EXHIBIT 10.51
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                          OPTION AND WARRANT AGREEMENT


                            Dated as of June 30, 1999



                                 BY AND BETWEEN



                         ACCESS ONE COMMUNICATIONS CORP.
                             (AS ISSUER OF WARRANTS)


                                       AND


                             MCG FINANCE CORPORATION
                           (AS PURCHASER OF WARRANTS)


           ----------------------------------------------------------

                Option to Acquire Warrants to Purchase up to 10%
                      of the Issued and Outstanding Shares
             of Capital Stock of Company (on a Fully Diluted Basis)

           -----------------------------------------------------------


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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                                                                                                 ----
<S>                                                                                             <C>
ARTICLE 1:  GRANT OF WARRANTS.....................................................................1
      1.1.  GRANT OF OPTION.......................................................................1
      1.2.  WARRANT ENTITLEMENT...................................................................2
      1.3.  OPTION AND WARRANTS AS ADDITIONAL COMPENSATION........................................2
ARTICLE 2:  PURCHASER'S REPRESENTATIONS AND AGREEMENTS............................................2
ARTICLE 3:  COMPANY'S REPRESENTATIONS AND WARRANTIES..............................................3
      3.1.  LEGAL EXISTENCE AND POWER.............................................................3
      3.2.  AUTHORIZATION; NON-CONTRAVENTION......................................................3
      3.3.  EXECUTION, DELIVERY AND BINDING EFFECT................................................3
      3.4.  BROKER AND FINDER FEES................................................................3
      3.5.  OFFER AND SALE OF SECURITIES..........................................................4
      3.6.  CAPITALIZATION; WARRANT SHARES AS A PERCENT OF CAPITAL STOCK..........................4
      3.7.  RESERVATION AND ISSUANCE OF WARRANT SHARES............................................4
      3.8.  DISCLOSURES...........................................................................4
      3.9.  ACKNOWLEDGMENT REGARDING PURCHASER'S PURCHASE OF THE WARRANTS.........................5
ARTICLE 4:  THE WARRANTS AND WARRANT SHARES.......................................................5
      4.1.  WARRANT CERTIFICATES..................................................................5
      4.2.  EXERCISE OF WARRANTS..................................................................6
      4.3.  TRANSFERS OF WARRANTS AND WARRANT SHARES..............................................6
      4.4.  REGISTRATION AND RELATED RIGHTS.......................................................7
      4.5.  RIGHTS UPON EQUITY DISPOSITIONS AND NON-SURVIVING TRANSACTIONS.......................13
      4.6.  REPURCHASE OFFERS....................................................................15
      4.7.  CUMULATIVE RIGHTS....................................................................16
      4.8.  EXERCISE OF RIGHTS CONDITIONED UPON CLOSING OF TRANSACTION INVOLVED..................16
      4.9.  PAYMENT OF TAXES AND EXPENSES........................................................16
      4.10. RESERVATION AND ISSUANCE OF WARRANT SHARES...........................................16
      4.11. CORRECTIVE ADJUSTMENTS...............................................................16
      4.12. LISTING OF SHARES....................................................................17
      4.13. LISTS OF HOLDERS.....................................................................17
      4.14. STATEMENT OF WARRANT INTEREST........................................................17
      4.15. RIGHT OF INSPECTION..................................................................17
      4.16. ATTENDANCE AND PARTICIPATION RIGHTS..................................................17
      4.17. COMPLIANCE WITH APPROVAL REQUIREMENTS................................................18
ARTICLE 5:  ANTI-DILUTION PROVISIONS.............................................................18
      5.1.  ADJUSTMENTS TO WARRANT SHARES PURCHASABLE AND EXERCISE PRICE.........................18
      5.2.  NOTICE OF ADJUSTMENT.................................................................22
      5.3.  PRESERVATION OF PURCHASE RIGHTS UPON CERTAIN TRANSACTIONS............................22
ARTICLE 6:  COMPANY'S COVENANTS..................................................................23
      6.1.  INFORMATION..........................................................................23
      6.2.  BOOKS AND RECORDS....................................................................24
      6.3.  NO AMENDMENTS TO ORGANIC DOCUMENTS...................................................24
</TABLE>


                                        i
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<TABLE>
<CAPTION>
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<S>                                                                                             <C>
      6.4.  REINCORPORATION AND REORGANIZATION...................................................25
      6.5.  EXISTENCE, GOOD STANDING AND AUTHORIZATIONS..........................................25
      6.6.  CONDUCT OF BUSINESS..................................................................25
ARTICLE 7:  DEFINITIONS..........................................................................25
      7.1.  DEFINITIONS..........................................................................25
      7.2.  GENERAL CONSTRUCTION AND INTERPRETATION..............................................30
ARTICLE 8:  MISCELLANEOUS........................................................................31
      8.1.  COMPLIANCE WITH FCC AND STATE PUC REQUIREMENTS.......................................31
      8.2.  COMPLIANCE WITH PURCHASER'S REGULATORY REQUIREMENTS..................................31
      8.3.  BINDING EFFECT AND GOVERNING LAW.....................................................32
      8.4.  SURVIVAL.............................................................................32
      8.5.  NO WAIVER; DELAY.....................................................................32
      8.6.  MODIFICATION.........................................................................32
      8.7.  NOTICES..............................................................................32
      8.8.  PRIOR AGREEMENTS SUPERSEDED..........................................................34
      8.9.  SEVERABILITY.........................................................................34
      8.10. COUNTERPARTS.........................................................................34
      8.11. LIMITATION OF LIABILITY..............................................................34
      8.12. FORUM SELECTION; CONSENT TO JURISDICTION.............................................34
      8.13. WAIVER OF JURY TRIAL.................................................................35
EXHIBIT A -- ARTICLES OF INCORPORATION.................................ERROR! BOOKMARK NOT DEFINED.
EXHIBIT B -- AUTHORIZING RESOLUTIONS...................................ERROR! BOOKMARK NOT DEFINED.
EXHIBIT C -- FORM OF WARRANT CERTIFICATE...............................ERROR! BOOKMARK NOT DEFINED.
EXHIBIT D -- RESTRICTIVE LEGENDS.......................................ERROR! BOOKMARK NOT DEFINED.
</TABLE>



                                       ii


<PAGE>


                          OPTION AND WARRANT AGREEMENT

     THIS OPTION AND WARRANT  AGREEMENT  (as defined in Article 7 along with all
the other defined terms,  this "Agreement") is made and effective as of June 30,
1999 by and between  ACCESS ONE  COMMUNICATIONS  CORP. (as more fully defined in
Article 7,  "Company"),  and MCG FINANCE  CORPORATION  (as more fully defined in
Article 7, "Purchaser", "Lender" and/or a "Holder").

                                 R E C I T A L S

     WHEREAS,  Company  (together with certain of its  Affiliates) has requested
Lender (and Lender has  agreed) to enter into the Credit  Agreement  and various
related Loan  Documents (as defined in the Credit  Agreement)  pursuant to which
Lender will  provide  Company  (together  with certain of its  Affiliates)  with
credit facilities initially aggregating up to $7.5 million; and

     WHEREAS, to induce Lender to enter into the Credit Agreement and other Loan
Documents  and  as  additional  consideration  for  the  credit  to be  provided
thereunder,  Company has agreed to issue and deliver to  Purchaser  an Option to
acquire the Warrants  (evidenced by Warrant  Certificates)  to purchase up to an
aggregate of 10% (on a fully diluted  basis and subject to adjustment  including
under Section 5.1.m) of the Capital Stock and voting rights of Company;

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and other  good and
valuable   consideration   (receipt   and   sufficiency   of  which  are  hereby
acknowledged),  and intending to be legally bound hereby,  Company and Purchaser
hereby agree as follows:


                         ARTICLE 1 . GRANT OF WARRANTS


     1.1.  GRANT AND EXERCISE OF OPTION.  Company  hereby grants to Purchaser an
option  (the  "Option")  to  acquire   warrants  (the  "Warrants")  to  purchase
collectively  shares  of voting  Common  Stock  representing,  as of the date of
exercising  such  Option,  10% of the issued and  outstanding  shares of Capital
Stock and voting  rights of Company (on a fully  diluted  basis) (but  excluding
from such  calculation any shares of Common Stock sold after the date hereof and
prior to the date of exercising  such Option in connection  with which the price
per share sold is based upon a valuation of the equity of the Company that is no
less than $20.0 million and as to which Purchaser does not elect to exercise its
preemptive  rights  under  Section  5.1.h).  The actual  number of Warrants  and
Warrant  Shares  purchasable  pursuant to the Warrants will be established as of
the date that the Option is  exercised,  and such number of Warrants and Warrant
Shares will  thereafter  be adjusted from time to time as provided  herein.  The
Option is exercisable  immediately  and may be exercised by the holder hereof by
written  notice to  Company  at any time  prior to the  earlier  to occur of the
following two events: (a) 11:59 p.m. (Eastern Time) on June 30, 2009 and (b) the
date on which


                                        1

<PAGE>


Lender accepts payment of the Deferred  Interest  accrued under Section 1.1.5 of
the Credit  Agreement.  Any notice of  exercise of the Option  shall  include an
acknowledgment  that the holder  hereof is forgoing any further right to collect
the accrued  Deferred  Interest  under  Section  1.1.5 of the Credit  Agreement.
Immediately upon exercise of the Option, Company shall issue and deliver to such
holder  Warrant   Certificates   evidencing   the  Warrants,   together  with  a
capitalization  chart and an  explanation of how the number of Warrants is being
calculated.  Any dispute  between  Company  and such holder with  respect to the
number of Warrants and Warrant  Shares  purchasable  to be  represented  by such
Warrant  Certificates shall be resolved by an Independent  Appraiser selected by
such  holder  with  the  approval  of  Company  (which  approval  shall  not  be
unreasonably  withheld).  The terms of Articles 4, 5, and 6 hereof  shall not be
effective until the Option is exercised  (other than Sections 4.10,  4.14, 4.15,
4.16, 5.1.h,  5.1.m and 6.1, which Sections are effective  immediately as of the
date  hereof).  Purchaser  (without the necessity of any consent by Company) may
transfer the Option to and among any Holder-Affiliated Transferees.

     1.2. WARRANT  ENTITLEMENT.  Each Warrant entitles the registered  Holder of
such  Warrant  to  purchase   (during  the  Exercise  Period)  one  fully  paid,
nonassessable  Warrant Share at a price of $.01 per share (as such amount may be
adjusted from time to time as provided herein, the "Exercise Price").

     1.3.  OPTION  AND  WARRANTS  AS  ADDITIONAL  COMPENSATION.  The  Option and
Warrants (and the grant thereof  hereunder) are additional  compensation for the
cost,  expense and risk incurred by Lender  (and/or its  Affiliates)  associated
with the  underwriting  and  establishment  of the loan credit  facilities to be
provided for in the Credit Agreement,  but neither the grant nor the exercise of
any Option or Warrants in any way affects or relieves  Company (or any Affiliate
thereof) of any of its  obligations to fully and timely perform and to fully and
timely repay the entire  indebtedness due under the Credit Agreement and related
Loan Documents.


             ARTICLE 2 . PURCHASER'S REPRESENTATIONS AND AGREEMENTS


     Purchaser  represents  and  warrants  that it is  acquiring  the Option (a)
solely for the purpose of investment and not with a view to any  distribution of
the Warrants or any Warrant Shares within the meaning of the Securities Act, and
(b) with no present  intention of selling or otherwise  transferring the Option,
the Warrants,  the Warrant Certificates or the Warrant Shares except as provided
herein.  Purchaser further  represents and warrants as follows:  (1) it has such
knowledge and  experience in financial and business  matters as to be capable of
evaluating the merits and risks of its prospective  investment in the Option and
Warrants,  and  (2) it has  the  ability  to  bear  the  economic  risks  of its
prospective  investment,  and (3) it is able (without  materially  impairing its
financial  condition) to hold the Option, the Warrants and Warrant Shares for an
indefinite  period of time and to suffer a complete  loss on its  investment  in
such Option,  Warrants  and Warrant  Shares.  Purchaser  agrees that it will not
offer, sell or otherwise transfer any Option, Warrants,  Warrant Certificates or
Warrant  Shares except in compliance  with this Agreement and the Securities Act
(and the  regulations of the  Commission  thereunder) , as well as in compliance
with any applicable laws, regulations and orders


                                       2


<PAGE>


of and/or  administered  by any State PUC (to the  extent  failure  to so comply
could  reasonably be expected to have or cause a material  adverse effect on the
operations of Company) or the FCC.


              ARTICLE 3 . COMPANY'S REPRESENTATIONS AND WARRANTIES


     Company represents and warrants that:

     3.1.  LEGAL  EXISTENCE  AND  POWER.  Company  (a)  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New Jersey, and (b) has all requisite power to execute, deliver and perform this
Agreement,  and (c) has all requisite power to issue and deliver the Option,  to
issue,  execute,  deliver and perform the Warrants and Warrant  Certificates (if
and when the Option is  exercised),  and to issue and deliver the Warrant Shares
(if and when any  Warrants are  exercised).  The  Articles of  Incorporation  of
Company (as amended  from time to time prior to the  effective  date hereof) are
attached as Exhibit A.

     3.2. AUTHORIZATION;  NON-CONTRAVENTION. Company has duly authorized each of
the following by all requisite actions thereof: (a) the execution,  delivery and
performance of this Agreement,  and (b) the issuance and delivery of the Option,
and (c) the issuance and delivery of the Warrants  upon  exercise of the Option,
and (d) the execution, delivery and performance of the Warrant Certificates, and
(e) the  issuance  and  delivery of the Warrant  Shares upon any exercise of the
Warrants.  None of the actions or  activities  by Company the  authorization  of
which is described  in the first  sentence of this  Section  (when  performed by
Company)  will  violate,  breach or cause a default  under (or will  require any
consent  that has not been  obtained  under) any  applicable  law or  regulation
(including the laws, regulations and orders of and/or administered by the FCC or
any  State  PUC),  the  Organic  Documents  of  Company,  any  voting  or  other
equity-related  agreements,  any other material  agreements or instruments,  any
order,  injunction  or  decree of any court or  governmental  authority,  or any
permit,  authorization  or license that (with  respect to each of the  foregoing
items,  as  applicable)  Company  is a party to,  Company is bound by or Company
operates   pursuant  to.  The   resolutions  of  Company's  Board  of  Directors
authorizing  the actions  described  in the first  sentence of this  Section are
attached as Exhibit B and are in full force and effect as of the effective  date
hereof.

