy, penetrates its existing 
markets as an ICP, enters new markets, deploys its ICN and expands its 
service offerings. There can be no assurance that the Company will achieve 
and sustain profitability or positive net cash flow. 

High Leverage; Possible Inability to Service Indebtedness 

The Company is highly leveraged and expects to seek to fund its business 
plan with additional debt financing, including equipment leasing, which 
will further increase the Company's leverage.  The degree to which the 
Company is leveraged could have important consequences to the Company's 
future prospects, including the following: (i) limiting the ability of the 
Company to obtain any necessary financing in the future for working 
capital, capital expenditures, debt service requirements or other purposes; 
(ii) limiting the flexibility of the Company in planning for, or reacting 
to, changes in its business; (iii) leveraging the Company more highly than 
some of its competitors, which may place it at a competitive disadvantage; 
(iv) increasing its vulnerability in the event of a downturn in its 
business or the economy generally; and (v) requiring that a substantial 
portion of the Company's cash flow from operations be dedicated to the 
payment of principal and interest on its debt and not be available for 
other purposes. 

	The Company's ability to make scheduled lease payments and payments of 
principal of, or to pay the interest on, or to refinance, its indebtedness, 
or to fund planned capital expenditures will depend on its future 
performance, which, to a certain extent, is subject to general economic, 
financial, competitive, legislative, regulatory and other factors that are 
beyond its control. There can be no assurance that the Company's business 
will generate sufficient cash flow from operations or that anticipated 
revenue growth and operating improvements will be realized or will be 
sufficient to enable the Company to service its indebtedness, or to fund 
its other liquidity needs. There can be no assurance that the Company will 
be able to refinance all or a portion of its indebtedness on commercially 
reasonable terms or at all. If the Company does not generate sufficient 
cash flow to meet its debt service and working capital requirements, the 
Company may need to examine alternative strategies that may include actions 
such as reducing or delaying capital expenditures, restructuring or 
refinancing its indebtedness, the sale of assets or seeking additional 
equity and/or debt financing. There can be no assurance that any of these 
strategies could be effected on satisfactory terms, if at all. 

Additional Capital Requirements; Uncertainty of Additional Financing

Over the next 12 months, the Company intends to (i) further expand its 
existing markets, (ii) deploy the ICN in its existing markets, and (iii) 
enhance the CTC Information System.  Also, over the next three years, the 
Company intends to further expand within its existing markets and into six 
additional states in the New York-Washington, D.C. corridor and continue 
the deployment of its ICN. 

The Company believes that the net proceeds of the anticipated TD Facility 
and the Spectrum Commitment, together with cash on hand and the anticipated 
availability under the Senior Facilities will be sufficient to fund the 
Company's capital expenditures, operating losses and working capital 
requirements for its existing markets for approximately the next 12 months 
even in the event the Company is unsuccessful or delayed in collecting the 
Bell Atlantic Receivable.  The Company expects to seek additional long-term 
financing to refinance the anticipated TD Facility and further fund its 
business plan within the next 3-6 months, capital markets permitting. After 
the Company has raised sufficient long-term financing to further fund its 
business plan, the Company expects to repay and terminate the TD Facility.

The availability of additional borrowings under the Credit Facility is 
based on prior receivable collections and subject to complying with the 
various covenants of such facility.  There can be no assurance that 
additional amounts will be available to the Company when needed or at all. 
 The Company will require substantial additional funding to continue its 
penetration of, and deployment of its ICN in, its existing markets and to 
implement the Company's planned geographic expansion of its sales presence 
and ICN infrastructure into the New York-Washington D.C. corridor.  The 
Company's actual capital requirements may be materially affected by various 
factors, including the timing and actual cost of implementing the Company's 
ICN, the timing and costs of expansion into new markets, the extent of 
competition and pricing of telecommunications services in its markets, 
acceptance of the Company's services, technological change and potential 
acquisitions.

