EXHIBIT 10.53

                             AMENDMENT NUMBER ONE TO
                 ACCESS ONE COMMUNICATIONS CORP. LOAN DOCUMENTS

                      (To Add Omnicall, Inc. as a Borrower
        and to Increase and Restructure Various Aspects of the Facility)


                  THIS  AMENDMENT  NUMBER ONE TO THE  ACCESS ONE  COMMUNICATIONS
CORP.  LOAN  DOCUMENTS (as may be amended,  modified and otherwise  supplemented
from time to time  hereafter,  this  "Amendment")  is made and  effective  as of
November  30,  1999 (the  "Amendment  Closing  Date"),  by and among  ACCESS ONE
COMMUNICATIONS  CORP. ("Access One"), and each direct and indirect Subsidiary of
Access  One  (which  are listed on the  signature  pages  hereto as a  Borrower)
(Access One and each such  Subsidiary,  including  any  successor  or  permitted
assignee thereof,  are sometimes referred to herein individually as a "Borrower"
and  collectively  as the  "Borrowers"),  and KENNETH  BARITZ,  and KEVIN GRIFFO
(each, including any successor,  permitted assignee, executor,  administrator or
personal representative thereof, an "Other Primary Obligor") (Borrowers and each
Other  Primary  Obligor  are  sometimes  referred to herein  individually  as an
"Obligor" and collectively as the "Obligors"),  and THE LENDERS THAT ARE PARTIES
THERETO,  and MCG FINANCE  CORPORATION  (including  any  successor,  transferee,
participant,   pledgee  and  assignee  thereof,   "Administrative   Agent"),  as
administrative agent for the Lenders.

                                 R E C I T A L S

                  WHEREAS,  Borrowers  (other than Omnicall,  Inc.  ("Additional
Borrower" or "Omnicall")),  Lenders and Administrative Agent have entered into a
certain  Credit  Facility  Agreement  dated as of June 30,  1999 (as amended and
modified prior to the date hereof, the "Original Credit  Agreement";  as amended
hereby  and as may be  further  amended  and  modified  hereafter,  the  "Credit
Agreement")  pursuant  to which  Borrowers  can borrow up to $7.5  million  from
Lenders from time to time on a senior secured basis; and

                  WHEREAS,   Additional   Borrower   desires  to  enter  into  a
transaction  pursuant  to  which  Omnicall  Acquisition  Corp.,  a  wholly-owned
Subsidiary  of Access  One,  will be merged  into  Additional  Borrower  and the
shareholders  of Additional  Borrower will receive common stock of Access One as
consideration for such merger (the "Omnicall Merger"); and

                  WHEREAS,  Borrowers  desire and have applied to Lenders (a) to
consent to the merger,  and (b) to add  Additional  Borrower as a Borrower under
the Loan Documents, and (c) to increase the term loan arrangement to $15 million
and to otherwise restructure various aspects of the Term Loan Facility; and

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                  WHEREAS,  to facilitate the Omnicall  Merger,  the addition of
Additional  Borrower as a Borrower  under the Loan Documents and the increase in
and restructuring of the Facility, each Obligor desires to correspondingly amend
and modify the Original Credit  Agreement and the various related loan documents
-- including,  without limitation, the promissory note, the security agreements,
the equity pledge agreements, and the other agreements and documents executed in
connection  therewith  (collectively,  as amended or modified  prior to the date
hereof  and  including  the  Original  Credit  Agreement,   the  "Original  Loan
Documents";  as  amended  hereby  and as may be  further  amended  and  modified
hereafter, the "Loan Documents"); and

                  WHEREAS, each Obligor has determined that it is in its, his or
her best interest to execute this  Amendment  inasmuch as each such Obligor will
derive substantial direct and indirect benefits from the amendments contemplated
hereby; and

                  WHEREAS,  Lenders are willing to accommodate the Obligors upon
and subject to the terms, conditions and provisions of this Amendment;