     3.3.  EXECUTION,  DELIVERY AND BINDING EFFECT. This Agreement has been duly
executed and delivered by Company.  This Agreement and the Option constitute and
the  Warrants  and  Warrant  Certificates  will  constitute  valid  and  binding
obligations  of Company  enforceable  against  Company in accordance  with their
terms  except as (a) the  enforceability  hereof or  thereof  may be  limited by
applicable  bankruptcy,  insolvency or similar laws affecting  creditors' rights
generally  and (b) the  availability  of  equitable  remedies  may be limited by
equitable principles of general applicability.

     3.4. BROKER AND FINDER FEES. Company has not dealt with any broker, finder,
investment bank or other advisor in connection with the issuance and sale of the
Option,  the  Warrants  or Warrant  Shares,  and no broker,  finder,  investment
banking or advisory fee or commission has been


                                       3
<PAGE>


or will be payable (or  asserted to be payable) by Company  with  respect to the
issuance and sale of the Option, the Warrants or the Warrant Shares.

     3.5.  OFFER AND SALE OF  SECURITIES.  The offer,  sale and  issuance of the
Option  complied  with or are exempt from,  and the issuance of the Warrants and
Warrant Shares pursuant to the terms hereof and thereof will comply with or will
be exempt from, the  requirements of federal and applicable  state securities or
"Blue Sky" laws.

     3.6. CAPITALIZATION; WARRANT SHARES AS A PERCENT OF CAPITAL STOCK.

          a.  Schedule  3.6  accurately  and  completely  describes  all  of the
     authorized,  issued and outstanding shares of Capital Stock of Company. All
     of such  outstanding  shares of Capital Stock have been validly  issued and
     are fully paid and nonassessable.

          b. Except as disclosed  on Schedule  3.6 or as is required  under this
     Agreement,  Company  is  not  subject  to  any  obligation  (contingent  or
     otherwise)  to purchase or  otherwise  acquire or retire any of its Capital
     Stock, and no Person has any right of first refusal,  preemptive right, put
     right or similar right with respect to any Capital Stock of Company. Except
     as disclosed on Schedule 3.6 or as is required under this Agreement,  there
     are no  outstanding  warrants,  options,  convertible  securities  or other
     rights,  agreements  or  arrangements  under  which  Company  is or  may be
     obligated to issue any Capital  Stock.  Except as disclosed on Schedule 3.6
     or as is  required  under this  Agreement,  Company  has not granted to any
     Person the right to require  Company to register any  securities of Company
     under the Securities  Act (whether on a demand basis or in connection  with
     the  registration  of  securities of Company for its own account or for the
     account of any other Person).

          c. The Warrant  Shares (as of the date of exercise of the Option) will
     represent  10% of the issued and  outstanding  shares of Capital  Stock and
     voting  rights on a fully  diluted basis (except as provided in Section 1.1
     and subject to adjustment including under Section 5.1.m).

     3.7. RESERVATION AND ISSUANCE OF WARRANT SHARES. Company has reserved among
its currently  authorized but unissued shares of Common Stock the full number of
Warrant  Shares  deliverable  upon exercise of all of the Warrants.  The Warrant
Shares (when and if issued upon exercise of the Warrants in accordance  with the
terms  hereof)  (a) will be duly  authorized,  validly  issued,  fully  paid and
nonassessable, and (b) will be free from all taxes (other than income taxes that
may be imposed  upon the Holder  thereof),  liens  (other than liens that may be
created  by  the  Holder  thereof  as and to the  extent  permitted  under  this
Agreement),  preemptive  rights,  rights of first  refusal or similar  rights of
other equityholders of Company.

     3.8.  DISCLOSURES.  All information  relating to or concerning Company (and
its direct and  indirect  Subsidiaries,  if any) set forth in this  Agreement or
otherwise provided to Purchaser in connection with the transactions contemplated
by this Agreement is true,  correct and complete in all material  respects,  and
Company has not omitted to state any  material  fact  necessary in order to make
the statements made herein or therein (in light of the circumstances under which
there were made) not misleading.


                                       4
<PAGE>


     3.9. ACKNOWLEDGMENT REGARDING PURCHASER'S PURCHASE OF THE WARRANTS. Company
acknowledges  and agrees that (a)  Purchaser is acting solely in the capacity of
an arm's length  purchaser with respect to this  Agreement and the  transactions
contemplated  hereby,  and (b)  Company  has been  advised  by legal  counsel in
connection  herewith,  and (c) Purchaser is not acting as a financial advisor or
fiduciary of Company (or in any similar capacity) with respect to this Agreement
or the transactions  contemplated  hereby, and (d) any advice given by Purchaser
or any of its  representatives  or agents in connection  with this Agreement and
the  transactions  contemplated  hereby  is  merely  incidental  to  Purchaser's
purchase of the Warrants.


                  ARTICLE 4 . THE WARRANTS AND WARRANT SHARES


     4.1. WARRANT CERTIFICATES.

          a. Form of  Certificate;  Registration  Among Company's  Records.  The
     Warrants  shall be evidenced by one or more Warrant  Certificates,  each of
     which will be  substantially  in the form of Exhibit C with the  applicable
     legend  specified on Exhibit D (but shall  incorporate such changes therein
     as may be  required  from  time to time to  reflect  any  adjustments  made
     pursuant  to  Article  5).  Each  Warrant  Certificate  shall  be  uniquely
     numbered, shall identify the record Holder thereof, and shall be registered
     on the books and  records of Company in  substantially  the same  manner as
     other equity interests of Company.

          b. Exchange and Transfer of Certificates.  A Warrant  Certificate (and
     the Warrants  evidenced thereby) may be exchanged or (subject to compliance
     with the applicable  requirements  hereof) may be transferred  from time to
     time at the  option  of the  Holder  thereof.  Upon  surrender  of any such
     Warrant Certificate to Company, then Company shall issue and deliver to (or
     in accordance with the written instructions of) such Holder one or more new
     Warrant  Certificates  evidencing  in the  aggregate  the  same  number  of
     Warrants.

          c. Missing and Mutilated  Certificates.  If any Warrant Certificate is
     lost,  stolen,  mutilated or  destroyed,  then Company (upon request of the
     registered  Holder  thereof)  shall issue and deliver to (or in  accordance
     with the  written  instructions  of) such  Holder  one or more  replacement
     Warrant  Certificates  evidencing  in the  aggregate  the  same  number  of
     Warrants.  Company's  obligation  under this Clause is conditioned upon its
     receipt of reasonably satisfactory evidence of such loss, theft, mutilation
     or destruction.

          d. Authorization of Certificate Signer. Any Warrant Certificate may be
     signed on behalf of Company (and delivered to the Holder entitled  thereto)
     by any  person  who,  on the  actual  date of  execution  of  such  Warrant
     Certificate,   is  a  proper  officer  of  Company  to  sign  such  Warrant
     Certificate even though (1) on the date of execution of this Agreement such
     person was not such an officer,  and/or (2) on the date of delivery of such
     Warrant  Certificate  such  person has  ceased to serve as such  officer of
     Company.


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<PAGE>


     4.2. EXERCISE OF WARRANTS.

          a. Exercise Period.  The Warrants are exercisable at any time and from
     time to time  after the  exercise  of the  Option  and prior to 11:59  p.m.
     (Eastern  Time) on June 30, 2009 (as such period may be extended  from time
     to time by mutual agreement of the Holders and Company, "Exercise Period"),
     at which time any unexercised Warrants shall expire.

          b.  Method  of  Exercise.  A Holder  of any  Warrant  Certificate  may
     exercise any such Warrants from time to time during the Exercise  Period to
     purchase Warrant Shares upon (1) the surrender of such Warrant  Certificate
     evidencing  such  Warrants,  and (2) the payment of the  Exercise  Price in
     cash, by certified or cashier's check payable to the order of Company or by
     wire  transfer  to Company.  Such  surrender  and payment  must occur at an
     office of  Company  or at such other  address  as  Company  may  specify in
     writing to the then registered Holder of such Warrant Certificate.

          c. Issuance of Warrant  Shares Upon  Exercise.  Upon  surrender of any
     Warrant  Certificate  and  payment  of the  applicable  Exercise  Price (as
     described  above in this  Section),  then  Company  shall  issue,  sell and
     deliver  to or  upon  the  instructions  of  the  Holder  of  such  Warrant
     Certificate and/or its designee one or more certificates  evidencing in the
     aggregate  the  number  of  Warrant  Shares  represented  by  such  Warrant
     Certificate  that are then being  purchased  (each of which Warrant  Shares
     shall be validly  issued,  fully paid and  nonassessable).  Any  persons so
     designated  to be named  therein shall be deemed to have become a Holder of
     record of such Warrant  Shares as of the date of exercise of such Warrants.
     If less than all of the  Warrants  evidenced by a Warrant  Certificate  are
     exercised  at any time prior to the last day of the Exercise  Period,  then
     Company  shall  issue  to such  Holder  (or its  designee)  one or more new
     Warrant Certificates  evidencing the remaining number of Warrants evidenced
     by such Warrant Certificate that are not then exercised by Holder.

          d.  Rights of a Holder  of  Warrant  Shares  Upon  Exercise.  Upon any
     exercise of Warrants by a Holder entitled thereto in accordance with and as
     provided  under this  Agreement,  the Holder of such issued  Warrant Shares
     shall be entitled  to all of the rights and  benefits of a holder of voting
     Capital Stock under the Organic  Documents of Company as well as the rights
     and  benefits  of  a  Holder  of  Warrant   Shares  under  this   Agreement
     (notwithstanding  any provision of such Organic Documents to the contrary).
     To the extent that the rights and  benefits  of a holder of voting  Capital
     Stock under the Organic  Documents are inconsistent  with or less favorable
     than the  rights and  benefits  of a Holder of  Warrant  Shares  under this
     Agreement,  then the terms and provisions of this  Agreement  shall control
     and govern with respect to the rights and benefits of such Holder.

     4.3. TRANSFERS OF WARRANTS AND WARRANT SHARES.

          a. General  Transferability.  Except as otherwise  expressly  provided
     herein,  upon  compliance  with  any  applicable   requirements  under  the
     Securities Act and the laws,  regulations and orders of and/or administered
     by each State PUC (to the extent  failure to so comply could  reasonably be
     expected to have or cause a material  adverse  effect on the  operations of
     Company)  or  the  FCC,  then  the  Warrants,   the  corresponding  Warrant
     Certificates and the Warrant Shares may be transferred by Purchaser (or any
     other  subsequent  Holder)  from  time  to time in  whole  or in part  upon
     complying


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<PAGE>


with the right of first refusal under Clause "b" of this Section or as otherwise
provided  under  Clause  "c" of this  Section  (but  without  the  necessity  of
obtaining any consent of Company).

          b. Restrictions on Transferability  (Right of First Refusal).  So long
     as (i) all other holders of equity (or rights to acquire equity) of Company
     are  subject to at least as  restrictive  a condition  on their  ability to
     transfer such equity  interests  and (ii) no Public  Offering has occurred,
     and (iii) no Event of Default then exists under the Credit Agreement,  then
     Prior to selling any of the Warrants to any Person  (other than as provided
     in  Clause  "c"  below),  Purchaser  (or  a  subsequent   Holder-Affiliated
     Transferee who is then the Holder of such Warrants) will afford Company the
     right (for a period of 5 Business  Days after such Holder  provides  notice
     thereof  to  Company)  to  purchase  such  Warrants  on the same  terms and
     conditions  (including price,  consideration and method of payment) as such
     Holder is  proposing  to sell such  Warrants to any such other  Person.  If
     Company does not  irrevocably  commit to so acquire all such Warrants under
     such terms and conditions during such 5-Business-Day period (and thereafter
     consummate such acquisition within 30 calendar days after such commitment),
     then such Holder at any time  thereafter may sell such Warrants to any such
     other Person on terms and  conditions  that are  substantially  the same or
     less  favorable  to such  acquiror  than as was  offered  to  Company.  For
     purposes of the immediately  preceding sentence,  the term "less favorable"
     terms and conditions will include a higher price per Warrant Share and/or a
     higher percentage of consideration in immediately available funds.

          c. Unrestricted  Transferability  to Certain Persons.  Notwithstanding
     the foregoing or any other  provision of this  Agreement,  upon  compliance
     with any  applicable  requirements  under the  Securities Act and the laws,
     regulations  and  orders of and/or  administered  by each State PUC (to the
     extent failure to so comply could reasonably be expected to have or cause a
     material  adverse effect on the operations of Company) or the FCC, then the
     Warrants,  the  Warrant  Certificates  and/or  the  Warrant  Shares  may be
     transferred by Purchaser (or any other subsequent Holder) from time to time
     in whole or in part without any restriction or condition (including without
     the  necessity  of  complying  with  any  right of  first  refusal)  to any
     Holder-Affiliated Transferee, to any Affiliate of such Holder and/or to any
     Person who is also  acquiring  some or all of the  indebtedness  of Company
     under the Credit Agreement.

          d. Treatment of Holder Prior to Notice of Transfer. Prior to receiving
     notice  of any  such  transfer  (either  from  such  Holder  or  from  such
     transferee), Company shall be otherwise entitled to treat such known Holder
     as the Holder of record  hereunder  for  purposes  of giving and  receiving
     notices and for purposes of exercising rights hereunder.

          e.  Rights  of  a  Subsequent  Holder.  Unless  otherwise  limited  or
     restricted  pursuant to the document of transfer,  then a subsequent Holder
     of Warrants,  Warrant  Certificates  or Warrant Shares  hereunder  shall be
     entitled to all of the rights and benefits of the transferring Holder under
     this Agreement and under the Organic Documents.

     4.4. REGISTRATION AND RELATED RIGHTS.

          a.  Incidental  Registration  in a Public  Offering.  Each  Holder  of
     Warrant  Shares and each Holder of Warrants shall have the right to require
     Company to include all or (at such


                                       7
<PAGE>


Holder's  election)  any portion of such Warrant  Shares and the Warrant  Shares
purchasable  upon  exercise  of any such  Warrants  in any  Public  Offering  of
Company's securities.

     Company  shall give  written  notice to each  Holder of  Warrants  and each
Holder of Warrant Shares (at each such Holder's last known address as it appears
on Company's  books and records)  promptly  after the  occurrence  of any of the
following  events:  (i) Company  deciding to proceed  with any  registration  of
securities  that would  constitute a Public Offering if declared  effective,  or
(ii)  the  initial  filing  of a  registration  statement  with  the  Commission
pertaining  to any  Public  Offering,  or (iii)  any  amendment,  supplement  or
modification  to any  registration  statement  for a Public  Offering by Company
(other than amendments,  supplements and modifications that occur  automatically
through incorporation by reference as a result of subsequently prepared publicly
available materials), or (iv) any withdrawal of any registration statement for a
Public  Offering by Company.  Once any such  registration  statement is declared
effective  by the  Commission,  then  Company may not amend or modify it without
providing each Holder of Warrants and each Holder of Warrant Shares with written
notice  thereof at least 5 Business  Days prior to filing any such  amendment or
modification with the Commission.

