EXHIBIT 10.50


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                            CREDIT FACILITY AGREEMENT




                                  BY AND AMONG



                         ACCESS ONE COMMUNICATIONS CORP.



                                       AND



                  EACH OF ITS DIRECT AND INDIRECT SUBSIDIARIES




                                       AND



                             MCG FINANCE CORPORATION
                   (AS AGENT FOR ITSELF AND ANY OTHER LENDER)






                   Executed and Effective as of June 30, 1999


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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                  <C>
ARTICLE 1:  THE CREDIT FACILITIES.....................................................................................1
         1.1. Term Loan Facility......................................................................................1
                  1.1.1. Establishment of Credit Facility.............................................................1
                  1.1.2. Facility Maturity............................................................................1
                  1.1.3. Use of Proceeds..............................................................................1
                  1.1.4. Term Loan Notes..............................................................................2
                  1.1.5. Interest.....................................................................................2
                           1.1.5.1. Intentionally Blank...............................................................2
                           1.1.5.2. Establishment of Portions.........................................................2
                           1.1.5.3. Interest Rate Determination.......................................................3
                           1.1.5.4. Selection of Rate Index...........................................................3
                           1.1.5.5. Applicable Rate Margins...........................................................3
                           1.1.5.6. Calculation of Interest...........................................................3
                           1.1.5.7. Special LIBO Rate Provisions......................................................3
                  1.1.6. Repayment and Prepayment.....................................................................5
                           1.1.6.1. Interest Payments.................................................................5
                           1.2.6.2. Intentionally Blank...............................................................5
                           1.1.6.3. Intentionally Blank...............................................................5
                           1.1.6.4. Payments at Maturity..............................................................6
                           1.1.6.5. Prepayments.......................................................................6
                           1.1.6.6. Availability for Reborrowing......................................................6
         1.2. Intentionally Blank.....................................................................................7
         1.3. Determination of Commitment Amounts.....................................................................7
                  1.3.1. Initial Commitment; Commitment Increases.....................................................7
                  1.3.2. Determination of Borrowing Base..............................................................7
                  1.3.3. Voluntary Reduction of Commitment............................................................8
         1.4. Advances................................................................................................8
                  1.4.1. Requesting Advances..........................................................................8
                  1.4.2. Funding Advances.............................................................................8
                  1.4.3. Indemnification for Revocation or Failure to Satisfy Conditions..............................9
                  1.4.4. Obligation to Advance........................................................................9
         1.5. Payments in General.....................................................................................9
                  1.5.1. Manner and Place of Payments.................................................................9
                  1.5.2. Special Payment Timing Issues................................................................9
                  1.5.3. Application of Payments......................................................................9
                  1.5.4. LIBO Rate Payments Not at End of Interest Period............................................10
                  1.5.5. Capital Adequacy, Taxes and Other Adjustments...............................................10
                  1.5.6. Payment of Expenses, Indemnities and Protective Advances....................................10
                  1.5.7. Payments upon Termination...................................................................11
                  1.5.8. Late Payments...............................................................................11
                  1.5.9. Default Interest............................................................................11
                  1.5.10. Usury Savings Provision....................................................................11
         1.6. Release of Security....................................................................................12
         1.7. Fees and Other Compensation............................................................................12
                  1.7.1. Origination Fee.............................................................................12
                  1.7.2. Increased Term Loan Facility Origination Fee................................................12
                  1.7.3. Periodic Unused Fee.........................................................................12
                  1.7.4. Issuance of Option and Warrants.............................................................12
                  1.7.5. Other Fees..................................................................................13
ARTICLE 2:  CONDITIONS PRECEDENT.....................................................................................13
         2.1. Closing Conditions.....................................................................................13
                  2.1.1. Compliance..................................................................................13
                           2.1.1.1. Fees and Expenses................................................................13
                           2.1.1.2. Representations..................................................................13
</TABLE>

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<TABLE>
<S>                                                                                                                  <C>
                           2.1.1.3. No Default.......................................................................13
                           2.1.1.4. No Material Change...............................................................13
                  2.1.2. Documents...................................................................................13
         2.2. Term Loan Advances.....................................................................................16
                  2.2.1. Advance Request.............................................................................16
                  2.2.2. Other Documents.............................................................................17
                  2.2.3. Compliance..................................................................................17
                           2.2.3.1. Fees and Expenses................................................................17
                           2.2.3.2. Representations..................................................................17
                           2.2.3.3. No Default.......................................................................17
                           2.2.3.4. No Material Change...............................................................17
         2.3. Additional Conditions Precedent in Connection with Increased Term Loan Commitment......................17
                  2.3.1. Commitment to Lend..........................................................................17
                  2.3.2. Lien Searches...............................................................................17
                  2.3.3. Amended Documents...........................................................................18
ARTICLE 3:  REPRESENTATIONS AND WARRANTIES...........................................................................18
         3.1. Organization and Good Standing.........................................................................18
         3.2. Power and Authority....................................................................................18
         3.3. Validity and Legal Effect..............................................................................18
         3.4. No Violation of Laws or Agreements.....................................................................18
         3.5. Title to Assets; Existing Encumbrances; Identification of Intellectual and Real Property...............19
         3.6. Capital Structure and Equity Ownership.................................................................19
         3.7. Subsidiaries, Affiliates and Investments...............................................................19
         3.8. Material Contracts.....................................................................................20
         3.9. Licenses and Authorizations............................................................................20
         3.10. Taxes and Assessments.................................................................................20
         3.11. Litigation and Legal Proceedings......................................................................21
         3.12. Accuracy of Financial Information.....................................................................21
         3.13. Accuracy of Other Information.........................................................................21
         3.14. Compliance with Laws Generally........................................................................21
         3.15. ERISA Compliance......................................................................................21
         3.16. Environmental Compliance..............................................................................21
         3.17. Margin Rule Compliance................................................................................21
         3.18. Fees and Commissions..................................................................................22
         3.19. Solvency..............................................................................................22
         3.20. Additional FCC and Other Regulatory Representations...................................................22
                  3.20.1. General Compliance.........................................................................22
                  3.20.2. No Unresolved Application, Complaint or Proceeding.........................................22
                  3.20.3. Status and Renewal of Licenses.............................................................22
ARTICLE 4:  AFFIRMATIVE COVENANTS....................................................................................23
         4.1. Financial Covenants and Ratios.........................................................................23
                  4.1.1. Minimum Access Lines........................................................................23
                  4.1.3. Milestone Regarding Back Office.............................................................24
                  4.1.3. Minimum Gross Profit Margin.................................................................24
                  4.1.4. Minimum OCF.................................................................................24
                  4.1.5. Minimum Revenue.............................................................................25
                  4.1.6. Leverage Ratio..............................................................................25
                  4.1.7. Attrition Rate..............................................................................25
         4.2. Periodic Financial Statements and Compliance Certificates..............................................25
                  4.2.1. Monthly Reporting...........................................................................25
                  4.2.1. Quarterly Financial Statements..............................................................26
                  4.2.2. Annual Financial Statements.................................................................26
         4.3. Other Financial and Specialized Reports................................................................27
                  4.3.1. Financial Forecasts.........................................................................27
                  4.3.2. Additional Material Contracts, Licenses and Authorizations..................................27
                  4.3.3. Tax Returns.................................................................................27
                  4.3.4. SEC Filings and Press Releases..............................................................27
</TABLE>