                  NOW,   THEREFORE,   in  consideration  of  the  covenants  and
agreements contained herein and in the other Loan Documents,  and other good and
valuable   consideration,   receipt   and   sufficiency   of  which  are  hereby
acknowledged,  and  intending to be legally bound  hereby,  each  Obligor,  each
Lender and Administrative Agent hereby agree as follows:

               ARTICLE 1: THE EXTENSION, AMENDMENT AND SUPPLEMENT

     1.1. Addition of Additional Borrower.  Each Borrower (including  Additional
Borrower),  each Lender and Administrative  Agent hereby agree to add Additional
Borrower as a Borrower hereunder, under the Credit Agreement and under the other
Loan Documents. Each Borrower (including Additional Borrower) hereby agrees that
it  will  be  bound  by  (and  will   comply   with)  all  of  the   conditions,
representations and warranties,  covenants, obligations, and Defaults and Events
of Default under the Credit  Agreement and the other Loan  Documents,  as though
such Borrower were a party thereunder and a signatory thereto.

     1.2. Increased Term Loan Commitment.  The phrase "Term Loan Commitment" (as
defined  in the  Original  Credit  Agreement)  is hereby  amended  to mean $15.0
million  rather than $7.5 million.  In addition,  all references in the Original
Loan Documents  (including the Original Credit  Agreement,  the promissory note,
and the security agreements) to the amount of "principal" available or otherwise
secured in connection herewith and therewith is hereby similarly amended to mean
$15.0 million rather than $7.5 million.

     1.3.  Revised  Financial  Covenants.  Section  4.1 of the  Original  Credit
Agreement is hereby amended and restated in its entirety as follows:

     "4.1.  Financial and Operating  Covenants and Ratios. As of the end of each
     fiscal  quarter  (and,  with respect to Section 4.1.6 and 4.1.7 only, as of
     the end of each calendar  month),  beginning with the fiscal quarter ending
     June 30, 1999,  Borrowers will satisfy each of the following  financial and
     operating ratios and characteristics,  each of which will

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     be determined (as applicable)  using GAAP consistently  applied,  except as
     otherwise expressly provided:

     4.1.1. Minimum Access Lines. Access Lines of at least the following:

                                    a.      49,000, as of January 31, 2000

                                    b.      52,000, as of April 30, 2000, and

                                    c.      54,000, as of July 31, 2000, and

                                    d.      56,000, as of October 31, 2000, and

                                    e.      58,000, as of January 31, 2001, and

                                    f.      60,000, as of April 30, 2001, and

                                    g.      62,000, as of July 31, 2001, and

                                    h.      64,000, as of October 31, 2001, and

                                    i.      66,000, as of January 31, 2002, and

                                    j.      68,000, as of April 30, 2002, and

                                    k.      70,000, as of October 31, 2002 until
                                            the termination of the   Loan.

     4.1.2.  Milestones  Regarding Back Office.  Borrowers shall comply with the
following  requirements:


              a. As of July 1, 1999,  Borrowers  shall have begun  billing under
the UNE-P Agreement with Bell South ("UNE-P Agreement").

              b. As of and after July 31, 1999,  Borrowers  shall have hired and
shall  continue to employ one computer  programming  staff person in addition to
the number of such staff persons employed by Borrowers as of the date hereof.

              c. As of and after March 31, 2000,  Borrowers  shall have achieved
and shall maintain electronic interface with Bell South.

              d. As of and after  September 30, 1999,  Borrowers  shall have and
shall maintain a ratio of customer  service  representatives  to Customers of no
more than 1-to-1000.

              e. As of February  15,  2000,  Borrowers  shall have  obtained (at
their own expense) an independent  systems review of the "One Bill System" by an
outside consulting firm reasonably acceptable to Administrative Agent.

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     4.1.3.  Minimum  Gross Profit  Margin.  Gross Profit  Margin for the fiscal
quarter then ended of at least the following:

              a. 17.5%, from October 31, 1999 through January 31, 2000, and

              b. 27.0%, from February 1, 2000 through October 31, 2000, and

              c. 30.0%,  from November 1, 2000 until the termination of the Loan
                 Documents.