     In connection  with any such Public  Offering,  Company shall enter into an
underwriting  agreement with one or more underwriters that shall provide,  among
other things,  that the  underwriters  shall offer to purchase at the closing of
such Public  Offering all of the Warrant Shares and all of the Warrants (or such
lesser  portion  thereof  as any Holder  may  request)  at the price paid by the
underwriters  for  the  Capital  Stock  (or if a  security  convertible  into or
exchangeable  for, or rights to purchase,  Capital Stock,  then the  conversion,
exchange or purchase  price for the Capital Stock  provided for by such security
less the conversion,  exchange or exercise premium on the date of such offering)
sold by Company and/or any selling shareholders (less, with respect to Warrants,
the  Exercise  Price then in  effect).  Notwithstanding  the  foregoing,  if the
underwriters  shall advise  Company in writing  that,  in their  experience  and
professional  opinion  arrived  at in good  faith  based  upon  existing  market
conditions, inclusion of such number of Warrant Shares (together with the shares
of Capital Stock requested for registration by any other selling  equityholders)
will adversely  affect the price or distribution of the securities to be offered
in such Public  Offering  solely for the  account of  Company,  then (1) Company
shall  promptly  furnish each such Holder with a copy of such written  advice by
the underwriters, and (2) such Holders shall then have the right to include only
such number of Warrant Shares and Warrants that such advice by the  underwriters
indicates may be distributed without adversely affecting the distribution of the
securities  solely for Company's  account.  As among  Holders of Warrant  Shares
and/or  Warrants,  such  availability for inclusion in the registration for such
Public  Offering  shall be  allocated  pro rata based  upon the total  number of
Warrant Shares owned or purchasable by such Holder.  As between such Holders and
any other  holders of Capital  Stock  requesting  to be  included in such Public
Offering,  priority for inclusion in the  registration  for such Public Offering
shall be  allocated  pro rata based  upon the total  number of shares of Capital
Stock owned or purchasable by such holder and the Holders.

     In  connection  with an Initial  Public  Offering,  provided that all other
holders  of equity  interests  of Company  are  subject  to  identical  (or more
restrictive) restrictions with respect to their equity interests, each Holder of
Warrants and each Holder of Warrant Shares shall agree to refrain


                                       8
<PAGE>


from  selling  or  otherwise  transferring  (other  than to a  Holder-Affiliated
Transferee)  any Warrant Shares not included in such Initial Public Offering for
a period of time (not to exceed 90 calendar days after the effective date of the
registration  statement for such Initial Public  Offering) as may be appropriate
under the circumstances and reasonably requested by Company and the underwriters
for such offering.

          b.  Demand  Registration  Following  an  Initial  Public  Offering  or
     Surviving Public Combination.  In addition to any other registration rights
     to which any  Holder is  entitled,  at any time and from time to time after
     the  closing  of  an  Initial  Public   Offering  or  a  Surviving   Public
     Combination,  Company  (upon each request of Holders of at least 50% of the
     Warrant Shares and Warrants) shall prepare,  shall file with the Commission
     and shall use its best efforts to cause to become  effective as promptly as
     reasonably possible a registration  statement (on Form S-3 or any successor
     form,  if available)  covering such number of Warrant  Shares owned or then
     purchasable as is requested by such Holders. Notwithstanding the foregoing,
     Company  shall not be  required  to so prepare  and file upon the demand of
     such Holders  either (a) more than three (3) such  registration  statements
     that are declared  effective by the  Commission and maintained in effect by
     Company for at least 90 consecutive calendar days and are not on a Form S-3
     (or any successor form), or (b) any such registration  statement within the
     first 90 calendar days after the closing of an Initial Public Offering,  or
     (c) any such registration statement within the first 90 calendar days after
     the  closing  of a  Public  Offering  that  was  effective  for at least 90
     consecutive  calendar  days and in which 50% or more of the Warrant  Shares
     and Warrants were included.

     In connection with any such demand registration, Company shall use its best
efforts to engage (or, at Holders' request, shall use its best efforts to assist
Holders in engaging) one or more underwriters to purchase on a best-efforts or a
firm-offer  basis the Warrant  Shares owned or then  purchasable at the price at
which such  Warrant  Shares are to be resold under such  registration  statement
less the underwriters'  discount (less,  with respect to Warrants,  the Exercise
Price then in effect). The registration  statement shall also provide that sales
of the Warrant Shares may be made by dealers, on an exchange if listed, directly
to purchasers  or in any other  manner.  No such  registration  statement  filed
pursuant to this demand  registration  provision (without the consent of Holders
of at least 50% of the total  Warrant  Shares  and  Warrants)  may relate to any
securities  other than the Warrant Shares,  and no other  securities may be sold
incidentally  to any such  underwritten  public  offering  of Warrant  Shares so
registered.

     In  connection  with any  such  demand  registration,  Company  shall  keep
effective  and maintain  the  registration,  qualification,  approval or listing
covering  the Warrant  Shares for a period of at least 90  consecutive  calendar
days (or in the event such registration is on Form S-3 or any successor form, on
a continuous  basis).  Company from time to time shall amend or  supplement  the
prospectus  and  registration   statement  used  in  connection  with  any  such
registration to the extent necessary to comply with applicable law (including to
reflect additional information relating to the plan of distribution),  and shall
immediately advise each Holder if any such prospectus or registration  statement
does not so  comply  and/or  if any stop  order or  similar  order is  issued or
threatened  or any request for  amendment  or  supplement  is received  from any
regulatory  agency.  Company shall make every  reasonable  effort to prevent the
issuance of any stop order and, if any stop order is issued, to obtain


                                       9
<PAGE>


the lifting thereof at the earliest  possible moment.  Company shall comply with
all other  applicable laws in connection with any offering of Warrant Shares and
will promptly make  available an earnings  statement in accordance  with Section
11(a) of the Securities Act and the regulations promulgated thereunder.

          c. Holders  Entitled to  Equivalent  Rights.  If Company has otherwise
     granted  or  hereafter  grants  to  any  Person  any  other  or  additional
     registration  rights with respect to any  securities of Company (or similar
     registration  rights with any more  favorable or less  restrictive  terms),
     then Company will  promptly  notify each Holder of Warrants and each Holder
     of Warrant Shares,  and such registration  rights (or the more favorable or
     less  restrictive  terms  thereof)  will  be  deemed  automatically  to  be
     incorporated into this Agreement (without the necessity of any other action
     by the parties hereto) as additional  registration  rights that each Holder
     is entitled to exercise.

          d. Sales Through  Underwriters  and Dealers.  Company shall effect the
     registration or qualification  of the Warrant Shares,  and the notification
     to or approval  of any  governmental  authority  under any federal or state
     law, and the listing with any securities exchange on which the Common Stock
     is  listed,  in each  instance  as may be  necessary  to permit the sale of
     Warrant  Shares  through  underwriters,  and,  in  the  case  of  a  demand
     registration hereunder,  also through dealers, on an exchange,  directly to
     purchasers or in any other manner.

          e. Certain Additional Agreements in Connection with Registrations.  In
     connection with any Public Offering,  Company (1) shall enter into, execute
     and deliver all agreements and other  instruments and documents  (including
     opinions of counsel,  comfort letters and underwriting agreements) that are
     customary  and  appropriate  with  such  public  offerings,  and (2)  shall
     cooperate with any  underwriters to facilitate  sales of the Warrant Shares
     to the same extent as if such Warrant Shares were being offered directly by
     Company,  and (3) shall  furnish  each  Holder  such  numbers  of copies of
     registration  statements and  prospectuses  (and amendments and supplements
     thereto) as such Holder may reasonably request, and (4) shall take all such
     other actions as are necessary or advisable to facilitate the  registration
     and sale of such Warrant Shares.  In connection with any Public Offering as
     to which any Holder is requesting registration of Warrant Shares, each such
     Holder (i) shall provide Company with such  information  regarding  itself,
     himself or herself as may be reasonably required by Company, and (ii) shall
     reasonably  cooperate with Company in the  preparation of the  registration
     statement,  and (iii) shall enter into,  execute and deliver all agreements
     and other  instruments and documents that are customary and appropriate for
     selling  equityholders  to execute in  connection  with a secondary  public
     offering.

          f.  Indemnification  by Company.  In  connection  with any offering of
     Warrant Shares  pursuant to the provisions of this Section,  Company hereby
     indemnifies  and holds  harmless each Holder of Warrants and each Holder of
     Warrant Shares (and the directors, officers and controlling Persons of each
     such  Holder),  each other  Person (if any) who acts on behalf of or at the
     request of any such  Holder,  each  underwriter,  and each other Person who
     participates in the offering of Warrant Shares (collectively,  for purposes
     of this Clause,  the  "Indemnified  Parties")  against any losses,  claims,
     damages or liabilities,  joint or several,  to which such Indemnified Party
     may become  subject  under the  Securities  Act or any other  statute or at
     common law,  insofar as such losses,


                                       10
<PAGE>


claims,  damages or liabilities (or actions in respect  thereof) arise out of or
are based upon either of the following:

               (i) any untrue  statement  or  alleged  untrue  statement  of any
          material  fact  contained  (on  the  effective  date  thereof)  in any
          registration  statement  (or any amendment  thereto)  under which such
          Warrant  Shares  were  registered  under the  Securities  Act,  or the
          omission or alleged omission  therefrom of a material fact required to
          be stated  therein or necessary  to make the  statements  therein,  in
          light of the circumstances under which they were made, not misleading,
          or

               (ii) any  untrue  statement  or  alleged  untrue  statement  of a
          material fact  contained in any  preliminary  prospectus or prospectus
          (or any  amendment or  supplement  thereto) or the omission or alleged
          omission therefrom of a material fact necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading, or

               (iii) any  violation by Company of any federal or state law, rule
          or  regulation   applicable   to  Company  in   connection   with  any
          registration  statement or prospectus  (or any amendment or supplement
          thereto).

Company shall also  reimburse each such  Indemnified  Party for any legal or any
other expenses reasonably incurred in connection with investigating or defending
any  such  loss,  claim,  damage,  liability  or  action.   Notwithstanding  the
foregoing,  Company shall not be liable to an Indemnified Party in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based  upon any  untrue or  alleged  untrue  statement  or  omission  or alleged
omission  made  in  such   registration   statement,   preliminary   prospectus,
prospectus,  or amendment or supplement in reliance upon and in conformity  with
written information  furnished to Company through an instrument duly executed by
such  Indemnified  Party  specifically  stating  that  it is  expressly  for use
therein.  Such indemnity shall remain in full force and effect and shall survive
the transfer of such Warrants or Warrant Shares by any such Holder.

          g.  Indemnification  by Holders.  Each Holder whose Warrant Shares are
     sold  under  any  registration  statement  pursuant  to  this  Section  (by
     inclusion of such  Warrant  Shares  thereunder)  shall  indemnify  and hold
     harmless Company (the officers, directors and controlling Persons thereof),
     each other Holder of Warrants and each other Holder of Warrant  Shares (and
     the directors,  officers and controlling Persons of each such Holder), each
     other Person (if any) who acts on behalf of or at the request of Company or
     such other Holder, each underwriter, and each other Person who participates
     in the  offering  of Warrant  Shares  (collectively,  for  purposes of this
     Clause, the "Indemnified  Parties") against any losses,  claims, damages or
     liabilities,  joint or several,  to which such Indemnified Party may become
     subject  under the  Securities  Act or any other  statute or at common law,
     insofar as such  losses,  claims,  damages or  liabilities  (or  actions in
     respect thereof) arise out of or are based upon either of the following:

               (i) any untrue  statement  or  alleged  untrue  statement  of any
          material  fact  contained  (on  the  effective  date  thereof)  in any
          registration statement (or any


                                       11
<PAGE>


          amendment  thereto)  under which such Warrant  Shares were  registered
          under  the  Securities  Act at the  request  of  such  Holder,  or the
          omission or alleged omission  therefrom of a material fact required to
          be stated  therein or necessary  to make the  statements  therein,  in
          light of the circumstances under which they were made, not misleading,
          or

               (ii) any  untrue  statement  or  alleged  untrue  statement  of a
          material fact  contained in any  preliminary  prospectus or prospectus
          (or any  amendment or  supplement  thereto) or the omission or alleged
          omission therefrom of a material fact necessary to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading;

but only to the extent (with  respect to either of the  foregoing  Clauses) that
such  untrue  statement  or alleged  untrue  statement  or  omission  or alleged
omission  was  made  in such  registration  statement,  preliminary  prospectus,
prospectus,  amendment or supplement  in reliance  upon and in  conformity  with
written information  furnished to Company through an instrument duly executed by
such Holder specifically stating that it is expressly for use therein. Each such
Holder shall also  reimburse  each such  Indemnified  Party for any legal or any
other expenses reasonably incurred in connection with investigating or defending
any  such  loss,  claim,  damage,  liability  or  action.   Notwithstanding  the
foregoing,  no such Holder shall be liable to any Indemnified  Party in any such
instance to the extent (a) such loss, claim,  damage or liability relates to any
untrue statement or omission, or any alleged untrue statement or omission,  made
in a preliminary  prospectus but  eliminated or remedied in a final  prospectus,
and (b) a copy of the final prospectus was not delivered to the Person asserting
the claim at or prior to the time required by the  Securities Act in an instance
for which  delivery  thereof  would  have  constituted  a  defense  to the claim
asserted by such Person.

          h. Certain  Notices and Other Rights  Relating to  Indemnification.  A
     party from whom indemnity may be sought  pursuant to the provisions of this
     Section shall not be liable for such indemnity with respect to any claim as
     to which  indemnity is sought unless the party seeking such indemnity shall
     have  notified  such  indemnifying  party in  writing of the nature of such
     claim promptly after such indemnified  party becomes aware of the assertion
     thereof.  Notwithstanding  the  foregoing,  the  failure to so notify  such
     indemnifying party shall not relieve such party from any liability which it
     may  have to such  indemnified  party  otherwise  than  on  account  of the
     provisions  of this Section or if the failure to give such notice  promptly
     shall not have been prejudicial to such indemnifying party. No indemnifying
     party shall be liable for any  compromise  or settlement of any such action
     effected without its consent.  No indemnifying party (in the defense of any
     such claim or suit),  without the consent of each indemnified  party, shall
     consent  to any  compromise  or  settlement  that  does not  include  as an
     unconditional  term thereof the giving by the claimant to such  indemnified
     party of a complete  release from all liability in respect of such claim or
     suit.

          i.   Contribution.   In  order  to  provide  for  just  and  equitable
     contribution in circumstances in which the indemnification  provided for in
     this Section for any reason is held to be unenforceable although applicable
     in  accordance  with  its  terms,  Company  and  the  Holders,  as  amongst
     themselves,  shall contribute to the losses, claims,  damages,  liabilities
     and  expenses  described  herein in such  proportions  so that the  portion
     thereof for which any Holder shall be


                                       12
<PAGE>


     responsible  shall be limited to the portion  determined  by a court or the
     parties  to  any  settlement  to be  directly  attributable  to  an  untrue
     statement of a material  fact or an omission to state a material  fact in a
     registration statement, preliminary prospectus,  prospectus or amendment or
     supplement thereto in specific reliance upon and in conformity with written
     information  furnished to Company  through an  instrument  duly executed by
     such Holder specifically  stating that it is expressly for use therein, and
     Company  shall  be  responsible  for  the  balance.   Notwithstanding   the
     foregoing,  the  liability  of each  Holder  shall  be  limited  to the net
     proceeds  received by such Holder from the sale of the Warrant  Shares sold
     by it  thereunder.  Company and the Holders agree that it would not be just
     and equitable if their  respective  obligations  to  contribute  were to be
     determined by pro rata allocation, by reference to the proceeds realized by
     them or in any  manner  which  does not take  into  account  the  equitable
     considerations set forth in this Clause.