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<TABLE>
<S>                                                                                                                  <C>
         4.4. Fiscal Year............................................................................................27
         4.5. Books and Records; Maintenance of Properties...........................................................27
         4.6. Existence and Good Standing............................................................................27
         4.7. Deposit Accounts.......................................................................................27
         4.8. Insurance; Disaster Contingency........................................................................28
                  4.8.1. General Insurance Provisions................................................................28
                  4.8.2. Disaster Recovery and Contingency Program...................................................28
         4.9. Loan Purpose...........................................................................................28
         4.10. Taxes.................................................................................................29
         4.11. Management Changes....................................................................................29
         4.12. Litigation and Administrative Proceedings.............................................................29
         4.13. Monitoring Compliance; Occurrence of Certain Events...................................................29
         4.14. Compliance with Laws..................................................................................29
         4.15. Further Actions.......................................................................................29
                  4.15.1. Additional Collateral......................................................................29
                  4.15.2. Further Assurances.........................................................................30
                  4.15.3. Estoppel Certificates......................................................................30
                  4.15.4. Waivers and Consents.......................................................................30
                  4.15.5. Access and Audits..........................................................................30
                  4.15.6. Attendance at Board of Directors Meetings..................................................31
         4.16. Costs and Expenses....................................................................................31
         4.17. Other Information.....................................................................................31
         4.18. Additional FCC and Other Regulatory Affirmative Covenants.............................................31
                  4.18.1. Service Interruption.......................................................................31
                  4.18.2. Correspondence, Orders and Filings.........................................................32
         4.19. Location of Operating Assets..........................................................................32
         4.20. Post-Closing Items....................................................................................32
ARTICLE 5:  NEGATIVE COVENANTS.......................................................................................33
         5.1. Capital Expenditures...................................................................................33
         5.2. Additional Indebtedness................................................................................33
         5.3. Guaranties.............................................................................................34
         5.4. Loans..................................................................................................35
         5.5. Liens and Encumbrances; Negative Pledge................................................................35
         5.6. Transfer of Assets.....................................................................................36
         5.7. Acquisitions and Investments...........................................................................36
         5.8. New Ventures; Mergers..................................................................................37
         5.9. Transactions with Affiliates...........................................................................38
         5.10. Distributions or Dividends............................................................................38
         5.11. Payment of Subordinated Indebtedness..................................................................38
         5.12. Payment of Management Fees and Other Compensation.....................................................38
         5.13. Issuance of Additional Equity.........................................................................38
         5.14. Removal of Assets.....................................................................................39
         5.15. Modifications to Organic Documents....................................................................39
         5.16. Terms of and Modifications to Material Relationships..................................................39
         5.17. Margin Stock Restrictions; Other Federal Statutes.....................................................39
ARTICLE 6:  ADDITIONAL COLLATERAL AND RIGHT OF SET OFF...............................................................40
         6.1. Additional Collateral..................................................................................40
         6.2. Right of Set-Off.......................................................................................40
         6.3. Additional Rights......................................................................................40
ARTICLE 7:  DEFAULT AND REMEDIES.....................................................................................40
         7.1. Events of Default......................................................................................40
                  7.1.1. Payment Obligations.........................................................................40
                  7.1.2. Representations and Warranties..............................................................41
                  7.1.3. Financial Covenants.........................................................................41
                  7.1.4. Other Covenants in Loan Documents...........................................................41
                  7.1.5. Default Under Other Agreements with Administrative Agent or Lenders.........................41
                  7.1.6. Default Under Material Agreements with Other Parties........................................41
</TABLE>

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<TABLE>
<S>                                                                                                                  <C>
                  7.1.7. Security Interest...........................................................................41
                  7.1.8. Change of Control...........................................................................42
                  7.1.9. Government Action...........................................................................42
                  7.1.10. Insolvency.................................................................................42
                  7.1.11. Additional Liabilities.....................................................................42
                  7.1.12. Business Interruption......................................................................42
                  7.1.13. FCC and Other Regulatory-Action Defaults...................................................43
                  7.1.14. Material Adverse Change....................................................................43
         7.2. Remedies...............................................................................................43
                  7.2.1. Acceleration, Termination and Pursuit of Collateral.........................................43
                  7.2.2. Other Remedies..............................................................................44
                  7.2.3. Special Regulatory-Related Remedies.........................................................44
ARTICLE 8:  RELATIONSHIP AMONG LENDERS...............................................................................45
         8.1. Appointment, Authorization and Grant of Authority......................................................45
         8.2. Acceptance of Appointment..............................................................................46
         8.3. Administrative Agent's Relationship with Borrowers.....................................................46
         8.4. Non-Reliance on Administrative Agent and Other Lenders.................................................46
         8.5. Reliance by Administrative Agent.......................................................................47
         8.6. Delegation of Duties; Additional Reliance by Administrative Agent......................................47
         8.7. Acting on Instructions of Lenders......................................................................47
         8.8. Actions Upon Occurrence of Default or Event of Default.................................................48
         8.9. Administrative Agent's Rights as Lender in Individual Capacity.........................................48
         8.10. Advances By Administrative Agent......................................................................48
         8.11. Payments to Lenders...................................................................................49
         8.12. Pro-Rata Sharing of Setoff Proceeds...................................................................49
         8.13. Limitation on Liability of Administrative Agent.......................................................49
         8.14. Indemnification.......................................................................................50
         8.15. Resignation; Successor Administrative Agent...........................................................50
ARTICLE 9:  DEFINITIONS AND RULES OF CONSTRUCTION....................................................................51
         9.1. Definitions............................................................................................51
         9.2. Rules of Interpretation and Construction...............................................................62
                  9.2.1. Plural; Gender..............................................................................62
                  9.2.2. Section and Schedule References.............................................................62
                  9.2.3. Titles and Headings.........................................................................62
                  9.2.4. Including and Among Other References........................................................62
                  9.2.5. Time of Day References......................................................................62
                  9.2.6. Knowledge of a Person.......................................................................63
                  9.2.7. Successors and Assigns......................................................................63
                  9.2.8. Modifications to Documents..................................................................63
                  9.2.9. References to Laws and Regulations..........................................................63
                  9.2.10. Financial and Accounting Terms.............................................................63
                  9.2.11. Conflicts Among Loan Documents.............................................................63
                  9.2.12. Independence of Covenants and Defaults.....................................................63
                  9.2.13. Administrative Agent.......................................................................64
ARTICLE 10:  MISCELLANEOUS...........................................................................................64
         10.1. Indemnification, Reliance and Assumption of Risk......................................................64
         10.2. Assignments and Participations........................................................................65
         10.3. No Waiver; Delay......................................................................................65
         10.4. Modifications and Amendments..........................................................................66
         10.5. Disclosure of Information to Third Parties............................................................66
         10.6. Binding Effect and Governing Law......................................................................67
         10.7. Notices...............................................................................................67
         10.8. Relationship with Prior Agreements....................................................................69
         10.9. Severability..........................................................................................69
         10.10. Termination and Survival.............................................................................69
         10.11. Reinstatement........................................................................................69
         10.12. Counterparts.........................................................................................70
</TABLE>

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<TABLE>
<S>                                                                                                                  <C>
         10.13. Waiver of Suretyship Defenses........................................................................70
         10.14. Waiver of Liability..................................................................................70
         10.15. Forum Selection; Consent to Jurisdiction.............................................................70
         10.16. Waiver of Jury Trial.................................................................................71
</TABLE>

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                                   SCHEDULES:

Schedule        A        List of Borrowers
Schedule        1.1.3    Indebtedness Being Satisfied
Schedule        1.4.2    Funding Instructions
Schedule        3.1      Good Standing / Foreign Qualification Jurisdictions
Schedule        3.2      Missing Consents
Schedule        3.5A     Intellectual Property
Schedule        3.5B     Real Property Interests
Schedule        3.5C     Operating Names / Trade Names
Schedule        3.6      Capital Structure / Equity Ownership
Schedule        3.7      Subsidiaries, Affiliates & Investments
Schedule        3.8      Material Contracts
Schedule        3.9      Licenses and Authorizations
Schedule        3.10     Taxes and Assessments
Schedule        3.11     Material Litigation
Schedule        3.18     Fees and Commissions
Schedule        3.20     Pending Regulatory Matters
Schedule        4.7      Existing Deposit Accounts
Schedule        5.2      Permitted Additional Indebtedness
Schedule        5.3      Permitted Additional Guaranties
Schedule        5.4      Permitted Additional Loans
Schedule        5.5      Permitted Additional Liens
Schedule        5.7      Permitted Additional Investments


                                    EXHIBITS:

Exhibit         1.4.1        Form of Advance Request
Exhibit         4.2          Form of Borrowing Base and Periodic Compliance
                             Certificate
Exhibit         10.2         Form of Assignment and Assumption Agreement

                                      -vi-

<PAGE>


                            CREDIT FACILITY AGREEMENT


         THIS CREDIT FACILITY AGREEMENT (as defined in Article 9, along with all
other  defined  terms,  this  "Agreement")  is made and effective as of June 30,
1999,  by and among  ACCESS ONE  COMMUNICATIONS  CORP.  ("Access  One") and EACH
DIRECT  AND  INDIRECT  SUBSIDIARY  OF ACCESS  ONE  (WHICH  EITHER  ARE LISTED ON
SCHEDULE  A WITH THE  CONSENT OF LENDERS  OR ARE  HEREAFTER  ADDED AS  BORROWING
SUBSIDIARIES  PURSUANT TO THE TERMS HEREOF) (as more fully defined in Article 9,
Access One and each such Subsidiary are referred to individually as a "Borrower"
and collectively as the "Borrowers"),  and EACH FINANCIAL  INSTITUTION THAT FROM
TIME TO TIME IS A "LENDER"  HEREUNDER (as more fully defined in Article 9, each,
a "Lender";  collectively,  the "Lenders"), and MCG FINANCE CORPORATION (as more
fully defined in Article 9, "MCG" or "Administrative Agent").


                                 R E C I T A L S

         WHEREAS,   Borrowers   desire  and  have   applied   to   Lenders   and
Administrative Agent for a credit facility consisting of a term loan pursuant to
which $7.5 million can be borrowed  from time to time on a senior  secured basis
(but  which  amount  may be  increased  by up to $7.5  million  at the  sole and
absolute discretion of Lenders); and

         WHEREAS,   Lenders  and  Administrative   Agent  are  each  willing  to
accommodate the request for credit upon and subject to the terms, conditions and
provisions of the Loan Documents;

         NOW,  THEREFORE,  for  good and  valuable  consideration  (receipt  and
sufficiency of which are hereby acknowledged), and intending to be legally bound
hereby,  Borrowers  (jointly and severally)  and each Lender and  Administrative
Agent hereby agree as follows:

                        ARTICLE 1: THE CREDIT FACILITIES

1.1.     Term Loan Facility.

         1.1.1.  Establishment  of  Credit  Facility.  Subject  to the terms and
conditions of and in reliance  upon the  representations  and  warranties in the
Loan  Documents,  each Lender  (severally and on a Pro Rata basis with the other
Lenders) will lend funds to Borrowers on a senior secured basis through Advances
from time to time prior to November  30, 1999 (the "Final Term Draw Date") in an
aggregate  principal  amount advanced not to exceed the Available Credit Portion
(as determined in accordance with Section 1.3.

         1.1.2.  Facility  Maturity.  The Term Loan Facility will mature on June
30, 2002 (as may be extended  from time to time in  Lenders'  sole and  absolute
discretion, "Term Loan Maturity Date").

         1.1.3.  Use of  Proceeds.  The  funds  advanced  under  this  Term Loan
Facility may be used exclusively as follows:



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<PAGE>

                  a. To satisfy and refinance the indebtedness owed by Borrowers
to the  various  Persons  set forth on  Schedule  1.1.3  (which  Schedule  shall
identify each payee (including  Receivables Funding Corporation and John Murray,
III), the corresponding amounts being satisfied,  and the purpose for which such
indebtedness being satisfied was initially incurred), and

                  b. To fund the  purchase of  telecommunications  services  for
resale and services such as salaries, promotional expenses, advertising expenses
and professional fees, and

                  c. To fund the purchase of property,  plant and equipment, and

                  d. The balance of the Term Loan Commitment (if any) to pay (i)
for  fees  and  expenses   associated  with  consummating  and  documenting  the
transactions contemplated by this Agreement, and (ii) for such other purposes as
specifically  authorized  hereunder or in writing by Required  Lenders (in their
sole and absolute discretion).

         1.1.4.  Term Loan Notes. The indebtedness  under the Term Loan Facility
and the corresponding  (joint and several) obligation of Borrowers to repay each
Lender with  interest in  accordance  with the terms hereof will be evidenced by
one or more  Term Loan  Notes (as  amended,  restated,  replaced,  supplemented,
extended or renewed from time to time,  each, a "Term Loan Note";  collectively,
the "Term Loan Notes")  payable to the order of each Lender.  The Term Loan Note
will be due and payable in full on the Term Loan  Maturity  Date.  The aggregate
stated  principal amount of the Term Loan Notes will be the Term Loan Commitment
established as of the Closing Date pursuant to Section 1.3;  provided,  however,
that the  maximum  liability  under  such Term Loan Notes will be limited at all
times to the actual amount of indebtedness (including principal, interest, fees,
expenses and indemnities)  then outstanding  under the Term Loan Facility.  Each
Lender is  authorized to note or endorse the date and amount of each Advance and
each  payment  under  the  Term  Loan  Facility  on a  schedule  annexed  to and
constituting a part of the Term Loan Notes.  Such notations or endorsements,  if
made, will constitute prima facie evidence of the information  noted or endorsed
on such schedule,  but the absence of any such notation or endorsement  will not
limit or otherwise affect the obligations or liabilities of Borrowers thereunder
and hereunder.

         1.1.5.  Interest.  Interest  under  the Term  Loan  Facility  (and with
respect to any other amounts  advanced to or on behalf of Borrowers or otherwise
outstanding  under  the  Loan  Documents)  will be  determined  and  imposed  in
accordance with the following  provisions (and, as applicable,  Sections 1.5 and
1.7):

                  1.1.5.1. Intentionally Blank.

                  1.1.5.2.   Establishment   of   Portions.   For   purposes  of
determining  interest,  Borrowers may  designate  and subdivide the  outstanding
balance under the Term Loan Facility (including any other amounts advanced to or
on behalf of  Borrowers  under the Loan  Documents)  into a maximum of three (3)
Portions. No Portion accruing interest at an Adjusted LIBO Rate may be less than
$250,000,  and all Portions under the Term Loan Facility collectively must total
the outstanding balance under the Term Loan Facility.

                  1.1.5.3.   Interest  Rate   Determination.   The   outstanding
principal  balance under each Portion will bear interest  (computed  daily until
paid in  immediately  available  funds,  whether prior to or after the Term Loan
Maturity  Date) at the applicable  Rate Index (as determined in


                                      -2-
<PAGE>

accordance with Section  1.1.5.4) plus the applicable Rate Margin (as determined
in accordance  with Section  1.1.5.5).  If the Prime Rate is the applicable Rate
Index for a Portion, then the interest rate on such Portion will change when and
as the Prime Rate or Rate Margin  changes;  and if an Adjusted  LIBO Rate is the
applicable Rate Index for a Portion, then the interest rate on such Portion will
be  established  on the first day of each  Interest  Period for such Portion and
will not change during such Interest Period (except as otherwise permitted under
Section 1.1.5).  Notwithstanding the foregoing, the applicable interest rate for
the outstanding balance under the Term Loan Facility from the Closing Date until
the first  date on which the Rate Index or Rate  Margin  may be changed  will be
16.328% per annum (i.e.,  the Adjusted LIBO Rate applicable for a 3-month period
as of the Closing Date plus a Rate Margin of 11% per annum).

                  1.1.5.4.  Selection of Rate Index.  The applicable  Rate Index
for each  Portion  will be either the Prime Rate or an Adjusted  LIBO Rate.  The
applicable  Rate Index for each  Portion may be changed by  Borrowers  as of the
first  calendar  day after the end of the  applicable  Interest  Period for such
Portion.  At least 3 Business  Days (but not more than 10 Business  Days) before
any  day  on  which  the  Rate  Index  may be  changed,  Borrowers  must  notify
Administrative  Agent in writing of (a) the dollar  amount of each  Portion  (if
more than one exists) and (b) the selected  Rate Index for each  Portion  during
the subsequent rate period (including, if applicable, the selected length of the
Interest  Period for balances  accruing  interest at an Adjusted LIBO Rate).  If
Administrative Agent does not timely receive such written notification as to any
Portion,  then the then-current Rate Index will be the applicable Rate Index for
the  outstanding  balance of such  unspecified  Portion  during  the  subsequent
Interest  Period.  With respect to the  proceeds of each Advance  under the Term
Loan Facility,  unless Borrowers  request a particular Rate Index at the time of
such Advance,  then  Administrative  Agent may select the applicable  Rate Index
from the  corresponding  Settlement Date for such Advance until the next date on
which the Rate Index may be changed hereunder.