     4.1.4. Minimum OCF. OCF of not less than the following:

              a. $750,000, as of July 31, 2000, and

              b. $2.0 million, as of October 31, 2000, and

              c. $2.7 million, as of January 31, 2001, and

              d. $3.5 million, as of April 30, 2001, and

              e. $4.5 million, as of July 31, 2001, and

              f.  $5.0  million,  as of and after  October  31,  2001  until the
                  termination of the Loan Documents.

              4.1.5. Minimum Revenue.  Revenue for the fiscal quarter then ended
of not less than the following:

              a. $5.0 million, as of October 31, 1999, and

              b. $7.5 million, as of January 31, 2000, and

              c.  $10.0  million,  as of and  after  April  30,  2000  until the
                  termination of the Loan Documents.

     4.1.6. Leverage Ratio. A Leverage Ratio of not more than:

              a. 4.5-to-1.0, from October 31, 1999 through April 29, 2000, and

              b. 4.35 to 1.0, from April 30, 2000 through July 31, 2000, and

              c. 4.25,  after July 31,  2000 until the  termination  of the Loan
                 Documents.

     4.1.7.  Attrition  Rate.  An  average  Attrition  Rate for the  immediately
preceding three (3) calendar months of not more than:


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              a. 5%, from October 31, 1999 through January 31, 2000, and

              b. 4%, after  January 31, 2000 until the  termination  of the Loan
                 Documents."

    1.4.  Permitted  Subordinated  Indebtedness - Revised.  Section 5.11 of the
Original  Credit  Agreement  is hereby  amended by adding at the end thereof the
following sentence:

         "Further  notwithstanding  the  foregoing,  no  Borrower  may  make any
         principal payment on any Subordinated Indebtedness (notwithstanding the
         terms  of any  subordination  agreement)  unless,  at the  time of such
         principal  payment,  Borrowers  have at  least  $2.5  million  in funds
         available in cash or cash equivalents  and/or as availability under the
         Loan Documents."

     1.5.   Advance  Request.   By  executing  this  Amendment,   each  Borrower
(including,  Additional  Borrower)  hereby  jointly and  severally  (a) requests
Administrative  Agent to make and fund the Advance  under the Term Loan Facility
in  accordance  with the funding  instructions  attached as an updated  Schedule
1.4.2 to the Credit Agreement,  and (b) represents to  Administrative  Agent and
each  Lender  that the amount of the  requested  Advance  will not result in the
aggregate outstanding balance under the Credit Agreement exceeding the Available
Credit Portion,  and (c) represents to Administrative Agent and each Lender that
all  conditions  precedent  for the type of Advance  requested  hereby under the
Credit  Agreement,  as set forth in Article 2 thereof,  have been  satisfied and
will continue to be satisfied as of the Amendment Closing Date.

     1.6.   Supplements  to  Loan  Document   Schedules.   Schedule  1.6  hereto
supplements  and  otherwise  modifies  (to the  extent  necessary)  the  various
schedules and exhibits to the Original Loan Documents in order to make each such
schedule and exhibit to each such document true, accurate and complete as of the
Amendment Closing Date.

     1.7. Post-Closing  Covenants.  Lenders hereby waive the Defaults and Events
of  Default  under  Section  4.20  and  Section  7.1.4 of the  Credit  Agreement
resulting  from  Borrowers  failure to deliver  certain  documents  set forth in
Section 4.20 within the time periods set forth therein, provided that (a) within
30 calendar days after the Amendment  Closing Date,  Borrowers  obtain  business
interruption insurance (that is in form and substance reasonably satisfactory to
Administrative  Agent) and provide  Administrative  Agent with evidence thereof,
and (b) within 30 calendar  days after the Amendment  Closing  Date,  Access One
completes  an  unwind  transaction  with  SIRCO  (that is in form and  substance
reasonably  acceptable  to  Administrative  Agent)  pursuant to which Access One
exchanges  1,400,000 shares of SIRCO for 1,750,000 shares of Access One, and (c)
Borrowers  use their best efforts to obtain,  within 45 calendar  days after the
Amendment Closing Date,  estoppel and consent  agreements (in form and substance
reasonably    acceptable    to    Administrative    Agent)   from   Bell   South
Telecommunications,  Inc.,  and  within 30  calendar  days  after the  Amendment
Closing  Date,  Borrowers  file such  documents  with the  Secretary of State of
Florida as are  necessary to reflect the correct legal name of Access One on its
Florida foreign  qualification  documents and provide  Administrative Agent with
evidence  of such  filings  (in  form and  substance  reasonably  acceptable  to
Administrative Agent).

