EXHIBIT 10.49

THIS  NOTE  IS  SUBJECT  TO THE  RIGHTS  OF MCG  FINANCE  CORPORATION  (AND  ITS
SUCCESSORS,  ASSIGNEES,   TRANSFEREES,   PLEDGEES,  AND  PARTICIPANTS)  UNDER  A
SUBORDINATION AGREEMENT DATED OCTOBER 15, 1999.

                                 PROMISSORY NOTE
                                                                 October 1, 1999
$3,000,000.00                                                     Greenville, SC

     FOR VALUE RECEIVED, OmniCall, Inc., a South Carolina corporation,  promises
to pay to William M.  Rogers,  or his  Assignee,  the sum of Three  Million  and
no/100  Dollars  ($3,000,000.00),  together with interest  thereon from the date
hereof at a variable annual  percentage rate equal to 100 basis points above the
index rate of SouthTrust Bank, N.A.'s 30-day LIBOR, due and payable as follows:

     (a)  Monthly  installments  of  interest  only due and payable on the first
(1st) day of each month,  commencing  November 1, 1999,  and  continuing  on the
first (1st) day of each successive month thereafter until December 1, 2000; and

     (b)  Quarterly  installments  of Seven  Hundred  Fifty  Thousand and no/100
($750,000.00)  Dollars each to be applied to the principal  balance of the Note,
plus interest accrued thereon, commencing January 31, 2001 and continuing on the
last day of each successive three-month period thereafter until paid in full.

     NOTWITHSTANDING  THE FOREGOING,  THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE,
TOGETHER WITH ALL INTEREST  ACCRUED  THEREON,  SHALL BECOME  IMMEDIATELY DUE AND
PAYABLE IN THE EVENT OF:  (I) A CHANGE OF  CONTROL OF ACCESS ONE  COMMUNICATIONS
CORP. AS REFERRED TO IN SECTION 6.6 OF THAT CERTAIN AGREEMENT AND PLAN OF MERGER
ENTERED INTO BY AND AMONG ACCESS ONE COMMUNICATIONS,  INC.,  OMNICALL,  INC. AND
OMNICALL  ACQUISITION  CORP.,  DATED OCTOBER 15, 1999; OR (II) AN INITIAL PUBLIC
OFFERING OF ACCESS ONE COMMUNICATIONS CORP.

     The  Maker  hereof  shall  have the right to prepay  the  within  principal
obligation in whole or in part at any time without premium or penalty.

     All payments shall be applied first to interest and then to principal,  and
all  interest  not paid when due  shall  bear  interest  at the same rate as the
principal.

     The  undersigned  Maker and any  endorser  of the  obligations  of Maker to
Holder  agree  that  if any  one of the  following  events  shall  occur  and be
continuing,  the whole amount evidenced by this Note shall, at the option of the
Holder and subject to the provisions  hereinafter set forth,  become at once due
and payable,  and said Holder shall have the right to institute any  proceedings
upon this Note and any  collateral  given to secure the same for the  purpose of
collecting said principal and interest,  with reasonable costs and expenses, and
of protecting any security connected herewith. The Holder may thereon, or at any
time thereafter,  sell any and all securities  and/or other property on which it
has a lien, mortgage or security interest.

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     (a) The  failure  to pay  any  installment  of  interest  and/or  principal
hereunder  when due,  beginning ten (10)  business days after written  notice of
same to the Maker;

     (b) The filing of a petition in  bankruptcy  by or against the Maker or the
commencement  of any  proceeding  or under any acts of Congress  relating to the
relief of debtors for the relief or adjustment of any indebtedness of the Maker,
either through reorganization,  composition, extension or otherwise, and if such
petition or proceeding  is not  commenced by the Maker,  the Maker shall fail to
obtain a dismissal,  stay,  or other  nullification  of such  proceeding  within
thirty (30) days after the institution of the proceedings; or

     (c) The  insolvency or the  execution of an  assignment  for the benefit of
creditors,  or the  appointment  of a  receiver,  trustee  or  custodian  of the
property of the Maker and, if such appointment is not consented to by the Maker,
it shall not be revoked or dismissed in thirty (30) days.

     The  Holder  hereof  shall  give  notice  to Maker  prior  to  acceleration
following  Maker's  breach of any covenant or agreement  set forth in this Note.
The notice shall specify:  (a) the breach;  (b) the action  required to cure the
breach;  (c) a date,  not less than twenty (20) days from the date the notice is
given to Maker, by which the breach must be cured;  and (d) that failure to cure
the breach on or before the date  specified  in the notice  will  constitute  an
Event of Default under this Note, and may result in acceleration of the sums due
hereunder.

     Maker  further  agrees  that if this  Note be  placed  in the  hands  of an
attorney for collection,  or if this debt or any part thereof be collected by an
attorney or by legal proceedings of any kind, a reasonable attorney fee, besides
all costs and  expenses  incident  upon such  collection,  shall be added to the
amount due upon this note, and be collectible as a part thereof.

     Witness the hand and seal of each of the signers hereof.

                                            OMNICALL, INC.


                                            By: /s/ Larry K. Long
                                                --------------------------
                                                President

                                            And: /s/ Robert J. Rogers
                                                 -------------------------
                                                 Secretary