     4.5. RIGHTS UPON EQUITY DISPOSITIONS AND NON-SURVIVING TRANSACTIONS.

          a. Offer to Purchase. In connection with any Equity Disposition or any
     Non-Surviving   Transaction,   Company  or  the   acquiror  in  any  Equity
     Disposition or  Non-Surviving  Transaction  shall also offer to purchase on
     the  terms  set  forth  below  all of the  Warrant  Shares  and  all of the
     Warrants. If an Equity Disposition is of less than all of the Capital Stock
     then outstanding, then the number of Warrants and Warrant Shares subject to
     purchase  under  this  Section  shall be  reduced  proportionately  (to the
     nearest whole  number),  and such reduced number will be allocated pro rata
     among  all  Holders  desiring  to tender  Warrant  Shares  or  Warrants  in
     connection with such transaction.

          b. Notice of Proposed  Transaction.  Company shall give written notice
     to each Holder of Warrants and each Holder of Warrant  Shares (at each such
     Holder's last known  address as it appears on Company's  books and records)
     promptly  after an  agreement  in  principle is reached with respect to any
     Equity Disposition or any Non-Surviving  Transaction (but, in any event, at
     least 30 calendar days prior to the closing of any such transaction).

          c. Purchase  Price.  If a Holder accepts the offer under this Section,
     then (as a condition  to  consummation  of such Equity  Disposition  or any
     Non-Surviving  Transaction)  either Company or such acquiror shall purchase
     (either before or concurrently  with the consummation of such  transaction)
     all  Warrants  and Warrant  Shares  tendered by a Holder  thereof at a cash
     price per Warrant and  Warrant  Share equal to the result of the  following
     formula:

               (i) the product of (1) the  aggregate  consideration  received by
          all sellers and  transferors  in connection  with such  transaction or
          series of related  transactions  (including  the  consideration  to be
          received  by the holders of Warrants  and Warrant  Shares  pursuant to
          this  provision)  and (2) a  fraction  the  numerator  of which is the
          number of  Warrants  and  Warrant  Shares  tendered  for  purchase  in
          connection with such transaction or series of related transactions and
          the  denominator of which is the sum of the number of shares of Common
          Stock  outstanding  immediately prior to such transaction or series of
          related  transactions  plus the number of Warrants and Warrant  Shares
          tendered for  purchase  (which  result is the amount of  consideration
          available


                                       13
<PAGE>


          for all Warrants and Warrant Shares  tendered in connection  with such
          transaction), divided by

               (ii) the number of  Warrants  and  Warrant  Shares  tendered  for
          purchase in  connection  with such  transaction  (which  result is the
          amount of  consideration  available for each Warrant and Warrant Share
          tendered in connection with such transaction), minus

               (iii) the Exercise Price then in effect (but only with respect to
          Warrants and not Warrant Shares).

Notwithstanding the foregoing, in connection with any such Equity Disposition or
Non-Surviving Transaction,  each Holder may elect (at its option) to receive the
purchase  price  payable under this Section pro rata in kind in the same form of
consideration as is to be received by Company or such selling equityholder.

          d. Payment of Purchase  Price.  Company (either before or concurrently
     with  the  consummation  of  such  transactions)  shall  distribute  to the
     respective  Holders of Warrants and Warrant Shares (or to such other Person
     as such Holder may direct Company in writing) the applicable purchase price
     for each  tendered  Warrant  Share and  Warrant in cash,  by  certified  or
     cashier's  check, by wire transfer or by any other means acceptable to such
     Holder. In addition, Company shall also deliver to each such Holder (as and
     to the extent  applicable) a return or  re-issuance of Warrants and Warrant
     Shares not purchased in connection with any such transaction.

          e.  Determination  of  "Aggregate  Consideration".  Unless  the entire
     consideration  in such  transaction  consists  of cash or unless  otherwise
     agreed by Holders of Warrants  and Warrant  Shares,  then the fair value of
     the "aggregate consideration" to be received by all sellers and transferors
     in connection with an Equity Disposition or Non-Surviving Transaction shall
     be determined by an Independent Appraiser selected by Holders of a majority
     of the Warrants and Warrant Shares and approved by Company (which  approval
     may not be unreasonably withheld, delayed or conditioned). Such Independent
     Appraiser  shall use one or more  valuation  methods  that the  Independent
     Appraiser  (in  its  best  professional  judgment)  determines  to be  most
     appropriate  under the  circumstances;  provided,  that (i) such  valuation
     methods  shall take into  account  any  related  agreements  that result in
     personal  gain,  payments  or  compensation  to any  director,  officer  or
     equityholder  of Company,  and (ii) such  valuation  methods shall not give
     effect to (1) any discount for any lack of liquidity or minority status, or
     (2) the fact that such equity  securities  may not be registered  under the
     Securities Act. Such  Independent  Appraiser,  as promptly as is reasonably
     possible,  will  prepare  and  deliver to Company  and to each  Holder of a
     Warrant or Warrant  Share a written  valuation  report  indicating  (a) the
     methods  of  valuation  considered  or  used,  and  (b)  the  value  of the
     "aggregate  consideration"  paid by the  acquiror  in  connection  with the
     particular  Equity  Disposition or  Non-Surviving  Transaction or otherwise
     received by the sellers and  transferors in connection  therewith,  and (c)
     the nature and scope of the  examination  or  investigation  upon which the
     determination of value was made.  Unless the valuation report is revised by
     the Independent  Appraiser within 5 Business Days after delivery thereof or
     unless Company and Holders  otherwise


                                       14
<PAGE>


mutually  agree,  then the valuation  report shall be deemed final at the end of
such 5-Business-Day  period.  Company shall pay the fees and expenses associated
with the Independent Appraiser.

     4.6. REPURCHASE OFFERS.

          a.  Offer  to  Repurchase.  Within  30  calendar  days  following  the
     occurrence of any Repurchase Condition,  Company shall make a written offer
     (each, a "Repurchase  Offer") to repurchase at the  Repurchase  Price up to
     all of the Warrant  Shares and  Warrants  owned by each  Holder.  Each such
     Repurchase Offer (among other things) shall indicate the date of occurrence
     of the relevant Repurchase Condition and shall provide a calculation of the
     Current   Market  Price  per  Warrant  Share   (together  with  a  copy  of
     documentation  supporting such  calculation).  Each such  Repurchase  Offer
     shall be  delivered  by Company  to each such  Holder  entitled  thereto by
     first-class  mail to the last known address of such Holder on the books and
     records of Company.

          b. "Repurchase Condition".  A "Repurchase Condition" will be deemed to
     occur (1) on February  28, 2002,  and (2) on February 28, 2009,  and (3) at
     any time after February 28, 2002, and prior to June 30, 2009 upon a written
     request  from  Holders  of at least  50% of the  outstanding  Warrants  and
     Warrant Shares,  and (4) upon any full repayment of the indebtedness  under
     the Loan  Documents,  and (5) upon the  occurrence  of any Event of Default
     under and as defined in the Credit Agreement.

          c.  "Repurchase  Price".  The "Repurchase  Price" for each Warrant and
     Warrant  Share in  connection  with any such  Repurchase  Offer will be the
     greater of (a) the  Deferred  Interest  (as  determined  and defined in the
     Credit  Agreement)  as of the  date of  consummating  any  such  Repurchase
     transaction  (or if Lender  has  previously  opted to  exercise  the Option
     rather than  collect the Deferred  Interest,  then as of the date that such
     decision  was made)  divided by the number of Warrants  and Warrant  Shares
     then  outstanding or (b) the Current  Market Price per Warrant Share,  less
     with respect to Warrants (but not Warrant  Shares) the Exercise  Price then
     in effect.

          d. Acceptance of Repurchase Offer. At any time within 60 calendar days
     after a Holder  receives a Repurchase  Offer (together with a final written
     valuation  report),  each such Holder may accept such  Repurchase  Offer by
     agreeing  to tender for  repurchase  by Company  all or any portion of such
     Holder's Warrant Shares and Warrants.

          e. Payment of Purchase Price. Within 30 calendar days of receiving any
     such  agreement  to  tender  Warrant  Shares  or  Warrants,  Company  shall
     distribute  to each such Holder (or to such other Person as such Holder may
     direct  Company in writing) the applicable  Repurchase  Price for each such
     tendered  Warrant  Share and Warrant in cash,  by  certified  or  cashier's
     check,  by wire  transfer or by any other means  acceptable  to such Holder
     (concurrently with which distribution, such Holder shall deliver to Company
     the Warrant Certificates and/or Warrant Shares). In addition, Company shall
     also deliver to each such Holder (as and to the extent applicable) a return
     or re-issuance of Warrants and Warrant Shares not tendered for  repurchase.
     Notwithstanding  the foregoing,  with respect to the  Repurchase  Condition
     occurring  concurrently  with any full repayment of the indebtedness  under
     the Loan Documents under Clause "b(4)" above,  unless the Holders otherwise
     consent, Company shall establish a cash escrow of the Repurchase Price with
     a "well


                                       15
<PAGE>


     capitalized"  depository  institution   concurrently  with  any  such  full
     repayment  of the  indebtedness  under  the Loan  Documents  (but such cash
     escrow shall be returned to Company if the Holders elect not to accept such
     Repurchase Offer).

     4.7. CUMULATIVE RIGHTS. The rights of Holders upon the occurrence of events
set forth in this Article 4 are  cumulative.  If more than one such event occurs
simultaneously  (or the time period for  exercising  any such rights  overlaps),
then each  Holder  can elect  which  rights (if any) to  exercise  and any prior
inclusion  or  surrender  of  Warrants  or  Warrant  Shares  with  respect  to a
transaction  that has not yet closed may be rescinded by such Holder during such
overlapping  period in order to exercise  rights arising under any  concurrently
occurring event.

     4.8. EXERCISE OF RIGHTS  CONDITIONED UPON CLOSING OF TRANSACTION  INVOLVED.
The rights of Holders to have  Warrants or Warrant  Shares  included and sold in
any Public  Offering or purchased  in any Equity  Disposition  or  Non-Surviving
Transaction  pursuant to this Article 4 are conditioned upon the consummation of
the proposed  transaction.  Neither Company nor any equityholder involved in any
such proposed transaction shall have any obligation to Holders to consummate any
such proposed  transaction once an agreement in principle or decision to proceed
with respect thereto is reached, except as expressly provided in this Article 4.

     4.9.  PAYMENT  OF  TAXES  AND  EXPENSES.  Company  will  pay  all  expenses
(including  reasonable  costs and expenses of Holders and legal counsel thereto,
but excluding  underwriter's  and/or broker's discounts and commissions),  taxes
(other  than  income  taxes)  and other  fees and  charges  attributable  to the
issuance, registration, qualification, notification, approval, listing, transfer
pursuant  to  Section  4.5,  and/or  repurchase  of the  Warrants,  the  Warrant
Certificates and the Warrant Shares.

     4.10.  RESERVATION  AND  ISSUANCE OF WARRANT  SHARES.  Company at all times
shall  reserve  (and keep  free from  preemptive  rights  or  similar  rights of
equityholders  of Company) among its  authorized but unissued  shares of Capital
Stock the full number of Warrant Shares  deliverable upon exercise of all of the
Warrants.  Company  covenants  that all Warrant  Shares (when and if issued upon
exercise  of the  Warrants in  accordance  with the terms  hereof)  will be duly
authorized,  validly issued, fully paid and nonassessable (and will be free from
all taxes,  liens,  charges and security  interests with respect to the issuance
thereof).  Before taking any action that could cause an  adjustment  pursuant to
Article 5,  Company will take any  corporate  action that (in the opinion of its
counsel) may be necessary or  appropriate  in order that Company may validly and
legally issue fully paid and nonassessable  Warrant Shares at the Exercise Price
as so adjusted.

     4.11.  CORRECTIVE  ADJUSTMENTS.  Company hereby acknowledges that Purchaser
has relied upon, among other things,  the  representation and warranty set forth
in Section 3.6 regarding the outstanding Capital Stock of Company and the rights
to acquire Capital Stock of Company as of the date of this  Agreement.  If it is
later determined that the  representation  and warranty set forth in Section 3.6
is untrue or  inaccurate  such that the  outstanding  Capital Stock or rights to
acquire  Capital  Stock are  greater  that the amount  disclosed  therein,  then
Company  shall  notify  each  Holder  in  writing  within  10  Business  Days of
discovering such inaccuracy and shall promptly  prepare,  execute and deliver to
the Holders such  additional  documents  and  certificates  as are  necessary to
equitably


                                       16
<PAGE>


adjust the Warrants and Warrant Shares deliverable upon exercise of all Warrants
for the benefit of  Holders.  Such  adjustment  shall  include  the  issuance of
additional  Warrants or the  reduction  in Exercise  Price of the  Warrants,  as
approved in writing by Holders of a majority of the Warrants.

     4.12. LISTING OF SHARES. If Company lists any shares of Common Stock on any
national  securities  exchange,  inter-dealer  quotation system or other market,
then  Company (at its  expense)  will use its best  efforts to cause the Warrant
Shares to be  approved  for  listing,  subject to notice of  issuance,  and will
provide  prompt  notice to each  such  exchange,  system or other  market of the
issuance thereof from time to time.