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     1.8.  Reaffirmation of  Collateralization  for New Indebtedness  Hereunder.
Each Obligor  hereby  confirms that the  Collateral  under and as defined in the
Original Loan Documents for the  indebtedness  under the Original Loan Documents
also  serves as  collateral  security  for the funds  advanced  pursuant to this
Amendment  and the other Loan  Documents.  To the extent not  otherwise  already
covered by the Original Loan  Documents,  each Obligor hereby grants and pledges
to  Administrative  Agent a  present,  absolute,  unconditional  and  continuing
security  interest  in and  pledge of and  collateral  assignment  of all of the
Collateral under and as defined in the Loan Documents to which such Obligor is a
party as collateral  security for funds advanced  pursuant to this Amendment and
the other Loan Documents.

     1.9.  Increased Term Loan Origination  Fee. On the Amendment  Closing Date,
Administrative  Agent must receive in immediately  available  funds an Increased
Term Loan  Origination  Fee in the amount of  $225,000,  which  amount  shall be
treated as prepaid, non-refundable interest.

     1.10. References in Other Loan Documents. In furtherance of the foregoing,

                a.    References  in  the  Original  Credit   Agreement  to  the
                      "Agreement"  or  "Credit  Agreement"  hereafter  mean  the
                      Credit  Agreement (as amended  hereby).  References in the
                      other  Original Loan  Documents to the "Credit  Agreement"
                      hereafter mean the Credit Agreement (as amended hereby).

                b.    References  in the Original Loan  Documents  (including in
                      the  Original   Credit   Agreement)  to  the  other  "Loan
                      Documents"  (either as a group or individually) or to such
                      other  documents  by  their  individual   separate  titles
                      hereafter mean such Loan Documents (as amended hereby).

                c.    References in the Original Loan  Documents  (including the
                      Original   Credit   Agreement)   to  any   "Borrower"   or
                      "Borrowers"  or to any "Obligor" or  "Obligors"  hereafter
                      include   Additional   Borrower   (and  any  successor  or
                      permitted assignee thereof).

                d.    References in the Original Loan  Documents  (including the
                      Original  Credit  Agreement)  to the  "Indebtedness",  the
                      "Debt", the "Funded Debt", the "Secured Obligations",  the
                      "Obligations"  or any other terms that include such terms,
                      hereafter   include  within  such   references  all  funds
                      advanced  under  this  Amendment  as  well  as  all  other
                      indebtedness and obligations (monetary or otherwise) under
                      the Loan Documents (as amended hereby).

     1.11.  Relationship  to  Original  Loan  Documents.  This  Amendment  is an
amendment  and  supplement  to  (and  not a  novation  of) the  Original  Credit
Agreement and the other Original Loan Documents as well as the schedules thereto
without any discharge,  release or satisfaction  of the existing  obligations or
indebtedness  (or any guaranty or collateral  security  therefor),  all of which
obligations,  indebtedness  and  security  remains  outstanding  under  the Loan
Documents.  Except  as  specifically  amended  by  this  Amendment,  the  Credit
Agreement  and the other Loan  Documents  are, and continue to be, in full force
and  effect  as in  effect  prior to the date  hereof.

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This Amendment  becomes  effective as to any party as of the date of its, his or
her  execution  hereof,  and the  failure of any party  hereto to  execute  this
Amendment shall in no way effect the obligations hereunder of the parties hereto
that have executed this Amendment.  While this Amendment (for convenience of the
parties  hereto) has been  prepared  for  execution by all  Obligors,  except as
otherwise  expressly  provided  herein,  this Amendment shall not create for any
Obligor  liability under any Original Loan Document to which such Obligor is not
a signatory.