                  1.1.5.5.  Applicable Rate Margins.  The Rate Margin applicable
to the Term Loan Facility will be 11% per annum for Portions  accruing  interest
at an Adjusted  LIBO Rate and 9.0% per annum for Portions  accruing  interest at
the Prime  Rate.  The  portion  of the Rate  Margin  constituting  the  Deferred
Interest shall accrue at a rate of 3.0% per annum (including  interest  thereon,
the "Deferred Interest").

                  1.1.5.6. Calculation of Interest. Interest (including Deferred
Interest) under the Term Loan Facility will be calculated,  accrued, imposed and
payable on the basis of a 360-day  year for the actual  number of days  elapsed.
Interest  (including  Deferred  Interest)  will  begin to accrue on any  amounts
advanced to or on behalf of Borrowers  under the Loan Documents on and as of the
date such funds are advanced.  Unless  prohibited by  applicable  law,  interest
(including Deferred Interest) will be compounded on a monthly basis and added to
the outstanding principal balance.

                  1.1.5.7.   Special  LIBO  Rate   Provisions.   The   following
provisions apply with respect to Adjusted LIBO Rates  (notwithstanding any other
provision hereof).

                           a. Change in Adjusted  LIBO Rate.  Any Adjusted  LIBO
Rate may be prospectively  adjusted by a particular  Lender from time to time to
account for any  additional  or  increased  cost of  maintaining  any  necessary
reserves  for  Eurodollar  deposits  (including  any  increase  in  the  Reserve
Percentage)  or any  increased  costs  due to  changes  in  the  applicable  law
occurring subsequent to the commencement of the then-applicable Interest Period.
Such Lender will give


                                      -3-
<PAGE>

Administrative  Agent notice of any such  determination  and adjustment within a
reasonable   period  of  time   thereafter.   Upon   receipt  of  such   notice,
Administrative Agent will provide a copy thereof to Borrowers, and (upon written
request)  such  Lender  will  furnish a statement  to  Administrative  Agent and
Borrowers  setting forth the basis and the method for  determining the amount of
such  adjustment.  A  determination  by any Lender  hereunder will be conclusive
absent  manifest  error.  If any Lender  provides any such notice of adjustment,
then  Borrowers  may elect to change the  then-applicable  Rate Index (using the
same Rate Margin  category) to the Prime Rate for any Portion then subject to an
Adjusted  LIBO  Rate.  Such  election  to change  the Rate Index must be made by
providing  Administrative  Agent  written  notice  thereof at any time within 10
Business Days after receipt of such notice of  adjustment  (notwithstanding  any
restriction  hereunder limiting Rate Index changes to certain dates, but subject
to the requirement to pay all associated costs therewith).  Upon  Administrative
Agent's  receipt of any such  written  election,  the  identified  Portion  will
thereupon  begin to accrue  interest  at the Prime Rate plus the Rate Margin (as
applicable  for the same Leverage  Ratio as previously  was  applicable  for the
Adjusted LIBO Rate) for the remainder of the  then-current  Interest  Period for
such Portion.

                           b.  Unavailability  of Eurodollar  Funds. An Adjusted
LIBO  Rate will not be  available  for the Term Loan  Facility  if a  particular
Lender  at any time  determines  or  reasonably  believes  that  (1)  Eurodollar
deposits  equal to the amount of principal  under the Term Loan Facility for the
applicable  Interest Period are  unavailable,  or (2) an Adjusted LIBO Rate will
not adequately  and fairly  reflect the cost of  maintaining  balances under the
Term  Loan  Facility,  or (3) by reason of  circumstances  affecting  Eurodollar
markets,  adequate and reasonable  means do not then exist for  ascertaining  an
Adjusted  LIBO Rate.  Such Lender will give  Administrative  Agent notice of any
such determination and adjustment within a reasonable period of time thereafter.
Upon receipt of such notice, Administrative Agent will provide a copy thereof to
Borrowers, and (upon written request) such Lender will furnish to Administrative
Agent and Borrowers a statement  setting forth the basis for such  determination
or reasonable  belief. A determination or belief by any Lender hereunder will be
conclusive absent manifest error.

                           c. Illegality. An Adjusted LIBO Rate also will not be
available  under  the Term  Loan  Facility  if a  particular  Lender at any time
determines or  reasonably  believes that it is unlawful or impossible to fund or
maintain sufficient  Eurodollar  liabilities for the Term Loan Facility under an
Adjusted  LIBO Rate.  Such Lender will give  Administrative  Agent notice of any
such determination and adjustment within a reasonable period of time thereafter.
Upon receipt of such notice, Administrative Agent will provide a copy thereof to
Borrowers, and (upon written request) such Lender will furnish to Administrative
Agent and Borrowers a statement  setting forth the basis for such  determination
or reasonable  belief. A determination or belief by any Lender hereunder will be
conclusive absent manifest error.

                           d.  Continuance of a Default.  An Adjusted LIBO Rate,
unless Required Lenders otherwise consent,  also will not be available under the
Term Loan Facility during the existence of any Default or Event of Default under
the Loan Documents.

                           e.  Alternative  Rate.  During the  occurrence of any
event  described  in either  Clauses  "b," "c" or "d" of this  Subsection,  each
Lender's  obligation  hereunder to fund or maintain  balances  under an Adjusted
LIBO Rate will be suspended,  and during such period,  the


                                      -4-
<PAGE>

outstanding balance under the Term Loan Facility will bear interest at the Prime
Rate plus the  appropriate  Rate Margin  (determined in accordance  with Section
1.1.5.5).

                  1.1.6.  Repayment and Prepayment.  Each Borrower  (jointly and
severally)   hereby   promises  to  pay   Administrative   Agent  the  aggregate
indebtedness  under  the Term  Loan  Facility  (and  other  Loan  Documents)  in
accordance with the following provisions (and, as applicable,  Sections 1.3, 1.5
and 1.7):

                  1.1.6.1. Interest Payments.

                  a. Payment of Current Interest.  Interest (other than Deferred
Interest)  accrued  under the Term Loan  Facility is due and payable  monthly in
arrears  on the last  calendar  day of each  month  and also,  at the  option of
Administrative  Agent,  on the last calendar day of each Interest Period for any
Portion accruing interest at an Adjusted LIBO Rate. Such payments shall commence
on the first such date after the Closing Date. For the avoidance of doubt,  this
means that accrued  interest  (other than  Deferred  Interest)  shall be due and
payable from time to time on a current basis only to the extent of the following
rates:  (i) an  Adjusted  LIBO Rate plus  8.0% per annum for  Portions  accruing
interest  at an  Adjusted  LIBO Rate and (ii) the Prime Rate plus 6.0% per annum
for Portions  accruing  interest at the Prime Rate. Upon prior written notice of
at least 30 calendar days from Administrative Agent to Borrowers, Administrative
Agent may change  the date  during a month on which  such  payments  are due and
payable.

                  b. Payment of Deferred  Interest.  The Deferred Interest shall
be due and  payable  to  Administrative  Agent  in full in one  lump sum (at the
election of the Lenders  entitled  thereto)  upon the  occurrence  of any of the
following events:  (a) the Term Loan Maturity Date, or (b) the date that all the
Obligations hereunder are paid in full and the Loan Documents are terminated, or
(c)  the  occurrence  of  any  Event  of  Default.  Upon  any  such  occurrence,
Administrative  Agent,  on behalf of Lenders  entitled  thereto,  either (i) may
accept actual payment of such Deferred  Interest  (which  acceptance  will occur
only upon  acknowledgment by Administrative  Agent that such payment received is
accepted as payment of the Deferred  Interest),  or (ii) may retain the right to
exercise  under the Option (and  thereby  retain the right to obtain  either the
Warrants or the Deferred  Interest)  under the terms set forth in the Option and
Warrant Agreement (the "Warrant Agreement"). Notwithstanding the foregoing, upon
the payment in full of the Obligations hereunder and the termination of the Loan
Documents,  an election must be made by Lenders  entitled  thereto either (y) to
receive  payment of the  Deferred  Interest  or (z) to  exercise  the Option and
obtain the  Warrants.  If such Lenders have  exercised  the Option in accordance
with the terms of the Warrant Agreement, then such Lenders shall not be entitled
to receive payment of such accrued Deferred Interest but may (at their election)
treat such accrued Deferred  Interest as the exercise price paid for the Warrant
Shares if and when such Warrants are exercised.