     4.13. LISTS OF HOLDERS.  Company (from time to time upon the request of any
Holder) will provide such Holder with a list of the registered Holders and their
respective addresses.

     4.14.  STATEMENT OF WARRANT  INTEREST.  Company (from time to time upon the
request of any  Holder)  will  provide  such  Holder  with a  statement  of such
Holder's   interest  in  Company   containing  the  following   information  (as
applicable):  (a) the number of Warrants that would be issued if the Option were
then exercised (and an  explanation,  in reasonable  detail,  of the calculation
thereof),  and (b) the number of Warrants  then owned of record by such  Holder,
and (c) the number of  Warrant  Shares  purchasable  upon the  exercise  of each
Warrant then owned of record by such Holder,  and (d) the Exercise Price of each
Warrant  then  owned of record by such  Holder,  and (e) the  number of  Warrant
Shares  then  owned of record by such  Holder,  and (f) a chart  describing  (in
reasonable detail) the then current capitalization of Company.

     4.15. RIGHT OF INSPECTION.  At any time and from time to time during normal
business hours (upon  reasonable  prior written  notice) Company will permit any
Holder (or any agent or  representative  thereof,  but at such Holder's cost and
expense) (i) to visit, and (ii) to examine and make copies of and abstracts from
the books and records of Company and its Subsidiaries,  and (iii) to discuss the
affairs,  finances,  and  accounts of Company and its  Subsidiaries  with any of
their respective officers, directors and independent accountants.

     4.16.  ATTENDANCE  AND  PARTICIPATION  RIGHTS.  So long as the Warrants and
Warrant Shares of Holders collectively  represent 5% or more of the Common Stock
of Company (on a fully diluted basis), then a representative of Holders shall be
entitled  (if at any time  hereafter  Holders  so elect)  to attend  each of the
meetings of Company's Board of Directors  (including,  each committee  thereof).
Notwithstanding  the foregoing,  at the request of Company,  representatives  of
Holders may be required  temporarily  to leave any such  meeting of the Board of
Directors  if such action is  necessary  to preserve  Company's  attorney-client
privilege with respect to such meetings or the information disseminated therein.
In addition,  at all times while any Holder owns Warrant Shares  representing 5%
or more of the issued and outstanding  Common Stock, such Holder (at its option)
shall be entitled to designate a pro rata percent of the  positions on the Board
of Directors (and each  committee  thereof) of Company  (rounded  upwards to the
next whole number).  The Company will cause any directors designated by a Holder
to be included among the nominees who are  recommended for election as directors
by management of the Company,  at each meeting of the Company's  stockholders at
which directors of the Company are proposed to be elected.


                                       17
<PAGE>


     4.17.  COMPLIANCE  WITH APPROVAL  REQUIREMENTS.  If any Warrants or Warrant
Shares require  registration  or approval of the FCC, any State PUC or any other
governmental  authority (or the taking of any other action under the laws of the
United  States of America or any  political  subdivision  thereof)  before  such
securities  may be validly  issued,  then Company will secure and maintain  such
registration or approval or will take such other action as and when necessary.


                      ARTICLE 5 . ANTI-DILUTION PROVISIONS


     5.1. ADJUSTMENTS TO WARRANT SHARES PURCHASABLE AND EXERCISE PRICE.


          a. General Intent Regarding Anti-Dilution. It is the intent of Company
     and  Purchaser  that the Warrant  Shares  purchasable  upon exercise of the
     Warrants (as of the date on which the Option is exercised)  (together  with
     the rights under Clause 5.1 regarding  preemptive rights) will represent at
     least 10% of the issued and outstanding  shares of Capital Stock and voting
     rights from time to time on a fully diluted basis. It is also the intent of
     Company and  Purchaser  that the  aggregate  purchase  price to acquire the
     percentage  interest  represented by the Warrant Shares (on a fully diluted
     basis) not exceed the aggregate Exercise Price for all Warrant Shares as of
     the effective date hereof. Notwithstanding the foregoing, the percentage of
     the  issued and  outstanding  shares of Capital  Stock  represented  by the
     Warrants and/or Warrant Shares may increase from time to time hereafter (i)
     upon the  occurrence of any redemption of equity as to which Holders do not
     participate,   and/or  (ii)  if  any   Subsidiaries   of  Company  are  not
     wholly-owned  by  Company.   Further  notwithstanding  the  foregoing,  the
     anti-dilution  protections contained in this Subsection "a" and Subsections
     "c" and "e" of this Section 5.1 shall not apply to (and the  percentage  of
     the  issued and  outstanding  shares of Capital  Stock  represented  by the
     Warrants  and/or Warrant Shares may decrease upon) any sale of Common Stock
     in connection with which the price per share sold is based upon a valuation
     of the equity of the  Company  that is no less than $20.0  million and with
     respect to which  Holders  elect not to exercise  preemptive  rights  under
     Subsection  "h".  For purposes of  Subsections  "c" and "e" of this Section
     5.1, the "Target  Market Price" shall mean the price per share at such time
     determined based upon a $20.0 million valuation of the equity.

          b. Equity Dividends, Restructurings and Reclassifications.  If Company
     at any time (1)  declares  or pays a dividend  on its  outstanding  Capital
     Stock in shares of Common  Stock or other  securities  of  Company,  or (2)
     subdivides  its  outstanding  shares of Common  Stock,  or (3) combines its
     outstanding  shares of Common Stock into a smaller number of shares, or (4)
     issues by  reclassification of the Common Stock other securities of Company
     (including  any  such   reclassification   in  connection  with  a  merger,
     consolidation  or  other  business  combination  in  which  Company  is the
     surviving  entity),  then the number and kind of Warrant Shares purchasable
     upon  exercise of each  Warrant  shall be adjusted so that each Holder of a
     Warrant  upon  exercise  of such  Warrant  shall be entitled to receive the
     aggregate  number and kind of Warrant Shares or other securities of Company
     that such  Holder  would have owned or would have been  entitled to receive
     after the  occurrence  of any such event had such  Warrant  been  exercised
     immediately  prior to the  occurrence  of such event (or, if  earlier,  any
     record date with respect thereto).  Any adjustment


                                       18
<PAGE>


required by this  Clause (a) shall  become  effective  on the date of such event
retroactive  to the record date with respect  thereto (if any), and (b) shall be
made successively whenever any such event occurs.

          c. Rights to Purchase Below Target  Current  Market Price.  If Company
     issues any rights,  options or warrants to subscribe for or purchase Common
     Stock (or securities  convertible or  exchangeable  into Common Stock) at a
     price per share (or having a conversion  or exchange  price per share) less
     than the  Target  Market  Price  per  share  of  Common  Stock  or  without
     consideration,  then the current  Exercise Price to be in effect after such
     issuance shall be reduced to a price determined as follows:

          multiply (1) the Exercise  Price in effect  immediately  prior to such
          issuance by (2) a fraction (i) the numerator of which is the number of
          shares of Common Stock  outstanding  on the date of such issuance plus
          the  number of shares of Common  Stock  which the  aggregate  offering
          price of the total  number of shares of Common  Stock so to be offered
          (or  the  aggregate  initial  conversion  or  exchange  price  of  the
          convertible  or  exchangeable  securities  so  to  be  offered)  would
          purchase at the Target Market Price and (ii) the  denominator of which
          is the  number of shares of Common  Stock  outstanding  on the date of
          such issuance plus the number of additional  shares of Common Stock to
          be offered for subscription or purchase (or into which the convertible
          or   exchangeable   securities   so  to  be  offered   are   initially
          convertible).

The  provisions  of this  Clause,  however,  will not apply to any  issuance  of
Warrants or to any issuance of Warrant Shares upon exercise of any Warrants.  If
such subscription price may be paid in a consideration any of which is in a form
other  than  cash,  then the value of such  consideration  (unless  Company  and
Holders  otherwise  mutually  agree) shall be as  determined  by an  Independent
Appraiser,  and the Board of Directors of Company shall cause the related shares
to be fully  paid.  Any  adjustment  required  by this  Clause (a) shall  become
effective on the date of issuance retroactive to the record date for determining
equityholders  entitled  to  receive  such  issuance,  and  (b)  shall  be  made
successively whenever any such event occurs.

          d.  Distributions  of Indebtedness,  Assets or Securities.  If Company
     distributes   to  any  holders  of  Capital  Stock   (including   any  such
     distribution in connection with a merger or  consolidation in which Company
     is the continuing  entity) evidences of indebtedness of Company,  assets or
     securities  (excluding dividends or distributions  otherwise  appropriately
     covered under other Clauses of this Section 5.1), then the current Exercise
     Price to be in effect after such  distribution  shall be reduced to a price
     determined as follows:

          multiply (1) the Exercise  Price in effect  immediately  prior to such
          record  date by (2) a  fraction  (i) the  numerator  of  which  is the
          Current  Market  Price per share of Common  Stock on such  record date
          minus  the fair  value (as  determined  by an  Independent  Appraiser,
          unless  otherwise  mutually  agreed by  Company  and  Holders)  of the
          portion of the assets,  evidences of


                                       19
<PAGE>


          indebtedness  or other  securities so to be distributed  applicable to
          one share of Capital  Stock and (ii) the  denominator  of which is the
          Current Market Price per share of Common Stock.

Any adjustment required by this Clause (a) shall become effective on the date of
issuance retroactive to the record date for determining  equityholders  entitled
to receive such  distribution,  and (b) shall be made successively  whenever any
such event occurs.

          e. Other  Issuances  Below Target Market Price.  If Company  issues or
     sells  any  shares  of  Common  Stock  (or  rights,  options,  warrants  or
     convertible or exchangeable  securities containing a right to subscribe for
     or purchase shares of Common Stock)  (excluding (i) issuances or sales with
     respect to transactions otherwise appropriately covered under other Clauses
     of this Section 5.1 and (ii) any Warrant Shares), at a price per share less
     than  the  Target  Market  Price  per  share  of  Common  Stock  in  effect
     immediately  prior to such sale or  issuance,  then the  number of  Warrant
     Shares  thereafter  purchasable  upon the exercise of each Warrant shall be
     determined as follows:

          multiply (1) the number of Warrant Shares theretofore purchasable upon
          the exercise of each  Warrant by (2) a fraction  (i) the  numerator of
          which shall be the total number of shares of Common Stock  outstanding
          immediately  after such issuance or sale and (ii) the  denominator  of
          which shall be an amount  equal to the sum of (A) the total  number of
          shares of Common Stock outstanding  immediately prior to such issuance
          or sale  plus (B) the  number  of  shares  of  Common  Stock  that the
          aggregate  consideration  received  (as  determined  below)  for  such
          issuance or sale would  purchase at the Target  Market Price per share
          of Common Stock in effect immediately prior to such sale and issuance.

For purposes of such adjustments,  the shares of Common Stock that the holder of
any such rights, options,  warrants or convertible or exchangeable securities is
entitled  to  subscribe  for or  purchase  shall  be  deemed  to be  issued  and
outstanding  as of the date of such  issuance  or sale,  and the  "consideration
received"  by Company  shall be deemed to be (a) the  consideration  received by
Company for such  rights,  options,  warrants  or  convertible  or  exchangeable
securities  plus  (b) the  consideration  or  premiums  stated  in such  rights,
options,  warrants or convertible or exchangeable  securities to be paid for the
shares of Common  Stock  purchasable  thereby.  If  Company  (i) issues or sells
shares for  consideration  that  includes any  property  other than cash or (ii)
issues or sells shares  together with other  securities as a part of a unit at a
price per unit, then the "price per share" and the  "consideration  received" by
Company  for  purposes  of this Clause  (unless  Company  and Holders  otherwise
mutually agree) will be determined by an Independent  Appraiser.  Any adjustment
required by this Clause (a) shall become  effective  retroactive  to the date of
issuance  or sale of any  such  rights,  options,  warrants  or  convertible  or
exchangeable  securities,  and (b) shall be made successively  whenever any such
event occurs.

          f.  Dividend  Dilution  Fee. If any  dividend,  distribution  or other
     payment  is made or  accrued  after the date  hereof  with  respect  to any
     Capital  Stock  or  other  equity  securities  of  Company,   then  Company
     (concurrently  with any  actual  payment  thereof)  shall make a payment in


                                       20
<PAGE>


     immediately  available  funds to each  Holder of  Warrants  and/or  Warrant
     Shares equal to such Holder's percentage ownership of Company's outstanding
     Capital Stock (but, for such purposes, treating all Warrants as though they
     had then been  exercised) of such dividend,  distribution or other payment.
     Notwithstanding  the foregoing,  Company shall not be obligated to make any
     such  payment to a Holder (and no Holder  shall be entitled to receive such
     payment) to the extent that such Holder  otherwise  receives actual payment
     of the  corresponding  dividend or  distribution  relating to such  Warrant
     Share as a holder of Warrant Shares in such class of equity security.

          g. Catchall Anti-Dilution  Protection. If Company otherwise issues any
     securities or instruments or engages in any  transaction an effect of which
     is to dilute the economic  value or voting rights of any Holder's  Warrants
     or Warrant  Shares in a manner  contrary  to the general  intent  expressed
     under Clause "a" of this Section  (including the issuance of any securities
     or instruments  with enhanced voting rights,  preemptive  rights,  dividend
     preferences  or  liquidation  preferences),  then Company will implement an
     equitable  adjustment  to such  Holder's  interest  in Company (in a manner
     reasonably  acceptable  to such Holder) in order to account for the effects
     of such transaction.  Any adjustment  required by this Clause shall be made
     successively  whenever  any such event  occurs.  If Company and Holders are
     unable  to agree on the  amount or form of any such  equitable  adjustment,
     then Company will retain an  Independent  Appraiser  acceptable  to Holders
     (which acceptance may not be unreasonably withheld) that will determine the
     amount and form of such equitable adjustment.

          h.  Preemptive  Rights  for Any  Non-Protected  Issuances.  If Company
     otherwise issues or sells any shares of Capital Stock (or rights,  options,
     warrants or convertible or exchangeable  securities containing the right to
     subscribe for or purchase shares of Common Stock)  (excluding  issuances or
     sales  with   respect  to   transactions   for  which   Holders   otherwise
     appropriately received anti-dilution protection under other Clauses of this
     Section 5.1),  then each Holder of Warrants  and/or Warrant Shares shall be
     entitled at any time during the term of this  Warrant  Agreement to acquire
     (at the lesser of the price paid by such  acquiror of Capital  Stock or the
     Current Market Price  therefor,  and on terms and  conditions  otherwise at
     least as favorable as was offered to such acquiror) an amount of additional
     shares of Capital  Stock that would  entitle  such  Holder to have the same
     aggregate  percentage of Capital  Stock (on a fully diluted  basis) as such
     Holder had or was entitled to have immediately prior to such transaction.