                            ARTICLE 2: MISCELLANEOUS

     2.1. Loan Document; Definitions. This Amendment is a Loan Document executed
pursuant to the Credit  Agreement  and  (unless  otherwise  expressly  indicated
herein) is to be  construed,  administered  and applied in  accordance  with the
terms and provisions  thereof.  Capitalized  terms used herein without  separate
definitions  have the  meaning  ascribed  to such terms in the  Original  Credit
Agreement (if such a definition  exists therein) or in the other Loan Documents.
The rules of construction  and the number and gender  provisions under Article 8
of the Original Credit Agreement are also applicable herein.

     2.2.  Additional  Representations  and  Covenants.  Each Obligor  makes the
following  representations  and warranties solely with respect to this Amendment
and any Original Loan Document to which such Obligor is a signatory:

            2.2.1.    Authorization and Enforceability.  Each Obligor represents
and  warrants  (a) that it,  he or she (as  applicable)  has the full  power and
authority to enter into,  to deliver and to perform this  Amendment,  the Credit
Agreement  and the other Loan  Documents to which it, he or she is a party,  and
all other agreements and actions  required of it, him or her hereunder,  and (b)
that all actions necessary or appropriate for such Obligor's execution, delivery
and  performance  of this  Amendment,  the Credit  Agreement  and the other Loan
Documents, and all other agreements and actions required hereunder or thereunder
have been properly and fully taken,  and (c) that,  upon execution and delivery,
this Amendment as well as the Credit Agreement and the other Loan Documents will
constitute  the legal,  valid and binding  obligations  of each party  hereto or
thereto enforceable in accordance with the terms hereof or thereof.

            2.2.2.    Representations and Warranties. Each Obligor hereby renews
each and all  representations and warranties made by it, him or her contained in
the Original Loan  Documents,  and each Obligor  hereby  represents and warrants
that all such  representations  and  warranties  (as  modified by the  schedules
related thereto) are true,  correct and complete in all material respects on and
as of the Amendment Closing Date.

            2.2.3.    No Default.  Each Borrower and (to the best of its, his or
her  knowledge  after due inquiry)  each other  Obligor  hereby  represents  and
warrants that no Default or Event of Default currently exists under the Original
Credit  Agreement or the other Original Loan Documents to which it, he or she is
a party. Each Obligor hereby represents and warrants that no Default or Event of
Default under the Original Credit Agreement or the other Original Loan Documents
to which it, he or she is a party will  result from the  execution,  delivery or
performance of this Amendment.

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            2.2.4.    Obligor Solvency.  No Obligor is "insolvent," as such term
is defined in Section 101(32) of the Bankruptcy Code (11 U.S.C. ss. 101(32)). No
Obligor,  by virtue of its  obligations  and actions in connection with the Loan
Documents,  has engaged or is engaging in any  transaction  that  constitutes  a
fraudulent  transfer or fraudulent  conveyance under applicable federal or state
law  (including  under Section 548 of the  Bankruptcy  Code or under the Uniform
Fraudulent Transfer Act or the Uniform Fraudulent Conveyance Act).

            2.3.    Binding and Governing Law. This Amendment has been delivered
by  Borrowers  and the other  Obligors and has been  received by  Administrative
Agent in the Commonwealth of Virginia.  This Amendment shall be binding upon and
shall  inure  to  the  benefit  of  the  parties  hereto  and  their  respective
successors,   assigns,  heirs,  personal  representatives  and  executors.  This
Amendment shall be governed as to its validity, interpretation, construction and
effect by the laws of the Commonwealth of Virginia (without giving effect to the
conflicts of law rules of the Commonwealth of Virginia).

            2.4.    Survival.  All agreements,  representations,  warranties and
covenants  of any  Obligor  contained  herein or in any  documentation  required
hereunder shall survive the execution and delivery of this Amendment and (except
as otherwise  expressly  provided herein) will continue in full force and effect
so long as any indebtedness or other obligation of any Borrower or other Obligor
to Administrative  Agent or any Lender remains outstanding under any of the Loan
Documents.