                  1.1.6.2. Intentionally Blank.

                  1.1.6.3. Intentionally Blank.

                  1.1.6.4.  Payments at Maturity.  The outstanding  indebtedness
under the Term Loan Facility (including all principal,  interest, fees, expenses
and  indemnities)  is due and payable in its entirety on the Term Loan  Maturity
Date.



                                      -5-
<PAGE>

                  1.1.6.5. Prepayments.

                           a.  Voluntary  Prepayments.  At any time,  upon prior
written notice to  Administrative  Agent of at least five (5) Business Days, the
outstanding  principal  balance  under the Term Loan  Facility may be prepaid in
whole or in part without premium or penalty,  except as provided in Section 1.5.
Any voluntary partial  prepayment must be in an amount of not less than $100,000
or in multiples of $100,000 in excess thereof.

                           b. Mandatory Prepayments -- Excessive Balance. If the
outstanding  indebtedness  under the Term Loan  Facility at any time exceeds the
Available Credit Portion as determined in accordance with Section 1.3, then such
excess  amount  outstanding  must be  re-paid  to  Administrative  Agent  in its
entirety  immediately  upon the earlier of (1)  awareness  by  Borrowers  of the
advance or incurrence thereof or (2) demand by Administrative  Agent for payment
thereof.

                           c.  Mandatory  Prepayments  -- Equity  Issuances  and
Asset Sales. If any Borrower issues any equity securities (other than (a) equity
securities to another  Borrower and (b) equity  securities  in  connection  with
employee  stock  option  or  incentive  compensation  plans  that are  issued in
accordance with Section 5.13) or if Borrowers collectively sell, lease, license,
transfer or  otherwise  dispose of any assets  (other than (i) capital  stock of
SIRCO that is owned by any Borrower as of the Closing Date or (ii)  inventory or
other assets  either sold in the ordinary  course of business  with the proceeds
thereof  promptly  reinvested in similar assets at similar  locations or sold to
another Borrower)  exceeding an aggregate fair market value of $50,000 in any 12
consecutive  calendar months,  then a prepayment must be immediately made on the
outstanding  indebtedness under the Term Loan Facility,  unless Required Lenders
otherwise  consent.  The  amount of any such  mandatory  prepayment  will be the
higher of the cash  proceeds or the cash  equivalent of the fair market value of
any such equity issuance or asset dispositions net of (1) reasonable commissions
and expenses  actually paid to unrelated  third parties in connection  with such
transactions and (2) taxes actually due as a direct result of such  transactions
(as such  taxes  are  estimated  and  certified  to  Administrative  Agent by an
acceptable  certified public accountant or Borrowers' chief financial  officer).
Notwithstanding the foregoing, Access One may issue additional equity securities
totaling in the  aggregate  after the  Closing  Date up to 10% of its issued and
outstanding equity securities as of the date hereof without being subject to the
prepayment requirements under this Section 1.1.6.5.c,  provided that such equity
securities  are  otherwise  issued in  accordance  with the  provisions  of this
Agreement (including Section 5.13).

                           d. In General.  Any  prepayments  under the Term Loan
Facility  must  include  all  accrued  but unpaid  interest  under the Term Loan
Facility allocable to the amount prepaid through the date of such prepayment.

                  1.1.6.6.  Availability  for  Reborrowing.   Principal  amounts
repaid or prepaid under the Term Loan  Facility  prior to the Term Loan Maturity
Date  will not be  available  for  reborrowing  hereunder.  Notwithstanding  the
foregoing,  if at any time (a) Borrowers are required to make a prepayment under
Section 1.1.6.5.b because of a decrease in Qualifying  Collections and (b) after
the date of such  prepayment,  the Available  Credit  Portion (as  determined in
accordance  with  a  new  borrowing  base  certificate)  exceeds  the  principal
indebtedness  outstanding  under the Term  Loan  Facility,  then such  principal
amounts  will be  available  for  reborrowing  hereunder  prior to the Term Loan
Maturity Date.



                                      -6-
<PAGE>

         1.2. Intentionally Blank.

         1.3. Determination of Commitment Amounts.

                  1.3.1.  Initial  Commitment;  Commitment  Increases.  Upon the
execution of this Agreement and  satisfaction  of the  conditions  precedent set
forth in Section 2.1, the Term Loan  Commitment  established  hereunder  will be
$7.5 million  ("Term Loan  Commitment").  Notwithstanding  the  foregoing,  upon
Borrowers'  request and  satisfaction  of the conditions  precedent set forth in
Section 2.2 and Section 2.3, Lenders (in their sole and absolute discretion) may
establish one or more additional  Facilities (which will become part of the Term
Loan Facility)  pursuant to which the Term Loan Commitment may be increased from
time to time by up to $7.5  million  for a total Term Loan  Commitment  of up to
$15.0 million.

                  1.3.2.  Determination of Borrowing Base. The maximum amount of
credit available at any time under the Term Loan Facility (which amount shall be
referred to as the "Available  Credit  Portion")  shall not exceed the lesser of
"a" or "b" below:

                           a.   Adjusted Qualifying Collections shall be the
                                lesser of

                                1.   Qualifying   Collections  (as  more
                                     fully  defined in Article 9 hereof)
                                     multiplied by 4 or

                                2.   Qualifying Collections

                                     i.  Multiplied by the sum of the following:

                                         a) 3.25;

                                         b) Plus 0.25 if the average
                                            Attrition Rate for the
                                            immediately preceding three (3)
                                            calendar months is less than 4.0%;

                                         c) Plus 0.25 if the average Attrition
                                            Rate for the immediately preceding
                                            three (3) calendar months is less
                                            than 2.75%;

                                         d) Plus 0.25 if the average Bad Debt
                                            Rate for the immediately preceding
                                            three (3) calendar months is less
                                            than 2.75%;

                                         e) Plus 0.25 if the average Bad Debt
                                            Rate for the immediately preceding
                                            three (3) calendar months is less
                                            than 2.25%.

                                    ii. Plus the following amount:  (a) $500,000
                                    from the Closing Date through  September 30,
                                    1999,  and (b) $350,000 from October 1, 1999
                                    through  March  31,  2000,  and (c) $0 after
                                    March 31, 2000.



                                      -7-
<PAGE>

                           b. The Term Loan Commitment,

                              1.    Minus  the  then-aggregate   amount  of  all
                                    prepayments relating to equity issuances and
                                    asset sales required to have been paid since
                                    the Closing  Date under  Section  1.1.6.5.c,
                                    and

                              2.    Minus the aggregate  amount of all voluntary
                                    commitment    reductions   requested   under
                                    Section 1.3.3.

On the  effective  date of any  reduction in the  Available  Credit  Portion,  a
prepayment must be made to the extent required under Section 1.1.6.5.b.