Partly as a result of (i) Bell Atlantic rescinding its policy permitting 
assignment of existing contracts to CLECs like the Company (including the 
negative affect on the borrowing base under the Credit Facility which has  
resulted from delays in deriving revenue from previous agency customers - 
See Note 2b, "State Regulatory Proceedings"), (ii) the continuing delay in 
collecting the Bell Atlantic Receivable and (iii) greater than anticipated 
capital expenditures, if the facility with Toronto Dominion (Texas), Inc. 
is not consummated and the Bell Atlantic Receivable is not collected, the 
Company will need to obtain additional financing, beyond the proceeds of 
the Spectrum Commitment, in the first or second fiscal quarter of fiscal 
year 2000.  If the Company does not enter into the Credit Facility 
Amendment, the Company may not remain in compliance with certain 
operational covenants under the Credit Facility, depending upon, among 
other things, the Company's success in deriving revenue from its former 
agency customers.

Sources of funding may include public offerings or private placements of 
equity or debt securities, vendor financing, equipment lease financing and 
bank loans.  There can be no assurance that additional financing will be 
available to the Company or, if available, that it can be obtained on a 
timely basis and on terms acceptable to the Company and within the 
limitations contained in the Senior Facilities and agreements governing 
other debt issued by the Company from time to time.  Failure to obtain 
financing when needed would result in the delay or abandonment of the 
Company's development and expansion plans which would in turn have a 
material adverse effect on the Company.  See "Management's Discussion and 
Analysis of Financial Condition and Results of Operations - Liquidity and 
Capital Resources."

Dependence on In-House Billing and Information System 

	The accurate and prompt billing of the Company's customers is essential 
to the Company's operations and future profitability. The Company's 
expected growth and deployment of its ICN could give rise to additional 
demands on the CTC Information System, and there can be no assurance that 
it will perform as expected. The failure of the Company to adequately 
identify all of its information and processing needs (including Year 2000 
compliance), the failure of the CTC Information System or the failure of 
the Company to upgrade the CTC Information System as necessary could have a 
material adverse effect on the Company and its results of operations. 


Dependence on Supplier Provided Timely and Accurate Call Data Records; 
Billing and Invoice Disputes 

	In its current business, the Company is dependent upon the timely 
receipt and accuracy of call data records provided to it by its suppliers. 
There can be no assurance that accurate information will consistently be 
provided by suppliers or that such information will be provided on a timely 
basis. Failure by suppliers to provide timely and accurate detail would 
increase the length of the Company's billing and collection cycles and 
adversely affect its operating results. The Company pays its suppliers 
according to the Company's calculation of the charges applicable to the 
Company based on supplier invoices and computer tape records of all such 
calls provided by suppliers which may not always reflect current rates and 
volumes. Accordingly, a supplier may consider the Company to be in arrears 
in its payments until the amount in dispute is resolved. There can be no 
assurance that disputes with suppliers will not arise or that such disputes 
will be resolved in a manner favorable to the Company. In addition, the 
Company is required to maintain sophisticated billing and reporting systems 
to service the large volume of services placed over its networks. As resale 
volumes increase, there can be no assurance that the Company's billing and 
management systems will be sufficient to provide the Company with accurate 
and efficient billing and order processing capabilities. 


Dependence on Network Infrastructure and Products and Services of Others 

	The Company does not currently own any part of a local exchange or long 
distance network and depends entirely on facilities-based carriers for the 
transmission of customer traffic. After the deployment of the ICN, it will 
still rely, at least initially, on others for circuit switching of local 
voice calls and on fiber optic backbone transmission facilities. There can 
be no assurance that such switching or transmission facilities will be 
available to the Company on a timely basis or on terms acceptable to the 
Company. The Company's success in marketing its services requires that the 
Company provide superior reliability, capacity and service. Although the 
Company can exercise direct control of the customer care and support it 
provides, most of the services that it currently offers are provided by 
others. Such services are subject to physical damage, power loss, capacity 
limitations, software defects, breaches of security (by computer virus, 
break-ins or otherwise) and other factors, certain of which have caused, 
and will continue to cause, interruptions in service or reduced capacity 
for the Company's customers. Such problems, although not the result of 
failures by the Company, can result in dissatisfaction among its customers. 

