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                                                                   EXHIBIT 10.18

                      AMENDMENT NO. 2 TO SERVICE AGREEMENT


       Amendment No. 2 to Service Agreement (this "Amendment") is entered into
as of this 11th day of October, 1996, between Phoenix Network, Inc., a Delaware
corporation ("Carrier"), and US ONE Communications Corp., a Delaware
corporation ("USOC").

                                    RECITALS

       A.     Carrier and USOC entered into a Communications Services
Agreement, dated May 22, 1996 (the "Agreement"), regarding the provision of
various services by USOC to Carrier.

       B.     Carrier and USOC desire to amend the Agreement pursuant to this
Amendment to modify the terms and conditions of the Agreement to more closely
reflect the parties' intentions.

       C.     Capitalized terms used without definition herein shall have the
meanings assigned to them in the Agreement.

                                   AGREEMENT

       Now, therefore, in consideration of the mutual covenants and agreements
set forth herein, the parties hereto agree as follows:

1.     Carrier Owned Switches.

       1.1    Definition.  The definition of Communications Services as set
forth in the Definitions Annex to the Agreement is amended to read:

       The term "Communications Services" shall mean any service being provided
by USOC to Carrier at any time pursuant to the terms of the Agreement.

       1.2    Termination.

       Notwithstanding anything in the Agreement to the contrary, Carrier shall
have the right, at any time upon 30 days prior written notice without penalty,
to: (i) not request any Communications Services in a Switching Service Area
where Carrier currently owns a switch or acquires a switch as a result of the
acquisition of a company in connection with Carrier's acquisition strategy
before USOC deploys a switch in the Switching Service Area, and (ii) not
transfer to a USOC switch any long distance traffic currently originating or
terminating in a switch acquired by Carrier as a result of such a company
acquisition in a Switching Service Area where USOC has previously deployed a
switch in the same Switching Service Area.
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       2.     Local Telephone Service.

       The text Section 18.6 of the Agreement is hereby deleted in its entirety
and replaced with the following:

       If and when USOC notifies carrier that it is offering local exchange
services (including basic telephone service and enhanced or data services such
as ISDN, Wideband, Broadband, Frame Relay or ATM) in any Service Area, Carrier,
at its option, may elect to officer or resell USOC's local exchange services in
such Service Area under Carrier's private label or otherwise pursuant to the
terms under which USOC is willing to provide such local exchange services to or
through Carrier.  In the event Carrier elects to offer or resell USOC's local
exchange services in such Service Area, USOC and Carrier will cooperate to
develop a marketing strategy to market such services to End Users.  Nothing in
this Section shall prevent Carrier from entering into any other arrangement or
agreement with respect to the provision by Carrier of local exchange services
offered by any other provider.

3.     Miscellaneous.

       3.     Titles and Subtitles.

       The section titles and subtitles used herein are for reference only, and
shall not affect the meaning or interpretation of any provision of this
Amendment.

       3.2    Scope of Amendment

       This Amendment shall modify and amend the Agreement as set forth herein.
To the extent not modified or amended by this Amendment, the Agreement shall
remain in full force and effect.

       IN WITNESS WHEREOF, the parties have executed this Amendment on the date
first above written by their duly authorized representatives.

US ONE COMMUNICATIONS CORP.                PHOENIX NETWORK, INC.
("USOC")                                   ("Carrier")


By: /s/ Barent S. Wagar                    By: /s/ Wallace M. Hammond
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   Name: Barent S. Wagar                      Name: Wallace M. Hammond
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   Title: President and COO                   Title: President and CEO
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