     2.5.  No  Waiver;  Delay  in  Acting.  To  be  effective,   any  waiver  by
Administrative  Agent or any Lender must be expressed  in a writing  executed by
Administrative  Agent or such Lender.  Except as expressly set forth herein, the
execution,  delivery and performance of this Amendment shall not act as a waiver
of any  Default or any  right,  power or remedy of  Administrative  Agent or any
Lender under any Loan Document or any other agreements and documents executed in
connection  herewith  or  therewith  and  shall not  constitute  a waiver of any
provision thereof. If Administrative Agent or any Lender 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 Administrative
Agent  or any  Lender  to  insist  upon  the  strict  performance  of any  term,
condition,  covenant, or agreement of this Amendment or any other Loan Document,
or to  exercise  any  right,  power or  remedy  hereunder  or  thereunder,  will
constitute  a waiver of any such term,  condition,  covenants or agreement or of
any such breach, or preclude Administrative Agent or such Lender from exercising
any such  right,  power,  or  remedy at any later  time or times.  By  accepting
payment  after  the due date of any  amount  payable  under  any Loan  Document,
Administrative  Agent  will not be deemed  to have  waived  the right  either to
require  prompt  payment  when due of all  other  amounts  payable  under a Loan
Document  or to declare an Event of Default  for  failure to effect  such prompt
payment of any such other amount.  The remedies  provided  herein are cumulative
and not  exclusive  of each other,  the  remedies  provided  by law,  and/or the
remedies provided by the other Loan Documents.

     2.6.  Modification.  Except as  otherwise  provided in this  Amendment,  no
modification or amendment  hereof shall be effective  unless made in writing and
signed by any  party  hereto  as to which  such  amendment  or  modification  is
applicable.

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     2.7.  Headings.  The various  headings in this  Amendment  are inserted for
convenience  only and shall not affect the  meaning  or  interpretation  of this
Amendment or any provision hereof.

     2.8. Prior Agreements.  This Amendment shall completely and fully supersede
all other and prior agreements and correspondence (both written and oral) by and
between Obligors and Administrative Agent or any Lender concerning the terms and
conditions of this Amendment.

     2.9.   Severability.   If  fulfillment  of  any  provision  hereof  or  any
transaction  related  hereto  or  to  the  other  Loan  Documents  at  the  time
performance  thereof  shall  be 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
herein  contained  operates or would  prospectively  operate to invalidate  this
Amendment or any other Loan Document,  in whole or in part,  then such clause or
provision only shall be void, as though not herein or therein contained, and the
remainder of this Amendment and the other Loan Documents shall remain  operative
and in full force and effect; provided,  however, if any such provision pertains
to the  repayment  of any  indebtedness  under  the  Loan  Documents,  then  the
occurrence of any such invalidity shall constitute an immediate Event of Default
under the Credit Agreement.

     2.10.  Counterparts.  This  Amendment  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  shall be  deemed  to be an
original,  but all such counterparts  together shall constitute one and the same
instrument.

     2.11. Waiver of Subrogation.  Each Obligor hereby waives any and all rights
of subrogation,  contribution and reimbursement  that it, he or she may now have
or hereafter  acquire with  respect to its,  his or her  obligations  hereunder,
under any Loan Document or under any other agreement that it, he or she may have
or may hereafter enter into with Administrative Agent or any Lender.

     2.12. Waiver of Suretyship Defenses. Each Obligor hereby waives any and all
defenses  and  rights of  discharge  based  upon  suretyship  or  impairment  of
collateral (including, without limitation, lack of attachment or perfection with
respect  thereto) that it, he or she may now have or may hereafter  acquire with
respect  to  Administrative  Agent  or any  Lender  or any  of  its,  his or her
obligations hereunder, under any Loan Document or under any other agreement that
it, he or she may have or may hereafter enter into with Administrative  Agent or
any Lender.