	In addition, the Company's ability to provide complete 
telecommunications services to its customers will be dependent to a large 
extent upon the availability of telecommunications services from others on 
terms and conditions that are acceptable to the Company and its customers. 
There can be no assurance that government regulations will continue to 
mandate the availability of some or all of such services or that the 
quality or terms on which such services are available will be acceptable to 
the Company or its customers. 


Customer Attrition 

	The Company's operating results may be significantly affected by its 
customer attrition rates. There can be no assurance that customers will 
continue to purchase local, long distance or other services through the 
Company in the future or that the Company will not be subject to increased 
customer attrition rates. The Company believes that the high level of 
customer attrition in the industry is primarily a result of national 
advertising campaigns, telemarketing programs and customer incentives 
provided by major competitors. There can be no assurance that customer 
attrition rates will not increase in the future, which could have a 
material adverse effect on the Company's operating results. 


Ability to Manage Growth; Rapid Expansion of Operations 

	The Company is pursuing a new business plan that, if successfully 
implemented, will result in rapid growth and expansion of its operations, 
which will place significant additional demands upon the Company's current 
management. If this growth is achieved, the Company's success will depend, 
in part, on its ability to manage this growth and enhance its information, 
management, operational and financial systems. There can be no assurance 
that the Company will be able to manage any growth of its operations. The 
Company's failure to manage growth effectively could have a material 
adverse effect on the Company's business, operating results and financial 
condition. 


Potential Impact of the Lawsuit Against Bell Atlantic

In December 1997, the Company filed suit against Bell Atlantic for breaches 
of its agency contract, including the failure of Bell Atlantic's retail 
division to pay $14 million in agency commissions (approximately $11.5 
million as of January 15, 1999) owed to the Company. The Company is 
vigorously pursuing this suit.  Although the Company believes the 
collection of the agency commissions sought in the suit is probable, there 
can be no assurance that the Company will be successful in collecting these 
commissions. If the Company fails to collect any of the amounts sought or 
if their collection becomes less than probable, the Company would be 
required to write off the amounts reflected in its financial statements 
that it is unable to collect or for which collection becomes less than 
probable. Delay in the collection or write-off of the agency commissions 
sought may also adversely affect the Company. 

Also, Bell Atlantic has recently rescinded its policy in the New England 
states of permitting resellers, including the Company, to assume the 
service contracts of retail customers under contract to Bell Atlantic.  The 
failure of the Company's efforts to cause Bell Atlantic to cease and desist 
from refusing to permit the assignment of existing contracts and to 
continue its longstanding practice of allowing resellers to assume these 
customer agreements, without penalty, on a resold basis could have a 
material adverse effects on the Company's operating results.

In addition, the Company must use Bell Atlantic infrastructure for nearly 
all of the local telephony services that it currently provides and, 
although Bell Atlantic is prohibited by federal law from discriminating 
against the Company, there can be no assurance that the litigation with 
Bell Atlantic will not negatively affect the Company's relationships with 
Bell Atlantic's wholesale division. 

Dependence on Key Personnel 

	The Company believes that its continued success will depend to a 
significant extent upon the abilities and continued efforts of its 
management, particularly members of its senior management team. The loss of 
the services of any of such individuals could have a material adverse 
effect on the Company's results of operations. The success of the Company 
will also depend, in part, upon the Company's ability to identify, hire and 
retain additional key management as well as highly skilled and qualified 
sales, service and technical personnel. Competition for qualified personnel 
in the telecommunications industry is intense, and there can be no 
assurance that the Company will be able to attract and retain additional 
employees and retain its current key employees. The inability to hire and 
retain such personnel could have a material adverse effect on the Company's 
business. 


Competition 

	The Company operates in a highly competitive environment and has no 
significant market share in any market in which it operates. The Company 
expects that it will face substantial and growing competition from a 
variety of data transport, data networking and telephony service providers 
due to regulatory changes, including the continued implementation of the 
Telecommunications Act of 1996 (the "Telecommunications Act"), and the 
increase in the size, resources and number of such participants as well as 
a continuing trend toward business combinations and alliances in the 
industry. The Company faces competition for the provision of integrated 
telecommunications services as well as competition in each of the 
individual market segments that comprise the Company's integrated approach. 
In each of these market segments, the Company faces competition from 
larger, better capitalized incumbent providers, which have long standing 
relationships with their customers and greater name recognition than the 
Company. 