          i. Rights Applicable to Shares Other than Common Stock. If at any time
     (as a result of an  adjustment  made pursuant to this Section 5.1) a Holder
     becomes  entitled  to receive  any shares of Company  other than  shares of
     Common Stock, then thereafter the number of such other shares so receivable
     upon exercise of any Warrant  shall be subject to  adjustment  from time to
     time in a manner and on terms as nearly  equivalent as  practicable  to the
     provisions  with  respect to the Warrant  Shares  contained in this Section
     5.1, and the  provisions  of Article 4 with  respect to the Warrant  Shares
     shall apply on like terms to such other shares.

          j. Holders  Entitled to  Equivalent  Rights.  If Company has otherwise
     granted  or  hereafter  grants  to  any  Person  any  other  or  additional
     anti-dilution   protection  or  preemptive   rights  with  respect  to  any
     securities  of Company  (or  similar  protections  or rights  with any more
     favorable or less restrictive


                                       21
<PAGE>


terms),  then  Company  will  promptly  notify each Holder of Warrants  and each
Holder of Warrant Shares, and such protections and rights (or the more favorable
or  less  restrictive  terms  thereof)  will  be  deemed   automatically  to  be
incorporated  into this Agreement  (without the necessity of any other action by
the parties  hereto) as  additional  protections  and rights that each Holder is
entitled to exercise.

          k.  Expiration of Rights  Previously  Subject to Adjustment.  Upon the
     expiration of any rights,  options or warrants that resulted in adjustments
     pursuant to this  Section 5.1 that were not  exercised,  then the  Exercise
     Price and the number of Warrant Shares  purchasable shall be readjusted and
     thereafter  shall be such as it  would  have  been  had it been  originally
     adjusted (or had the original adjustment not been required,  as applicable)
     as if (A) the only shares of Common Stock purchasable upon exercise of such
     rights,  options  or  warrants  were the  shares of  Common  Stock (if any)
     actually  issued or sold  upon the  exercise  of such  rights,  options  or
     warrants  and (B) such  shares of  Common  Stock so issued or sold (if any)
     were issuable for the  consideration  actually  received by Company for the
     issuance,  sale or grant of all such rights, options or warrants whether or
     not exercised;  provided that no such  readjustment  may have the effect of
     increasing  the Exercise  Price or decreasing  the number of Warrant Shares
     purchasable  upon the  exercise  of a Warrant by an amount in excess of the
     amount of the adjustment initially made in respect to the issuance, sale or
     grant of such rights, options or warrants.

          l. Election to Adjust Warrants Rather than Exercise Price.  Any Holder
     may elect on or after the date of any  adjustment to the Exercise  Price to
     adjust the number of Warrants (and Warrant Shares  purchasable)  instead of
     the Exercise  Price.  Upon any such  election,  the number of Warrants (and
     Warrant Shares purchasable) will be determined by multiplying the number of
     Warrants and Warrant  Shares  purchasable  by a fraction  the  numerator of
     which is the Exercise Price in effect  immediately prior to such adjustment
     and the denominator of which is the Exercise Price in effect as a result of
     such adjustment.

          m.  Adjustments  for  Subsidiaries  Not  Wholly-Owned  by Company.  If
     Company  at any  time  does  not  own  100%  of the  Capital  Stock  of any
     Subsidiary,  then the number of Warrant Shares purchasable upon exercise of
     each Warrant  shall be adjusted in accordance  with the following  formula:
     multiply  (1) the  percentage  of the  Capital  Stock of  Company  to which
     Holders would  otherwise be entitled under this Warrant  Agreement by (2) a
     fraction (i) the numerator of which is 1 and (ii) the  denominator of which
     is the  percentage  of the Capital Stock of such  Subsidiary  then owned by
     Company.

     5.2. NOTICE OF ADJUSTMENT.  Upon any adjustment required under this Article
5,  Company (at its  expense)  shall mail  (within 10  Business  Days after such
adjustment) by first-class mail, postage prepaid, to each Holder of Warrants and
each Holder of Warrant  Shares a notice of such  adjustment.  Such notice  shall
include the  following  (each in reasonable  detail):  (i) the number of Warrant
Shares  purchasable  upon the exercise of each Warrant and the Exercise Price of
such  Warrant  after such  adjustment,  and (ii) a brief  statement of the facts
requiring such  adjustment,  and (iii) the  computation by which such adjustment
was made.

     5.3.  PRESERVATION  OF  PURCHASE  RIGHTS  UPON  CERTAIN  TRANSACTIONS.   In
connection  with any merger,  consolidation,  reorganization  or  combination of
Company with or into  another  Person  (whether or not Company is the  surviving
entity), or any sale, transfer or lease to another Person of


                                       22
<PAGE>


all or  substantially  all the  property  of  Company,  then  Company  (or  such
successor  or  purchasing  Person)  shall  execute an agreement in favor of each
Holder of Warrants  giving such Holder the right  thereafter upon payment of the
Exercise  Price in effect  immediately  prior to such  action to  purchase  upon
exercise of each  Warrant the kind and amount of  securities,  cash and property
that such Holder would have owned or would have been  entitled to receive  after
the  happening of such merger,  consolidation,  combination,  sale,  transfer or
lease had such Warrant been exercised  immediately  prior to such action. If any
such successor, reorganized or purchasing Person is not a corporation taxed as a
"C"   corporation,   then  such  Person  shall  also  provide   appropriate  tax
indemnification with respect to such shares and other securities and property so
that,  upon  exercise of the  Warrants,  each Holder  thereof will have the same
benefits such Holder  otherwise  would have had if such  successor or purchasing
Person were a corporation.  Such agreement  shall provide for  adjustments  that
shall be as nearly equivalent as may be practicable to the adjustments  provided
for in this Article 5. The provisions of this Section shall  similarly  apply to
successive mergers, consolidations, combinations, sales, transfers or leases.


                        ARTICLE 6 . COMPANY'S COVENANTS


     6.1. INFORMATION.

          a.  Information  Provided by Company to Other Persons.  Whether or not
     Company is subject to the reporting requirements of Sections 13 or 15(d) of
     the  Exchange  Act,  Company  will  provide  each Holder with a copy of all
     information (including financial information) and other communications that
     are  sent  by or on  behalf  of  Company  (i) to  any  class  of  Company's
     equityholders (if such  communication is material),  or (ii) to the members
     of Company's Board of Directors, or (iii) to the Commission.  Company shall
     provide such information and  communications  to Holders  concurrently with
     providing it to such third parties.

          b.  Specific  Additional  Information.  Company will also provide each
     Holder  written  notice  of  (and  describing  in  reasonable  detail)  the
     occurrence of any of the following events:

               1.  Company  offers or issues to any Person any shares of Capital
          Stock or securities convertible into or exchangeable for Capital Stock
          or any right to subscribe for or purchase any thereof; or

               2. A dissolution, liquidation or winding up of Company; or

               3. An agreement in principle is reached and/or a letter of intent
          is executed with respect to any Equity  Disposition  or  Non-Surviving
          Transaction; or

               4.  Company  declares  or  makes  (directly  or  indirectly)  any
          payment,  dividend or distribution (in cash or otherwise) with respect
          to, or incurs any liability for the purchase, acquisition,  redemption
          or  retirement  of,  any  Capital  Stock or as a  dividend,  return of
          capital  or  other  payment  or   distribution  of  any  kind  to  any
          equityholder.


                                       23
<PAGE>


Each such  notice  shall be mailed by Company to each  Holder (at such  Holder's
last known  address on the books and  records of  Company)  at least 20 Business
Days prior to the applicable record date of such transaction.

          c. Additional  Requested  Information.  In addition to the information
     and disclosures otherwise required under this Agreement,  Company will also
     provide to each Holder any  information  reasonably  requested from time to
     time by such  Holder  relating to the  operations,  business  plans  and/or
     ownership of Company.

          d.  Disclosure  of  Information  by  Holders.  Each Holder will employ
     reasonable  procedures  to treat as  confidential  all written,  non-public
     information  delivered to such Holder pursuant to this Agreement concerning
     the  performance,  operations,  assets,  structure  and  business  plans of
     Company  that  is  conspicuously  designated  by  Company  as  confidential
     information.  While other or different  confidentiality  procedures  may be
     employed by each Holder, the actual procedures  employed by such Holder for
     this purpose will be  conclusively  deemed to be  reasonable if they are at
     least  as  protective  of  such  information  as the  procedures  generally
     employed by such Holder to safeguard the  confidentiality  of such Holder's
     own information  that such Holder  generally  considers to be confidential.
     Notwithstanding  the  foregoing,  each Holder may disclose any  information
     concerning  Company in such  Holder's  possession  from time to time (a) to
     permitted  participants,  transferees,  assignees,  pledgees and  investors
     (including prospective participants,  transferees,  assignees, pledgees and
     investors), but subject to a reasonable confidentiality agreement regarding
     any  non-public  confidential  information  thereby  disclosed,  and (b) in
     response to credit inquiries consistent with general banking practices, and
     (c) to any  federal  or state  regulator  of such  Holder,  and (d) to such
     Holder's Affiliates,  employees,  legal counsel,  appraisers,  accountants,
     agents and investors, and (e) to any Person pursuant to compulsory judicial
     process,  and (f) to any judicial or arbitration  forum in connection  with
     enforcing  this Agreement or defending any action based upon this Agreement
     or the relationship  between such Holder and Company,  and (g) to any other
     Person with respect to the public or non-confidential  portions of any such
     information. Moreover, each Holder (without any compensation,  remuneration
     or  notice  to  Company)  may also  include  operational,  performance  and
     structural  information  and data  relating  to  Company  in  compilations,
     reports and data bases  assembled  by such Holder (or its  Affiliates)  and
     used to conduct,  support,  assist in and validate portfolio,  industry and
     credit  research and analysis for itself  and/or other  Persons;  provided,
     however,  that such  Holder may not thereby  disclose to other  Persons any
     information relating to Company in a manner that is attributable to Company
     unless (1) such disclosure is permitted under the standards  outlined above
     in this Section or (2) Company otherwise separately consents thereto (which
     consent may not be unreasonably withheld).

     6.2. BOOKS AND RECORDS. Company and each of its Subsidiaries shall keep and
maintain  satisfactory  and adequate  books and records of account in accordance
with generally accepted accounting principles.

     6.3. NO AMENDMENTS TO ORGANIC DOCUMENTS.  Without the prior written consent
of Holders representing a majority of Warrant Shares and Warrants (which consent
may not be  unreasonably  withheld),  Company shall not permit any amendments to
its Organic Documents. Without limiting the generality of the foregoing, without
the prior written consent of Holders


                                       24
<PAGE>


representing a majority of Warrant Shares and Warrants (which consent may not be
unreasonably  withheld),  Company shall not establish any class of Capital Stock
or issue any shares of Capital Stock that have rights,  dividends or preferences
senior to or more advantageous than the rights, dividends and preferences of the
Warrant Shares.

     6.4.  REINCORPORATION  AND  REORGANIZATION.  Company  shall not at any time
reincorporate  in any  jurisdiction or reorganize into a different form of legal
entity  unless (in each such  instance)  Company shall have received a favorable
opinion of counsel to the effect  that such  reincorporation  or  reorganization
shall impose no direct or contingent liability on Holders under the laws of such
jurisdiction. A copy of each such opinion shall be provided to each Holder.

     6.5. EXISTENCE,  GOOD STANDING AND AUTHORIZATIONS.  Company and each of its
Subsidiaries  shall  preserve and maintain its  existence in good  standing as a
organization  under  the  laws  of its  jurisdiction  of  incorporation  and the
validity of all its  authorizations  and licenses required in the conduct of its
businesses.

     6.6.  CONDUCT OF  BUSINESS.  Without the prior  written  consent of Holders
representing a majority of Warrant Shares and Warrants (which consent may not be
unreasonably  withheld),  Company  (a) will  continue to engage in (and only in)
businesses of the same general type as now conducted by it, and (b) will comply,
and will cause each  Subsidiary  to comply,  in all material  respects  with all
applicable  material laws,  regulations,  and orders, and (c) will not (and will
not permit any Subsidiary to) engage in any  transaction  (including  employment
arrangements)  with any  Affiliate or other  related  party other than for value
received and under  reasonable and customary  terms and  conditions  that are at
least  as  favorable  to  Company  as  would  be  achieved  in an  arm's  length
transaction.


                            ARTICLE 7 . DEFINITIONS


     7.1.  DEFINITIONS.  As used herein,  the following terms have the following
respective meanings:


          7.1.1.  "Affiliate"  of any Person means any other Person  directly or
     indirectly  controlling,  controlled by or under direct or indirect  common
     control  with such Person.  A Person  shall be deemed to "control"  another
     Person if such first Person  possesses  directly or indirectly the power to
     direct  (or to cause  the  direction  of or to  materially  influence)  the
     management and policies of the second Person, whether through the ownership
     of voting  securities,  by  contract or  otherwise.  Without  limiting  the
     generality of the foregoing,  each of the following  Persons will be deemed
     to be an  Affiliate of Company:  (a) each Person  (other than a Holder) who
     owns 5% or more of any class or series of Capital Stock of Company, and (b)
     each Person  (other than a Holder) who serves on the board of  directors of
     the  Company  or any  Subsidiary  thereof,  and (c) each  senior  executive
     officer of Company.


                                       25
<PAGE>

          7.1.2.  "Agreement"  means  this  Option  and  Warrant  Agreement,  as
     amended, modified and supplemented from time to time.

          7.1.3. "Appraised Valuation" means, as of any relevant date, the value
     of a Warrant  Share,  a share of Common  Stock or other  security or equity
     interest (as  applicable) as determined by an Independent  Appraiser.  Such
     Independent  Appraiser  will be  selected  by Holders of a majority  of the
     Warrants and Warrant Shares and approved by Company (which approval may not
     be  unreasonably  withheld,  delayed  or  conditioned).   Such  Independent
     Appraiser  shall use one or more  valuation  methods  that the  Independent
     Appraiser  (in  its  best  professional  judgment)  determines  to be  most
     appropriate under the circumstances;  provided, that such valuation methods
     shall not give effect to (1) any  discount for any lack of liquidity of the
     Warrants,  Warrant Shares and/or such other  security,  or (2) the minority
     status of any holder of Warrants,  Warrant Shares or other security, or (3)
     the fact that  Company  may have no class of equity  securities  registered
     under the Securities  Act. Such  Independent  Appraiser,  as promptly as is
     reasonably possible, will prepare and deliver to Company and to each Holder
     of a Warrant or Warrant Share a written valuation report indicating (a) the
     methods of  valuation  considered  or used,  and (b) the value of a Warrant
     Share or other security, and (c) the nature and scope of the examination or
     investigation  upon which the  determination of value was made.  Unless the
     valuation report is revised by the Independent  Appraiser within 5 Business
     Days  after  delivery  thereof  or unless  Company  and  Holders  otherwise
     mutually agree,  then the valuation report shall be deemed final at the end
     of such  5-Business-Day  period.  Company  shall pay the fees and  expenses
     associated with the Independent Appraiser.