     2.13.   WAIVER  OF   LIABILITY.   EACH  OBLIGOR  (A)  AGREES  THAT  NEITHER
ADMINISTRATIVE  AGENT  NOR ANY  LENDER  (NOR ANY OF THEIR  DIRECTORS,  OFFICERS,
EMPLOYEES OR AGENTS) SHALL HAVE ANY LIABILITY TO ANY OBLIGOR  (WHETHER  SOUNDING
IN TORT,  CONTRACT OR OTHERWISE) FOR LOSSES OR COSTS SUFFERED OR INCURRED BY ANY
OBLIGOR  IN  CONNECTION  WITH  OR  IN  ANY  WAY  RELATED  TO  THE   TRANSACTIONS
CONTEMPLATED OR THE RELATIONSHIP  ESTABLISHED BY ANY LOAN DOCUMENT,  OR ANY ACT,
OMISSION OR EVENT  OCCURRING IN  CONNECTION  HEREWITH OR  THEREWITH,  EXCEPT FOR
FORESEEABLE ACTUAL LOSSES RESULTING DIRECTLY AND EXCLUSIVELY FROM ADMINISTRATIVE
AGENT'S OR SUCH LENDER'S OWN GROSS NEGLIGENCE,  WILLFUL  MISCONDUCT OR FRAUD AND
(B) WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM AGAINST ADMINISTRATIVE
AGENT OR ANY LENDER (OR THEIR DIRECTORS,  OFFICERS, EMPLOYEES OR AGENTS) WHETHER
SOUNDING  IN TORT,  CONTRACT  OR  OTHERWISE,


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EXCEPT  FOR  CLAIMS  FOR  FORESEEABLE   ACTUAL  LOSSES  RESULTING  DIRECTLY  AND
EXCLUSIVELY FROM  ADMINISTRATIVE  AGENT'S OR SUCH LENDER'S OWN GROSS NEGLIGENCE,
WILLFUL MISCONDUCT OR FRAUD.  MOREOVER,  WHETHER OR NOT SUCH DAMAGES ARE RELATED
TO A CLAIM THAT IS SUBJECT TO THE WAIVER  EFFECTED ABOVE AND WHETHER OR NOT SUCH
WAIVER IS  EFFECTIVE,  NEITHER  ADMINISTRATIVE  AGENT NOR ANY LENDER  (NOR THEIR
DIRECTORS,  OFFICERS, EMPLOYEES OR AGENTS) SHALL HAVE ANY LIABILITY WITH RESPECT
TO (AND EACH  OBLIGOR  HEREBY  WAIVES,  RELEASES  AND AGREES NOT TO SUE UPON ANY
CLAIM FOR) ANY SPECIAL,  INDIRECT,  CONSEQUENTIAL,  PUNITIVE OR  NON-FORESEEABLE
DAMAGES  SUFFERED BY ANY OBLIGOR IN CONNECTION WITH OR IN ANY WAY RELATED TO THE
TRANSACTIONS  CONTEMPLATED OR THE RELATIONSHIP ESTABLISHED BY ANY LOAN DOCUMENT,
OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION HEREWITH OR THEREWITH.

     2.14.  FORUM  SELECTION;   CONSENT  TO  JURISDICTION.   ANY  LITIGATION  IN
CONNECTION  WITH OR IN ANY WAY  RELATED TO ANY LOAN  DOCUMENT,  OR ANY COURSE OF
CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER VERBAL OR WRITTEN),  ACTIONS OR
INACTIONS OF ADMINISTRATIVE AGENT, ANY LENDER OR ANY OBLIGOR 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 ANY OBLIGOR,  ANY COLLATERAL
OR ANY  OTHER  PROPERTY  MAY ALSO BE  BROUGHT  (AT  ADMINISTRATIVE  AGENT'S  AND
LENDERS' OPTION) IN THE COURTS OF ANY OTHER  JURISDICTION  WHERE SUCH COLLATERAL
OR OTHER PROPERTY MAY BE FOUND OR WHERE  ADMINISTRATIVE  AGENT OR ANY LENDER MAY
OTHERWISE OBTAIN PERSONAL  JURISDICTION  OVER SUCH OBLIGOR.  EACH OBLIGOR 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.  EACH  OBLIGOR  FURTHER
IRREVOCABLY  CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED OR CERTIFIED MAIL,
POSTAGE  PREPAID,  OR BY PERSONAL  SERVICE WITHIN OR OUTSIDE THE COMMONWEALTH OF
VIRGINIA.  EACH OBLIGOR 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 ANY OBLIGOR 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 SUCH
OBLIGOR HEREBY  IRREVOCABLY  WAIVES SUCH IMMUNITY IN RESPECT OF ITS  OBLIGATIONS
UNDER THIS AMENDMENT.