Regulation 

	The Company's local and long distance telephony service, and to a lesser 
extent its data services, are subject to federal, state, and, to some 
extent, local regulation. 

	The Federal Communications Commission (the "FCC") exercises jurisdiction 
over all telecommunications common carriers, including the Company, to the 
extent that they provide interstate or international communications. Each 
state regulatory commission retains jurisdiction over the same carriers 
with respect to the provision of intrastate communications. Local 
governments sometimes impose franchise or licensing requirements on 
telecommunications carriers and regulate construction activities involving 
public right-of-way. Changes to the regulations imposed by any of these 
regulators could adversely affect the Company. 

	While the Company believes that the current trend toward relaxed 
regulatory oversight and competition will benefit the Company, the Company 
cannot predict the manner in which all aspects of the Telecommunications 
Act will be implemented by the FCC and by state regulators or the impact 
that such regulation will have on its business. The Company is subject to 
FCC and state proceedings, rulemakings, and regulations, and judicial 
appeal of such proceedings, rulemaking and regulations, which address, 
among other things, access charges, fees for universal service 
contributions, ILEC resale obligations, wholesale rates, and prices and 
terms of interconnection and unbundling. The outcome of these rulemakings, 
judicial appeals, and subsequent FCC or state actions may make it more 
difficult or expensive for the Company or its competitors to do business. 
Such developments could have a material effect on the Company. The Company 
also cannot predict whether other regulatory decisions and changes will 
enhance or lessen the competitiveness of the Company relative to other 
providers of the products and services offered by the Company. In addition, 
the Company cannot predict what other costs or requirements might be 
imposed on the Company by state or local governmental authorities and 
whether or not any additional costs or requirements will have a material 
adverse effect on the Company. 


Risks Associated With Possible Acquisitions 

	As it expands, the Company may pursue strategic acquisitions. 
Acquisitions commonly involve certain risks, including, among others: 
difficulties in assimilating the acquired operations and personnel; 
potential disruption of the Company's ongoing business and diversion of 
resources and management time; possible inability of management to maintain 
uniform standards, controls, procedures and policies; entering markets or 
businesses in which the Company has little or no direct prior experience; 
and potential impairment of relationships with employees or customers as a 
result of changes in management. There can be no assurance that any 
acquisition will be made, that the Company will be able to obtain any 
additional financing needed to finance such acquisitions and, if any 
acquisitions are so made, that the acquired business will be successfully 
integrated into the Company's operations or that the acquired business will 
perform as expected. The Company has no definitive agreement with respect 
to any acquisition, although from time to time it has discussions with 
other companies and assesses opportunities on an ongoing basis. 


Year 2000 Compliance 

Currently, many computer systems and software products are coded to 
accept only two digit entries in the date code field.  These date code 
fields will need to accept four digit entries to distinguish 21st century 
dates from 20th century dates.  As a result, many companies' software and 
computer systems may need to be upgraded or replaced in order to comply 
with such "Year 2000" requirements.  In connection with the deployment of 
the Company's new ICN, it has designed new database architecture for its 
computer systems that comply with the Year 2000 requirements. Installation 
of the computer system and related software is expected to be completed in 
June 1999 and testing of the system, including Year 2000 compliance, is 
expected to take place commencing in May 1999.

There can be no assurance that the Company's new computer system will 
function adequately or that all Year 2000 problems will be identified and 
corrected in a timely manner.  In addition, if the systems of other 
companies on whose services the Company depends or with whom the Company's 
systems interface are not year 2000 compliant, there could be a material 
adverse effect on the Company's business, operating results and financial 
condition.