          7.1.4. "Business Day" means any day except a Saturday, Sunday or other
     day on which commercial banks in Arlington,  Virginia are authorized by law
     to close.

          7.1.5.  "Capital Stock" means the Common Stock,  and all other classes
     of common  stock  (whether  voting or  non-voting),  and all other forms of
     capital stock or securities of Company (preferred or otherwise).

          7.1.6.  "Commission"  means the Securities and Exchange  Commission or
     any entity or agency that succeeds to any or all of its functions under the
     Securities Act or the Exchange Act.

          7.1.7.  "Common Stock" means the voting common stock of Company (which
     has a par value of $0.001 per share).

          7.1.8.  "Company" means ACCESS ONE COMMUNICATIONS  CORP., a New Jersey
     corporation, and its successors and permitted assigns.

          7.1.9. "Credit Agreement" means the Credit Facility Agreement dated as
     of June 30, 1999 by and among Company (and certain of its  Affiliates)  and
     Lender (and certain other lenders), as the same may be amended, modified or
     otherwise   supplemented   from  time  to  time  (including  any  renewals,
     refinancings  or  extensions  thereof or increases  in the credit  extended
     thereunder).

          7.1.10.  "Current  Market Price"  means,  with respect to any share of
     Common Stock or any other security of Company at the date herein specified,
     the following:


                                       26
<PAGE>

               (i) if  Company  does not then  have such  securities  registered
          under the  Exchange  Act,  then the Current  Market Price per share of
          such  security  will be the greater of the Exercise  Price per Warrant
          Share  then in effect  or the  Appraised  Valuation  per share of such
          security, or alternatively

               (ii) if Company does then have such securities  registered  under
          the  Exchange  Act,  then the Current  Market  Price per share of such
          security  will be the greater of the Exercise  Price per Warrant Share
          then in effect or the  Appraised  Valuation per share of such security
          or the  average of the daily  market  prices of such  security  for 20
          consecutive  Business  Days during the period  commencing  30 Business
          Days  before  such  date  (or,  if  Company  has had a  class  of such
          securities  registered  under  the  Exchange  Act  for  less  than  30
          consecutive  Business  Days before such date,  then the average of the
          daily market  prices for all of the Business Days before such date for
          which daily market  prices are  available).  The market price for each
          such  Business Day shall be as follows:  (A) for a security  listed or
          admitted to trading on any securities exchange, then the closing price
          (regular way) on such day (or if no sale takes place on such day, then
          the average of the closing bid and asked prices on such day),  and (B)
          for a  security  not  then  listed  or  admitted  to  trading  on  any
          securities exchange, then the last reported sale price on such day (or
          if no sale takes  place on such day,  then the  average of the closing
          bid and asked prices on such day, as reported by a reputable quotation
          source designated by Company),  and (C) for a security not then listed
          or admitted to trading on any  securities  exchange and as to which no
          such reported sale price or bid and asked prices are  available,  then
          the average of the reported high bid and low asked prices on such day,
          as reported  by a  reputable  quotation  service,  or a  newspaper  of
          general  circulation in Manhattan  Borough (New York, NY)  customarily
          published on each business day,  designated by Company (or if there is
          no bid and asked prices on such day,  then the average of the high bid
          and low asked prices, as so reported, on the most recent day (not more
          than 30 calendar  days prior to the date in question) for which prices
          have been so  reported),  and (D) if there are no bid and asked prices
          reported  during the 30 calendar  days prior to the date in  question,
          then the  Current  Market  Price  per share of the  security  shall be
          determined  as if  Company  did not  have a class  of such  securities
          registered under the Exchange Act.

          7.1.11.  "Equity  Disposition" means the sale,  issuance,  transfer or
     other Equity Disposition of Capital Stock (or securities  convertible into,
     or  exchangeable  for,  Capital Stock or rights to acquire Capital Stock or
     such  securities) to one or more Persons  through any transaction or series
     of related  transactions  (other than as a result of a Public Offering) if,
     after such sale,  issuance,  transfer  or Equity  Disposition,  the Initial
     Shareholders no longer  beneficially  own in the aggregate more than 50% of
     the  Capital  Stock and voting  rights on a  fully-diluted  basis  (without
     giving  effect  to  any  Warrant  Shares  purchased  or  purchasable)  then
     outstanding.  For  purposes  of  this  definition,  (i) any  redemption  or
     repurchase of any shares of Capital Stock (or securities  convertible into,
     or  exchangeable  for,  Capital Stock or rights to acquire Capital Stock or
     such  securities) by Company shall  constitute an "Equity  Disposition" and
     (ii) any transfer of Capital  Stock (or  securities  convertible  into,  or
     exchangeable  for, Capital Stock or rights to acquire Capital Stock or such
     securities) by a shareholder to any member of his or her immediately family
     or to any trust for which he or she is the trustee shall not  constitute an
     "Equity  Disposition"  provided that such shareholder  retains control over
     the voting rights associated with such Capital Stock.


                                       27
<PAGE>

          7.1.12.  "Event of  Dilution"  means any of the  events  described  in
     Section  5.1 as to which  anti-dilution  rights  are  granted  pursuant  to
     Article 5.

          7.1.13.  "Exchange Act" means the Securities and Exchange Act of 1934,
     as  amended,  or  any  similar  Federal  statute,  as  implemented  by  the
     Commission or any court of competent jurisdiction.

          7.1.14. "Exercise Period" has the meaning set forth in Section 4.2.

          7.1.15. "Exercise Price" has the meaning set forth in Section 1.2.

          7.1.16. "FCC" means the Federal Communications Commission or any other
     entity or agency that succeeds to its responsibilities and powers.

          7.1.17.  "Holder"  means  any  owner or  holder  of any  Warrant  (and
     corresponding  Warrant Certificate) or any Warrant Share, and (with respect
     to each)  any  successor,  assignee,  transferee,  trustee,  estate,  heir,
     executor, administrator, or personal representative thereof.

          7.1.18.  "Holder-Affiliated  Transferee"  means  any  Affiliate  of  a
     Holder, and/or any current director,  officer,  employee,  business unit or
     division, or  successor-in-interest of such Holder, and/or (with respect to
     Purchaser) any pledgee of Purchaser's interest under the Credit Agreement.

          7.1.19.  "Independent  Appraiser"  means  a  Person  who (a) is with a
     nationally  recognized  investment  banking or appraisal  firm,  and (b) is
     qualified in the valuation of  businesses,  transactions  and securities of
     the general type being analyzed, and (c) does not have a material direct or
     material indirect financial interest in Company or any Holder.

          7.1.20.  "Initial  Public  Offering"  means the first time  (after the
     effective date of this Agreement)  that Company issues or otherwise  offers
     for sale any Capital Stock (or securities convertible into, or exchangeable
     for,  Capital Stock or rights to acquire Capital Stock or such  securities)
     pursuant to a registration  statement  filed with the Commission  under the
     Securities Act.

          7.1.21.  "Initial  Shareholders" means,  collectively,  the holders of
     Capital Stock of Company as of the effective date of this Agreement.

          7.1.22.   "Lender"   means  MCG   FINANCE   CORPORATION,   a  Delaware
     corporation, and its successors, assigns, pledgees and transferees.

          7.1.23.  "Non-Surviving  Transaction"  means  either  (a) any  merger,
     consolidation  or other  business  combination  by Company with one or more
     Persons in which the other  Person  effectively  is the survivor or (b) any
     sale,  transfer,  lease or  license of all or any  material  portion of the
     assets (or the economic  benefits  thereof) of Company to one or more other
     Persons through any transaction or series of related transactions.

          7.1.24.   "Organic  Document"  means,  relative  to  any  entity,  its
     certificate and articles of incorporation,  organization or formation,  its
     by-laws or operating agreements, and all equityholder


                                       28
<PAGE>


agreements,  voting agreements and similar arrangements applicable to any of its
authorized  shares of capital  stock,  its  partnership  interests or its equity
interests,  and any other arrangements  relating to the control or management of
any such entity  (whether  existing as a corporation,  a partnership,  an LLC or
otherwise).

          7.1.25. "Person" means an individual, an association, a partnership, a
     corporation, a trust or an unincorporated  organization or any other entity
     or organization.

          7.1.26.  "Public  Offering"  means any  issuance  or other sale of any
     Capital Stock (or securities convertible into, or exchangeable for, Capital
     Stock or rights to acquire  Capital  Stock or such  securities)  of Company
     pursuant to a registration  statement  filed with the Commission  under the
     Securities Act.

          7.1.27.  "Purchaser"  means  Lender,  and  its  successors,   assigns,
     pledgees  and  transferees  with  respect  to the  Warrants,  corresponding
     Warrant Certificates and/or Warrant Shares.

          7.1.28.  "Registration  Rights" means the rights of the Holders of the
     Warrant  Certificates to have the Warrant Shares  registered for sale under
     an effective registration statement under the Securities Act.

          7.1.29.  "Repurchase  Condition"  has the meaning set forth in Section
     4.6.

          7.1.30. "Repurchase Offer" has the meaning set forth in Section 4.6.

          7.1.31. "Repurchase Price" has the meaning set forth in Section 4.6.

          7.1.32. "Securities Act" means the Securities Act of 1933, as amended,
     or any similar  Federal  statute,  as  implemented by the Commission or any
     court of competent jurisdiction.

          7.1.33.  "State  Communications  Acts"  means the laws of any state in
     which Company does  business  that govern the  provision of  communications
     services  offered  or  performed  by  Company  within  such  state  and are
     applicable to Company,  as amended from time to time, and as implemented by
     the rules, regulations, and orders of the applicable State PUC or any court
     of competent jurisdiction.

          7.1.34.  "State  PUC" means the  public  utility  commission  or other
     regulatory  agency  of any state in which  Company  does  business  that is
     vested with jurisdiction over Company and over State Communications Acts or
     the provision of communication services within such state.

          7.1.35.  "Subsidiary"  of any Person  means (a) any other Person as to
     which the first Person  directly or indirectly owns or controls 50% or more
     of the equity,  voting rights or enterprise  value thereof or (b) any other
     Person the accounts of which would be consolidated  with those of the first
     Person in its consolidated or combined  financial  statements  according to
     generally accepted accounting principles.


                                       29
<PAGE>


          7.1.36. "Surviving Public Combination" means any merger, consolidation
     or other business  combination by Company with one or more Persons in which
     Company is the  survivor  (or a purchase  of assets by Company  from one or
     more other Persons) if Company is thereafter  required to file reports with
     respect to any of its  Capital  Stock with the  Commission  pursuant to the
     Exchange Act.

          7.1.37.  "Target  Market  Price" has the  meaning set forth in Section
     5.1.

          7.1.38.  "Warrant  Certificate" means a certificate  (substantially in
     the form of Exhibit C) evidencing one or more Warrants.

          7.1.39.  "Warrant"  means  the  irrevocable  and  unconditional  right
     (subject  to the terms  hereof) to  acquire a fully paid and  nonassessable
     Warrant  Share at a purchase  price per share equal to the  Exercise  Price
     (and any other right or warrant issued upon any exchange or transfer of any
     such Warrant or any adjustment relating thereto).

          7.1.40.  "Warrant  Share" means a share of Common Stock  issuable upon
     exercise of a Warrant  (until such share is  registered by Company and sold
     by the Holder thereof to a third party in a public transaction).

     7.2. GENERAL CONSTRUCTION AND INTERPRETATION.

          7.2.1.  Plural;  Gender.  Unless  otherwise  expressly  stated  or the
     context  clearly  indicates  a  different   intention,   then  (as  may  be
     appropriate in the particular  context) (a) a singular  number or noun used
     herein  includes  the  plural,  and a plural  number or noun  includes  the
     singular,  and (b) the use of the  masculine,  feminine  or  neuter  gender
     pronouns herein includes each and all genders.

          7.2.2.  Section,  Schedule and Exhibit  References.  Unless  otherwise
     expressly  stated or the context clearly  indicates a different  intention,
     then  all  references  to  sections,  paragraphs,  clauses,  schedules  and
     exhibits   herein  are  to  be   interpreted  as  references  to  sections,
     paragraphs,  clauses,  schedules and exhibits of and to this Agreement.  In
     addition,  the words "herein",  "hereof",  "hereunder",  "hereto" and other
     words of similar import herein refer to this Agreement as a whole,  and not
     to any particular section, paragraph or clause in this Agreement.

          7.2.3.  Titles and Headings.  Unless otherwise expressly stated or the
     context clearly  indicates a different  intention,  then the various titles
     and headings herein are inserted for convenience only and do not affect the
     meaning or interpretation of any provision hereof.

          7.2.4.  "Including"  and "Among Other"  References.  Unless  otherwise
     expressly  stated or the context clearly  indicates a different  intention,
     then all references  herein to phrases  containing or lists preceded by the
     words  "include",  "includes",  "including",  "among  other",  "among other
     things" or other words or phrases of similar  import are to be  interpreted
     to mean such "without limitation" (whether or not such additional phrase is
     actually  added).  In other  words,  such  words  and  phrases  connote  an
     illustrative example or list rather than an exclusive example or list.


                                       30
<PAGE>


          7.2.5.  Time of Day References.  Unless otherwise  expressly stated or
     the context clearly indicates a different  intention,  then all time of day
     references in and restrictions imposed hereunder are to be calculated using
     Eastern Time.

          7.2.6.  Successors and Assigns.  Unless otherwise  expressly stated or
     the context clearly indicates a different intention, then all references to
     any Person  (including  any Official  Body) herein are to be interpreted as
     including (as applicable) such Person's successors, assigns, estate, heirs,
     executors, administrators and personal representatives.

          7.2.7.  Modifications to Documents.  Unless otherwise expressly stated
     or the context clearly indicates a different intention, then all references
     herein  to any other  agreement  or  instrument  are to be  interpreted  as
     including all extensions, renewals, amendments, supplements, substitutions,
     replacements and waivers thereto and thereof from time to time.