         1.3.3.  Voluntary Reduction of Commitment.  Upon giving  Administrative
Agent prior written notice of at least five (5) Business Days,  Borrowers at any
time and from time to time may reduce the Term Loan  Commitment  in multiples of
$100,000. On the effective date of any such reduction, a prepayment must be made
to the extent required under Section  1.1.6.5.b.  Any such reduction in the Term
Loan Commitment  will be permanent,  and such  Commitment  cannot  thereafter be
increased without the written consent of Lenders.

         1.4. Advances.

                  1.4.1.  Requesting Advances. To request an Advance (other than
the  initial  Advances  on the  Closing  Date)  under  the Term  Loan  Facility,
Borrowers  must give  Administrative  Agent written  notice (or verbal notice by
telephone  with  immediate  written  confirmation  to follow) at least three (3)
Business Days (but not more than ten (10) Business  Days) prior to the requested
Settlement  Date for such Advance  (such  notice,  an "Advance  Request").  Such
Advance Request, together with certain certifications,  must be substantially in
the form of  Exhibit  1.4.1  or such  other  form as  Administrative  Agent  may
reasonably  request.  Each Advance under the Term Loan  Facility  pursuant to an
Advance Request (unless  Administrative  Agent otherwise consents) must be in an
amount of at least $200,000 and may not be greater than the un-borrowed  balance
of the Available Credit Portion. Unless Administrative Agent otherwise consents,
Borrowers may only request up to 2 Advances per calendar month after the Closing
Date.

                  1.4.2.  Funding  Advances.  Subject to the satisfaction of and
compliance with the terms and conditions hereof (including,  as applicable,  the
conditions  precedent  specified in Article 2),  Administrative  Agent will make
each  Lender's  Pro Rata portion of each  requested  Advance (to the extent such
funds are received by  Administrative  Agent) available by crediting such amount
to  the  Account  with   Administrative   Agent  (or  by  such  other  means  as
Administrative  Agent may  consider  reasonable).  At the  written  request  and
expense of Borrowers, Administrative Agent will wire transfer all or any portion
of an  Advance  in  accordance  with  such  written  instructions  therefor.  By
executing this Agreement,  each Borrower (jointly and severally) hereby requests
Administrative  Agent and each Lender to make and fund the initial  Advances (to
the extent that Administrative  Agent receives each Lender's Pro Rata portion of
the initial  Advances) in accordance with the funding  instructions  attached as
Schedule 1.4.2.

                  1.4.3.  Indemnification  for  Revocation or Failure to Satisfy
Conditions. Each Borrower (jointly and severally) will indemnify each Lender and
Administrative  Agent  against all losses and costs  incurred by such Lender and
Administrative  Agent as a result of any revocation of


                                      -8-
<PAGE>

any  requested  Advance  or any  failure to fulfill  the  applicable  conditions
precedent to such Advance on or before the requested  Settlement  Date specified
in an Advance Request.  Such  indemnification  will include (among other things)
all losses and costs incurred by reason of the  liquidation or  reemployment  of
funds required by such Lender or  Administrative  Agent to fund the Advance when
such  Advance,  as a  result  of such  failure,  is not  made  on the  requested
Settlement  Date.  Such  Lender's  or  Administrative  Agent's  (as  applicable)
calculation of such losses and costs will be conclusive absent manifest error.

                  1.4.4.  Obligation to Advance.  No Lender will be obligated to
make any Advance under the following circumstances:  (a) if the principal amount
of such  Advance  plus the  aggregate  amount  outstanding  under  the Term Loan
Facility would exceed the Available Credit Portion,  or (b) during the existence
of a Default  or an Event of Default  hereunder,  or (c) if such  Advance  would
cause a Default or Event of Default hereunder,  or (d) after the Final Term Draw
Date (unless otherwise provided in Section 1.1.6.6).

         1.5. Payments in General.

                  1.5.1.   Manner  and  Place  of  Payments.   All  payments  of
principal, interest, fees, expenses, indemnities and other amounts due under the
Loan Documents must be received by Administrative Agent by wire transfer (unless
Administrative Agent otherwise consents) in immediately  available funds in U.S.
dollars (and without any deduction,  offset,  netting,  reservation of rights or
counterclaim)  on or before Two O'clock  (2:00) p.m.  Eastern Time ("ET") on the
due date therefor at the principal office of  Administrative  Agent set forth in
Notice  Section  hereof  or at such  other  place as  Administrative  Agent  may
designate from time to time.

                  1.5.2. Special Payment Timing Issues.  Whenever any payment to
be made under any Loan Document is due on a day that is not a Business Day, then
such payment may be made on the next succeeding Business Day, and such extension
of time  will be  included  in the  computation  of  interest  under  such  Loan
Document.  Any funds received by Administrative  Agent after 2:00 p.m. ET on any
day will be deemed to be received on the next succeeding Business Day.

                  1.5.3.  Application of Payments.  All payments and other funds
received by Administrative Agent under the Loan Documents will be applied in the
following  order: (a) first to the payment of any fees and charges due under the
Loan  Documents,  and (b) then to any  obligations  for the payment of expenses,
costs and indemnities due under the Loan Documents,  and (c) then to the payment
of  interest  due and  owing  under  the  Loan  Documents,  and (d)  then to the
principal  indebtedness  due  under  the  Term  Loan  Facility,  and (e) then to
principal  outstanding  under the Term Loan Facility,  and (f) then to any other
interest  accrued  under  the  Loan  Documents,   and  (g)  then  to  any  other
indebtedness of any Borrower or other Obligor to any Lender.

                  1.5.4. LIBO Rate Payments Not at End of Interest Period.  Upon
payment of any amount accruing  interest based upon an Adjusted LIBO Rate on any
day other than the last day of the  corresponding  Interest Period (whether such
payment is voluntary,  mandatory,  by demand,  acceleration or otherwise),  then
Borrowers must pay Administrative  Agent all costs and losses (including funding
costs and any losses  associated  with the  re-deployment  of such funds for the
balance of such Interest Period) that may arise or be incurred as a result of or
in  connection  with such payment (as such costs and losses may be calculated by
Lenders).  Upon written  request,  Lenders


                                      -9-
<PAGE>

(through  Administrative Agent) will furnish a statement setting forth the basis
for such  calculation.  A determination  or calculation by any Lender  hereunder
will be conclusive absent manifest error.

                  1.5.5. Capital Adequacy,  Taxes and Other Adjustments.  If any
Lender determines that (a) the adoption,  implementation or interpretation after
the Closing Date of any law, treaty,  governmental (or quasi-governmental) rule,
regulation,  guideline,  directive,  policy or order regarding capital adequacy,
reserve requirements,  taxes or similar requirements,  or (b) compliance by such
Lender or any entity  controlling  or funding the operations of such Lender with
any request or directive regarding capital adequacy, reserve requirements, taxes
or similar  requirements  (whether or not having the force of law and whether or
not  failure to comply  therewith  would be  unlawful)  from any  central  bank,
governmental  agency,   controlling  entity,   funding  source  or  body  having
jurisdiction would, in either instance, have the effect of increasing the amount
of capital,  reserves, taxes (other than income taxes of Administrative Agent or
any Lender),  funding costs or other funds  required to be maintained or paid by
such Lender and thereby  reducing the rate of return on such Lender's capital as
a consequence of its obligations  under the Loan Documents,  then Borrowers must
pay to such Lender additional  amounts  sufficient to compensate such Lender for
such reduction.  Such Lender will give  Administrative  Agent notice of any such
determination  and payment amount within a reasonable period of time thereafter.
Upon receipt of such notice, Administrative Agent will provide a copy thereof to
Borrowers,  and (upon  written  request) such Lender will furnish a statement to
Administrative  Agent and  Borrowers  setting forth the basis and the method for
determining the amount of such payment.  A determination by any Lender hereunder
will be conclusive absent manifest error.  Notwithstanding the foregoing,  other
than with respect to taxes,  this Section 1.5.5 shall not be applicable  until a
portion of the Loan,  the  Commitment or the Facility  established  hereunder is
sold, participated,  assigned or otherwise transferred by MCG to another Lender.
Lender will  provide  Borrower  with notice of the  assessment  of any such cost
within ninety (90) calendar days of the imposition thereof.