     2.15.  WAIVER OF JURY  TRIAL.  ADMINISTRATIVE  AGENT,  EACH LENDER AND EACH
OBLIGOR 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 ANY OF THE LOAN  DOCUMENTS,  OR ANY COURSE OF CONDUCT,  COURSE OF
DEALING,  STATEMENTS  (WHETHER  VERBAL OR  WRITTEN),  ACTIONS  OR  INACTIONS  OF
ADMINISTRATIVE  AGENT, ANY LENDER OR ANY OBLIGOR.  EACH OBLIGOR ACKNOWLEDGES AND
AGREES  (A) THAT IT HAS  RECEIVED  FULL AND  SUFFICIENT  CONSIDERATION  FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A

                                       10
<PAGE>

PARTY),  AND (B)  THAT IT HAS  BEEN  ADVISED  BY  LEGAL  COUNSEL  IN  CONNECTION
HEREWITH,   AND  (C)  THAT  THIS   PROVISION  IS  A  MATERIAL   INDUCEMENT   FOR
ADMINISTRATIVE  AGENT  AND EACH  LENDER  ENTERING  INTO THE LOAN  DOCUMENTS  AND
FUNDING ADVANCES THEREUNDER.

     2.16.  Construction.  The language in all parts of this  Amendment  and the
other Loan Documents in all cases shall be construed as a whole according to its
fair meaning.


                      [BALANCE OF PAGE INTENTIONALLY BLANK]


<PAGE>

                  IN WITNESS WHEREOF,  the undersigned  (where  appropriate,  by
their duly authorized  officers) have executed this Amendment,  as an instrument
under seal (whether or not any such seals are physically attached hereto), as of
the day and year first above written.

ATTEST:                                      ACCESS ONE COMMUNICATIONS
                                             CORP. (BORROWER)


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

[CORPORATE SEAL]


ATTEST:                                      THE OTHER PHONE COMPANY, INC.
                                             (BORROWER)


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

[CORPORATE SEAL]


ATTEST:                                   OMNICALL, INC. (BORROWER)


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

[CORPORATE SEAL]


<PAGE>


                  IN WITNESS WHEREOF,  the undersigned  (where  appropriate,  by
their duly authorized  officers) have executed this Amendment,  as an instrument
under seal (whether or not any such seals are physically attached hereto), as of
the day and year first above written.

WITNESS:                                     KENNETH BARITZ (Obligor)

                                             /s/ Kenneth Baritz
--------------------------------             --------------------------


<PAGE>


                  IN WITNESS WHEREOF,  the undersigned  (where  appropriate,  by
their duly authorized  officers) have executed this Amendment,  as an instrument
under seal (whether or not any such seals are physically attached hereto), as of
the day and year first above written.

WITNESS:                                     KEVIN GRIFFO (Obligor)

                                             /s/ Kevin Griffo
--------------------------------             --------------------------

<PAGE>


                  IN WITNESS WHEREOF,  the undersigned  (where  appropriate,  by
their duly authorized  officers) have executed this Amendment,  as an instrument
under seal (whether or not any such seals are physically attached hereto), as of
the day and year first above written.

WITNESS:                                     MCG FINANCE CORPORATION
                                             (ADMINISTRATIVE AGENT AND A LENDER)




By:                                          By /s/ Steven F. Tunney
      --------------------------                ---------------------------
                                                Steven F. Tunney, Executive Vice
                                                President and Chief Financial
                                                Officer