Control By Principal Shareholders; Voting Agreement 

	As of December 31, 1998, the officers and directors and parties 
affiliated with or related to such officers and directors controlled 
approximately 51.4% of the Company's outstanding voting power.  Robert J. 
Fabbricatore, the Chairman and Chief Executive Officer of the Company, 
beneficially owns approximately 26.5% of the outstanding shares of Common 
Stock. Consequently, the officers and directors will have the ability to 
exert significant influence over the election of all the members of the 
Company's Board, and the outcome of all corporate actions requiring 
stockholder approval. In addition, Mr. Fabbricatore has agreed to vote the 
shares beneficially owned by him in favor of the election to the Company's 
Board of Directors of up to two persons designated by the holders of a 
majority of the Series A Convertible Preferred Stock. 


Impact Of Technological Change 

	The telecommunications industry has been characterized by rapid 
technological change, frequent new service introductions and evolving 
industry standards. The Company believes that its long-term success will 
increasingly depend on its ability to offer integrated telecommunications 
services that exploit advanced technologies and anticipate or adapt to 
evolving industry standards. There can be no assurance that (i) the Company 
will be able to offer new services required by its customers, (ii) the 
Company's services will not be economically or technically outmoded by 
current or future competitive technologies, (iii) the Company will have 
sufficient resources to develop or acquire new technologies or introduce 
new services capable of competing with future technologies or service 
offerings (iv) all or part of the ICN or the CTC Information System will 
not be rendered obsolete, (v) the cost of the ICN will decline as rapidly 
as that of competitive alternatives, or (vi) lower retail rates for 
telecommunications services will not result from technological change. In 
addition, increases in technological capabilities or efficiencies could 
create an incentive for more entities to become facilities-based ICPs. 
Although the effect of technological change on the future business of the 
Company cannot be predicted, it could have a material adverse effect on the 
Company's business, results of operations and financial condition. 


Possible Volatility Of Stock Price 

	The stock market historically has experienced volatility which has 
affected the market price of securities of many companies and which has 
sometimes been unrelated to the operating performance of such companies. In 
addition, factors such as announcements of developments related to the 
Company's business, or that of its competitors, its industry group or its 
customers, fluctuations in the Company's results of operations, a shortfall 
in results of operations compared to analysts' expectations and changes in 
analysts' recommendations or projections, sales of substantial amounts of 
securities of the Company into the marketplace, regulatory developments 
affecting the telecommunications industry or data services or general 
conditions in the telecommunications industry or the worldwide economy, 
could cause the market price of the Common Stock to fluctuate 
substantially. 


Absence Of Dividends 

	The Company has not paid and does not anticipate paying any cash 
dividends on its Common Stock in the foreseeable future. The Company 
intends to retain its earnings, if any, for use in the Company's growth and 
ongoing operations. In addition, the Goldman Sachs/Fleet Loan and Security 
Agreement provides that without the Lenders' prior written consent, the 
Company may not make any distribution or declare any dividends in cash or 
property other than stock during the three-year term of the Loan and 
Security Agreement.  In addition, the terms of the Series A Convertible 
Preferred Stock restrict, and the terms of future debt financings are 
expected to restrict, the ability of the Company to pay dividends on the 
Common Stock. 

Potential Effect Of Anti-takeover Provisions And Issuances Of Preferred 
Stock 

	Certain provisions of the Company's Articles of Organization and Bylaws 
and the Massachusetts Business Corporation Law may have the effect of 
delaying, deterring or preventing a change in control of the Company or 
preventing the removal of incumbent directors. The existence of these 
provisions may have a negative impact on the price of the Common Stock and 
may discourage third party bidders from making a bid for the Company or may 
reduce any premiums paid to stockholders for their Common Stock.  In 
addition, the Company's Board of Directors has the authority without action 
by the Company's stockholders to issue shares of the Company's Preferred 
Stock and to fix the rights, privileges and preferences of such stock, 
which may have the effect of delaying, deterring or preventing a change in 
control. Certain provisions of the Company's outstanding Series A 
Convertible Preferred Stock which provide for payment of the liquidation 
preference in cash upon the consummation of certain transactions may have 
the effect of discouraging third parties from entering into such 
transactions.