                  1.5.6.   Payment  of  Expenses,   Indemnities  and  Protective
Advances.  If any funds are  advanced or costs are  incurred  by  Administrative
Agent or any Lender to or on behalf of Borrowers or otherwise as permitted under
the Loan  Documents  (including  as  protective  advances),  other than Advances
pursuant  to  Section  1.4,  then such  advances  or costs  must be  re-paid  to
Administrative  Agent in their  entirety  immediately  upon the  earlier  of (a)
awareness  by Borrowers  of the advance or  incurrence  thereof or (b) demand by
Administrative Agent for payment thereof.

                  1.5.7.  Payments upon Termination.  Notwithstanding  any other
provision  hereof,  the entire  outstanding  indebtedness  under  each  Facility
(including all principal,  interest,  fees, expenses and indemnities) is due and
payable in its entirety upon any termination of such Facility, the corresponding
Commitment therefor, or this Agreement.

                  1.5.8. Late Payments. If any payment (of principal,  interest,
fees, expenses, indemnities or other amounts) due under any Loan Document is not
received by Administrative Agent in immediately available funds on or before the
5th Business Day after the due date  therefor,  then each Borrower  (jointly and
severally)  hereby  agrees (to the maximum  extent not  prohibited by applicable
law) to pay to Lenders  (through  Administrative  Agent and upon  Administrative
Agent'  request) a late  payment  charge  equal to 5% of the amount of such late
payment. Additional and separate late payment charges (to the maximum extent not
prohibited  by  applicable  law)  may  be  subsequently   imposed  hereunder  by
Administrative  Agent from time to time (a) if any late  payment or late payment


                                      -10-
<PAGE>

charge is not received by Administrative Agent in immediately available funds on
or before the 30th Business Day after any demand therefor,  and (b) if any other
payment due under any Loan Document is not received by  Administrative  Agent in
immediately available funds on or before the 5th Business Day after the due date
therefor. The late payment charges due under this Section are in addition to any
other  interest,  fees,  charges,  expenses  or  indemnities  due under the Loan
Documents.

                  1.5.9. Default Interest.  During the existence of a Default or
an Event of Default  hereunder,  each Borrower  (jointly and  severally)  hereby
agrees  (to the  maximum  extent not  prohibited  by  applicable  law) to pay to
Lenders (through  Administrative  Agent and upon Administrative  Agent's request
but  commencing  on the date of  occurrence of such Default or Event of Default)
interest on any indebtedness  outstanding hereunder at the rate of THREE PERCENT
(3%)  per  annum  in  excess  of the  rate  then  otherwise  applicable  to such
indebtedness.  Notwithstanding  the foregoing,  if the relevant Default is under
Section 7.1.10, then such rate increase (to the maximum extent not prohibited by
applicable law) will occur  automatically  without any request by Administrative
Agent.

                  1.5.10. Usury Savings Provision. Notwithstanding any provision
of any Loan Document, Borrowers (individually and collectively) are not and will
not be  required  to pay  interest  at a rate or any fee or  charge in an amount
prohibited  by applicable  law. If interest or any fee or charge  payable on any
date would be in a prohibited amount, then such interest,  fee or charge will be
automatically  reduced to the  maximum  amount that is not  prohibited,  and any
interest,  fee or charge for subsequent periods (to the extent not prohibited by
applicable law) will be increased  accordingly  until  Administrative  Agent and
each Lender receives  payment of the full amount of each such reduction.  To the
extent that any prohibited amount is actually  received by Administrative  Agent
or any Lender,  then such amount will be  automatically  deemed to  constitute a
repayment of principal indebtedness hereunder.

         1.6.  Release of Security.  Upon  termination  of the Loan Documents in
accordance with Section 10.10, then Administrative Agent (at the written request
and expense of Borrowers) (i) will release the Obligors and the property serving
as  Collateral  under  the Loan  Documents  (without  representation,  warranty,
recourse, liability or indemnification of any kind by or to Administrative Agent
or any  Lender),  and  (ii)  will  execute  and  deliver  such  UCC  termination
statements,  mortgage releases,  deed of trust releases, and other documentation
and   instruments   (all  in  form  and  substance   reasonably   acceptable  to
Administrative   Agent)  as  may  be   reasonably   requested  and  provided  to
Administrative  Agent to effect such releases and  terminations,  and (iii) will
terminate  and  cancel  all  Commitments  and  all  Facilities  under  the  Loan
Documents.

         1.7. Fees and Other Compensation.

                  1.7.1.  Origination Fee. On June 30, 2000,  Borrowers will pay
Administrative Agent an Origination Fee in the amount of $125,000,  which amount
is treated as prepaid non-refundable  interest. On June 30, 2001, Borrowers will
pay  Administrative  Agent a second  Origination  Fee in the amount of $125,000,
which amount is prepaid non-refundable interest.  Notwithstanding the foregoing,
each such  Origination  Fee will become  immediately  due and  payable  upon the
earliest to occur of: (1) the payment or prepayment of all or substantially  all
of the indebtedness outstanding under the Loan Documents, or (2) the termination
of the Term Loan  Facility,  or (3) the  occurrence  of any  Default or Event of
Default.



                                      -11-
<PAGE>

                  1.7.2.  Increased Term Loan Facility  Origination  Fee. On the
date  of  any  increase  in  the  Term  Loan  Commitment,   Borrowers  will  pay
Administrative  Agent an additional  Origination Fee in an amount equal to 3% of
the  increased  Term  Loan   Commitment,   which   Origination  Fee  is  prepaid
non-refundable interest.

                  1.7.3.  Periodic Unused Fee. Borrowers will pay Administrative
Agent a Periodic  Unused Fee at the rate of ONE-HALF OF ONE PERCENT  (0.50%) per
annum on the average daily un-borrowed  portion of the Available Credit Portion.
Such fee will be calculated by Administrative  Agent and will be due and payable
quarterly in arrears on the last calendar day of each March, June, September and
December.

                  1.7.4.   Issuance  of  Option  and  Warrants.   As  additional
compensation  for the cost and risk incurred  associated with  underwriting  and
establishing  the Facilities  (but in no way affecting or relieving any Borrower
of any of its  obligations  to fully and timely  perform and to repay the entire
indebtedness due under the Loan  Documents),  Access One will issue and grant to
Lenders entitled thereto (or their designated  Affiliates) an option  ("Option")
to  acquire  warrants  exercisable  into  shares of common  stock of Access  One
sufficient  to represent  10.0% of its issued and  outstanding  shares of common
stock, on a fully diluted basis ("Warrants"). The Option will be fully earned by
such Lenders (or their Affiliates) as of the Closing Date. The Warrants (and all
of  Lenders'  rights  in  connection   therewith)  are  freely   assignable  and
transferable  at any time and from time to time by any Lender  entitled  thereto
(or any of its Affiliates or assignees) to any other Person,  provided that such
Lender  complies  with any  applicable  restrictions  thereon  (and  obtains any
necessary  approvals in connection  therewith)  required by any applicable State
PUC  (but  only to the  extent  non-compliance  therewith  could  reasonably  be
expected to have or cause a Material  Adverse  Effect),  the FCC, the SEC or the
Warrant Agreement itself.

                  1.7.5.  Other  Fees.  Other fees and charges may be imposed by
Administrative Agent or any Lender for services rendered under and in accordance
with other agreements with Administrative Agent or such Lender.

                        ARTICLE 2: CONDITIONS PRECEDENT

         2.1. Closing Conditions.  The obligation of Administrative Agent or any
Lender to execute and perform the Loan Documents, and to establish the Term Loan
Facility,  and to fund the Advances  listed on Schedule 1.4.2 are subject to the
following conditions precedent (unless and except to the extent expressly waived
by Administrative Agent and each Lender in their sole and absolute discretion):

                  2.1.1. Compliance.

                           2.1.1.1. Fees and Expenses.  Borrowers must have paid
(or made acceptable  arrangements with Administrative Agent to pay) all fees and
expenses due and payable  hereunder,  including  all fees due and payable  under
Section 1.7 and the reasonable fees and expenses of  Administrative  Agent's and
each Lender's attorneys and in-house documentation personnel with respect to the
preparation, negotiation and execution of the Loan Documents.