          7.2.8. References to Laws and Regulations.  Unless otherwise expressly
     stated or the context  clearly  indicates a different  intention,  then all
     references to any law,  regulation,  rule, order or policy herein are to be
     interpreted  as references to such law,  regulation,  rule or policy (a) as
     implemented  and  interpreted  from time to time by  Official  Bodies  with
     appropriate   jurisdiction   therefor,   and  (b)  as  amended,   modified,
     supplemented, replaced and repealed from time to time.

          7.2.9.  Financial and Accounting  Terms.  Unless  otherwise  expressly
     stated  or the  context  clearly  indicates  a  different  intention,  then
     financial  and  accounting  terms  used  in the  foregoing  definitions  or
     elsewhere  herein  shall be  defined  and  determined  in  accordance  with
     Generally Accepted Accounting Principles (GAAP).


                           ARTICLE 8 . MISCELLANEOUS


     8.1. COMPLIANCE WITH FCC AND STATE PUC REQUIREMENTS.  Company and Purchaser
each  hereby  acknowledge  its intent that this  Agreement,  the  Warrants,  the
Warrant  Certificates  and the Warrant Shares (as well as the exercise of rights
hereunder)  each comply with all of the laws,  regulations  and orders of and/or
administered  by the FCC or any State PUC  relating  to  Purchaser's  ownership,
exercise and/or other  realization of rights in connection  herewith.  If at any
time the terms and conditions of any such  ownership,  exercise or other ability
to realize  upon rights  violates,  is in conflict  with or requires any consent
under any such legal requirements, then Company and Purchaser (or any subsequent
Holder)  will  cooperate  and  negotiate  in good faith to amend the  underlying
documents (or the relevant  rights  therein) and/or to file and prosecute (or to
cause others to file and prosecute)  applications  for any such consent in order
to enable Company and Purchaser (or such subsequent  Holder) to be in compliance
with such legal requirements.

     8.2.  COMPLIANCE  WITH  PURCHASER'S  REGULATORY  REQUIREMENTS.  Company and
Purchaser each hereby acknowledge its intent that this Agreement,  the Warrants,
the  Warrant  Certificates  and the Warrant  Shares (as well as the  exercise of
rights  hereunder)  each  comply  with  all  of  the  statutory  and  regulatory
requirements applicable to Purchaser (or any subsequent Holder) relating to its



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<PAGE>


ownership,  exercise and/or other realization of rights in connection  herewith.
If at any time the terms and conditions of any such ownership, exercise or other
ability  to  realize  upon  rights  violates  or is in  conflict  with  any such
regulatory  requirements  applicable to Purchaser (or such  subsequent  Holder),
then  Company and  Purchaser  (or such  subsequent  Holder) will  cooperate  and
negotiate  in good  faith to amend the  underlying  documents  (or the  relevant
rights therein) in order to enable  Purchaser (or such subsequent  Holder) to be
in compliance with such statutory and regulatory requirements.

     8.3.  BINDING  EFFECT AND GOVERNING  LAW. This Agreement (and the Warrants,
the Warrant Certificates and other documents in connection herewith) are binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors  and  assigns (to the extent  authorized).  This  Agreement  (and the
Warrants,  the Warrant  Certificates and other documents in connection herewith)
are governed as to their validity,  interpretation,  construction  and effect by
the laws of the Commonwealth of Virginia (without giving effect to the conflicts
of law  rules of  Virginia)  or,  to the  extent  that the  particular  issue in
controversy  involves  Company's  legal  power or  authorization  in  connection
herewith,  matters of internal  governance,  or matters of corporate  law,  then
resolution of such issue shall be governed by the corporate laws of the State of
New Jersey.

     8.4. SURVIVAL. All agreements, representations, warranties and covenants of
Company contained herein or in any documentation required hereunder will survive
the execution and delivery of this Agreement and will continue in full force and
effect so long as this Agreement otherwise remains effective.

     8.5. NO WAIVER;  DELAY.  To be effective,  any waiver by Purchaser  must be
expressed in a writing  executed by  Purchaser.  If Purchaser  waives any power,
right or remedy arising  hereunder or under any applicable law, then such waiver
will not be deemed to be a waiver upon the later occurrence or recurrence of any
events  giving rise to the earlier  waiver.  No failure or delay by Purchaser to
insist upon the strict performance of any term, condition, covenant or agreement
hereunder, or to exercise any right, power or remedy hereunder,  will constitute
a waiver of compliance with any such term, condition,  covenant or agreement, or
preclude Purchaser from exercising any such right, power, or remedy at any later
time or times. The remedies  provided herein are cumulative and not exclusive of
each other and the remedies provided by law.

     8.6.   MODIFICATION.   Except  as  otherwise  expressly  provided  in  this
Agreement,  no modification or amendment hereof will be effective unless made in
a writing signed by appropriate officers of the parties hereto.

     8.7.  NOTICES.  Unless  otherwise  provided in this Agreement,  any notice,
request,  consent,  waiver or other communication required or permitted under or
in connection with this Agreement will be deemed  satisfactorily  given if it is
in writing and is delivered either  personally to the addressee  thereof,  or by
prepaid  registered or certified U.S. mail (return receipt  requested),  or by a
nationally  recognized commercial courier service with next-day delivery charges
prepaid,  or by telegraph,  or by facsimile (voice  confirmed),  or by any other
reasonable  means of  personal  delivery  to the party  entitled  thereto at its
respective address set forth below:

         If to Company              [Party Entitled to Notice]



                                       32
<PAGE>


         or its Affiliates:         c/o Access One Communications Corp.
         -----------------          3427 NW 55th Street
                                    Ft. Lauderdale, FL  33309
                           Attention:       President
                           Telephone:       (954) 714-0000
                           Facsimile:       (954) 739-2476

                           With     a copy to the  following  listed  counsel or
                                    such other  counsel as may be  designated by
                                    Company  from time to time (and which notice
                                    shall not  constitute  notice to Company and
                                    failure to give such notice shall not affect
                                    the effectiveness of notice to Company):

                           Dreier & Baritz
                           150 East Palmetto Park Rd, Suite 401
                           Boca Raton, FL 33432
                           Attention:       Neil Baritz, Esquire
                           Telephone:       (561) 750-0910
                           Facsimile:       (561) 750-5045

         If to Purchaser:  MCG Finance Corporation
         ---------------
                           1100 Wilson Boulevard, Suite 800
                           Arlington, VA  22209
                           Attention:       Investment Administration
                           Telephone:       (703) 247-7500
                           Facsimile:       (703) 247-7505

                           With     a copy to the  following  listed  counsel or
                                    such other  counsel as may be  designated by
                                    Purchaser  from  time  to  time  (and  which
                                    notice  shall  not   constitute   notice  to
                                    Purchaser  and  failure to give such  notice
                                    shall not affect the effectiveness of notice
                                    to Purchaser):

                           Samuel G. Rubenstein, Esquire
                           Bryan Cave LLP
                           700 13th Street, N.W., Suite 700
                           Washington, D.C.  20005
                           Telephone:       (202) 508-6000
                           Facsimile:       (202) 508-6200

Any party to this  Agreement  may change its  address  or  facsimile  number for
notice  purposes by giving notice  thereof to the other in accordance  with this
Section,  provided that such change shall not be effective until 2 calendar days
after notice of such change. All such notices and other  communications  will be
deemed  given and  effective  (a) if by mail,  then  upon  actual  receipt  or 5
calendar days after mailing as provided above (whichever is earlier),  or (b) if
by  facsimile,  then upon  successful  transmittal  to such  party's  designated
number, or (c) if by telegraph, then upon actual


                                       33
<PAGE>

receipt or 2 Business Days after delivery to the telegraph company (whichever is
earlier),  or (d) if by nationally  recognized  commercial courier service, then
upon actual  receipt or 2 Business  Days after  delivery to the courier  service
(whichever is earlier), or (e) if otherwise delivered, then upon actual receipt.

     8.1.  PRIOR  AGREEMENTS  SUPERSEDED.  This  Agreement  completely and fully
supersedes all oral agreements and all other and prior written agreements by and
between  Company  and  Purchaser  concerning  the terms and  conditions  of this
Agreement.

     8.2.  SEVERABILITY.  If fulfillment of any provision of or any  transaction
related to this Agreement or the Credit Agreement,  the time performance of such
provision or transaction is due shall involve transcending the limit of validity
prescribed by law,  then ipso facto,  the  obligation  to be fulfilled  shall be
reduced  to the  limit of such  validity.  If any  clause or  provision  of this
Agreement operates or would  prospectively  operate to invalidate this Agreement
in whole or in part, then such clause or provision only shall be void, as though
not contained herein, and the remainder of this Agreement shall remain operative
and in full force and effect.

     8.3.  COUNTERPARTS.  This  Agreement  may  be  executed  in any  number  of
counterparts  with the same effect as if all the signatures on such counterparts
appeared on one document. Each such counterpart will be deemed to be an original
but all counterparts together will constitute one and the same instrument.

     8.4.  LIMITATION OF LIABILITY.  Notwithstanding any other provision of this
Agreement (unless expressly provided otherwise),  neither Company nor any Holder
(nor any director, officer, employee, representative,  legal counsel or agent of
Company or any Holder)  shall have any  liability  to any other Person that is a
party to or beneficiary of this  Agreement (or to any  equityholder  of Company)
with  respect  to (and  each  Person  that is a party to this  Agreement  hereby
waives,  releases  and  agrees  not to sue upon  any  claim  for)  any  special,
indirect,  consequential,  punitive or non-foreseeable  damages suffered by such
Person in connection with or in any way related to the transactions contemplated
or the relationship established by this Agreement, or any act, omission or event
occurring in connection herewith.

     8.5. FORUM SELECTION; CONSENT TO JURISDICTION. ANY LITIGATION IN CONNECTION
WITH OR IN ANY WAY RELATED TO THIS AGREEMENT,  OR ANY COURSE OF CONDUCT,  COURSE
OF DEALING,  STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OR INACTIONS OF ANY
HOLDER OR COMPANY WILL BE BROUGHT AND  MAINTAINED  EXCLUSIVELY  IN THE COURTS OF
THE  COMMONWEALTH  OF VIRGINIA OR IN THE UNITED  STATES  DISTRICT  COURT FOR THE
EASTERN  DISTRICT  OF  VIRGINIA;   PROVIDED,  HOWEVER,  THAT  ANY  SUIT  SEEKING
ENFORCEMENT AGAINST COMPANY MAY ALSO BE BROUGHT (AT SUCH HOLDER'S OPTION) IN THE
COURTS OF ANY OTHER  JURISDICTION  WHERE ANY PROPERTY OF COMPANY MAY BE FOUND OR
WHERE ANY  HOLDER MAY  OTHERWISE  OBTAIN  PERSONAL  JURISDICTION  OVER  COMPANY.
COMPANY HEREBY  EXPRESSLY AND  IRREVOCABLY  SUBMITS TO THE  JURISDICTION  OF THE
COURTS OF THE  COMMONWEALTH  OF VIRGINIA AND OF THE UNITED STATES DISTRICT COURT
FOR THE EASTERN  DISTRICT OF VIRGINIA FOR THE PURPOSE OF ANY SUCH  LITIGATION AS
SET  FORTH  ABOVE  AND  IRREVOCABLY   AGREES  TO  BE  BOUND  BY  ANY  FINAL  AND
NON-APPEALABLE  JUDGMENT  RENDERED  THEREBY IN CONNECTION WITH SUCH  LITIGATION.
COMPANY FURTHER IRREVOCABLY  CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID,


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<PAGE>


OR BY PERSONAL SERVICE WITHIN OR OUTSIDE THE  COMMONWEALTH OF VIRGINIA.  COMPANY
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION  WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF
ANY SUCH  LITIGATION  BROUGHT IN ANY SUCH COURT  REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH  LITIGATION  HAS BEEN  BROUGHT IN AN  INCONVENIENT  FORUM.  TO THE
EXTENT THAT COMPANY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM  JURISDICTION
OF ANY COURT OR FROM ANY LEGAL  PROCESS  (WHETHER  THROUGH  SERVICE  OR  NOTICE,
ATTACHMENT PRIOR TO JUDGMENT,  ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY,  THEN COMPANY HEREBY  IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

     8.6. WAIVER OF JURY TRIAL.  EACH HOLDER AND COMPANY EACH HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT  OF ANY  LITIGATION  (WHETHER  AS CLAIM,  COUNTER-CLAIM,  AFFIRMATIVE
DEFENSE  OR  OTHERWISE)  IN  CONNECTION  WITH  OR IN ANY  WAY  RELATED  TO  THIS
AGREEMENT,  OR ANY COURSE OF  CONDUCT,  COURSE OF DEALING,  STATEMENTS  (WHETHER
VERBAL OR  WRITTEN),  ACTIONS OR  INACTIONS  OF ANY HOLDER OR  COMPANY.  COMPANY
ACKNOWLEDGES   AND  AGREES  (A)  THAT  IT  HAS  RECEIVED  FULL  AND   SUFFICIENT
CONSIDERATION  FOR THIS  PROVISION,  AND (B) THAT IT HAS BEEN  ADVISED  BY LEGAL
COUNSEL  IN  CONNECTION  HEREWITH,  AND (C) THAT THIS  PROVISION  IS A  MATERIAL
INDUCEMENT FOR PURCHASER ENTERING INTO THIS AGREEMENT.


                      [BALANCE OF PAGE INTENTIONALLY BLANK]



















                                       35
<PAGE>


     IN WITNESS  WHEREOF,  the parties have caused this Warrant  Agreement to be
duly  executed,  as an instrument  under seal (whether or not any such seals are
physically attached hereto) as of the date and year first above written.

ATTEST:                            ACCESS ONE COMMUNICATIONS
                                   CORP. (Company)


By:                                By: /s/ Kenneth Baritz
  ----------------------------        ------------------------------
  Name:   Kevin Griffo                Name:   Kenneth G. Baritz
  Title:  President                   Title:  Chairman and Chief Executive
                                              Officer


[CORPORATE SEAL]                   Address:   3427 NW 55th Street
                                              Ft. Lauderdale, FL  33309

                                   Facsimile: (954) 739-2476


WITNESS:                           MCG FINANCE CORPORATION
                                   (Purchaser)


   /s/ Jane H. Gallup             By: /s/ B. Hagan Saville for Steven F. Tunney
  ----------------------------        ------------------------------------------
                                      Steven F. Tunney, Executive Vice
                                      President

                                   Address: 1100 Wilson Boulevard
                                            Suite 800
                                            Arlington, Virginia  22209

                                   Facsimile: (703) 247-7505