                                      -12-
<PAGE>

                           2.1.1.2.    Representations.     Each,    and    all,
representations and warranties  contained in this Agreement  (including those in
Article  3) and in each  other  Loan  Document,  certificate  or  other  writing
delivered to Administrative Agent or any Lender pursuant hereto or thereto on or
prior to the Closing  Date must be true,  correct and  complete in all  material
respects on and as of the Closing Date, except for such deviations  disclosed in
writing and acceptable to Administrative Agent and each Lender.

                           2.1.1.3. No Default. There must not be any Default or
Event of Default  hereunder or any default  under any other Loan Document on the
Closing  Date,  and  there  must not be any  such  Default  or Event of  Default
occurring as a result of executing or advancing  funds under the Loan Documents,
except for such defaults  disclosed in writing and acceptable to  Administrative
Agent and each Lender.

                           2.1.1.4. No Material Change. There must not have been
(in Administrative  Agent's or Lenders' reasonable opinion) any Material Adverse
Change between the date for the most recent  financial  statements  delivered to
Administrative Agent and the Closing Date.

                  2.1.2. Documents.  Administrative Agent must have received the
following documents, agreements and certificates (together with all exhibits and
schedules  thereto),   each  duly  executed,   in  form,  substance  and  amount
satisfactory to Administrative Agent and, when applicable,  recorded or filed in
the appropriate public office:

                           2.1.2.1. Credit Agreement. This Agreement.

                           2.1.2.2.  Promissory  Notes.  The Term Loan  Notes as
described in Section 1.1.4.

                           2.1.2.3.  Security Agreement,  Collateral  Assignment
and Pledge.  A master security  agreement,  collateral  assignment and pledge by
EACH BORROWER in favor of Administrative  Agent granting  Administrative Agent a
security interest in and collaterally  assigning to Administrative  Agent all of
such  grantor's  tangible and intangible  personal  property  assets  (including
fixtures),  whether  now  owned or  hereafter  acquired,  and the  proceeds  and
products  thereof,  as collateral  security for the indebtedness and obligations
hereunder,  together with all necessary  financing  statements  and  termination
statements  (each as filed),  stock  certificates  and powers executed in blank,
waivers  and  consents,  and  evidence  of any other  recordations  required  by
applicable law or by Administrative  Agent to perfect such security interests in
a manner that will be subject only to Permitted Liens.

                           2.1.2.4. Owners' Pledge and Security Agreements.  One
or more  equity  pledge and  security  agreements  executed  by each  officer or
director of Access One who holds an equity interest in Access One (to the extent
requested  by Lender) in favor of  Administrative  Agent  pledging  (among other
things)  all of such  pledgor's  outstanding  equity  interests  and rights with
respect to Access One  (including any warrants,  options or  convertible  rights
therefor) as collateral security for the indebtedness and obligations hereunder,
together with the certificates  therefor (if any), powers executed in blank, and
all necessary financing statements, evidence of registration and other documents
required by applicable law or by Administrative Agent to perfect such liens in a
manner that will be subject only to Permitted Liens.



                                      -13-
<PAGE>

                           2.1.2.5.  Warrants.  One or more separate  option and
warrant  agreements  by Access One issuing and granting to each Lender  entitled
thereto  (or its  designated  Affiliate)  the Option to purchase  the  Warrants,
together  with all  underlying  warrant  certificates  and evidence of necessary
actions by Access One to authorize and issue such  warrants and related  warrant
shares.

                           2.1.2.6.  Insurance.  Current proof of insurance with
an  indication of loss payee and  additional  insured  endorsements  in favor of
Administrative Agent with respect to all of the coverages required under Section
4.8.  Such  proof  of  insurance  must  be  indicated  pursuant  to one or  more
certificates  on (a) an  ACORD 27 form  (3/93)  for  property-related  insurance
coverages  and (b) a  modified  version of an ACORD  25-S form  (3/93),  in each
instance permitting reliance by Administrative Agent and requiring  cancellation
notification.

                           2.1.2.7. Compliance Certificates.  A certificate from
an  Authorized  Officer of each  Borrower  dated as of the Closing  Date and (i)
certifying as to compliance  with the matters  described under Section 2.1.1 and
(ii) providing a calculation  of the borrowing  base (with  specific  reconciled
calculations demonstrating compliance with the financial covenants under Section
4.1 as of the Closing Date).

                           2.1.2.8.  Opinions  of Counsel.  One or more  written
opinions from legal counsel to Borrowers  addressed to Administrative  Agent and
each Lender and Administrative  Agent's counsel and dated as of the Closing Date
opining as to such matters as Administrative Agent may request.

                           2.1.2.9.  Payoff Instructions for Prior Indebtedness.
A  letter  from  Borrowers  to   Administrative   Agent,   consistent  with  the
requirements  of Section  1.1.3,  Section  1.4 and  Section  2.1.1,  instructing
Administrative  Agent how to  disburse  the  proceeds  of the  initial  Advance,
together  with payoff and release  letters from each Person  receiving  any such
proceeds.

                           2.1.2.10.  Authorization  Documents. A certificate of
an  Authorized  Officer  of each  Borrower  and each  other  non-natural  person
executing any Loan Document  delivering true,  accurate and complete versions of
(a) its Articles of  Incorporation,  Articles of  Organization or Certificate of
Partnership  (as  applicable)  and all amendments  thereto,  and (b) its Bylaws,
Operating   Agreements  or  Partnership   Agreements  (as  applicable)  and  all
amendments thereto, and (c) the resolutions authorizing its execution,  delivery
and full performance of the Loan Documents and all other documents, certificates
and actions required hereunder or in connection herewith,  and (d) an incumbency
certificate   setting  forth  its  officers  (together  with  the  corresponding
signatures),  and (e) a long-form  good standing and  qualification  certificate
(issued  within 15 calendar  days before the Closing  Date) with respect to each
jurisdiction  listed on Schedule 3.1, and (f) a copy of each License (or renewal
thereof) issued to it by the FCC (and/or, if applicable, any State PUC).

                           2.1.2.11.   Officer's   Certificates.   One  or  more
certificates of an Authorized Officer of each Borrower delivering true, accurate
and complete  copies of the following  documents  (together with all amendments,
exhibits and schedules thereto):

                               a.   Lien Searches -- Searches  (conducted within
                                    15 calendar  days  before the Closing  Date)
                                    satisfactory  to  Administrative  Agent with
                                    respect  to  consensual  liens,  tax  liens,
                                    judgments


                                      -14-
<PAGE>

                                    and bankruptcy, listing respectively (1) all
                                    effective UCC financing statements that name
                                    any  Borrower   (including  any  predecessor
                                    thereto  and  any  operating  or  tradenames
                                    thereof) as  "debtor"  that are filed in the
                                    State  of   Florida   or  any   other   U.S.
                                    jurisdiction in which such debtor  currently
                                    operates  or has  had  assets  at  any  time
                                    within the immediately preceding 12 calendar
                                    months   (together   with   copies  of  such
                                    financing statements), and (2) all tax liens
                                    against any Obligor (or the assets thereof),
                                    and (3) all  outstanding  judgments  against
                                    any Obligor (or the assets thereof), and (4)
                                    whether  any  Obligor  has filed  bankruptcy
                                    within the preceding 5 years.

                               b.   Financial  Statements -- A set of the annual
                                    financial  statements  of each  Borrower (i)
                                    for fiscal year ending  October 31, 1998 (as
                                    otherwise  consistent with the  requirements
                                    of  Section  4.2)  and  (ii)  the  quarterly
                                    financial   statements  for  fiscal  quarter
                                    ending   April   30,   1999  (as   otherwise
                                    consistent with the  requirements of Section
                                    4.2).

                               c.   Equityholder  Agreements -- Each shareholder
                                    agreement,    member   agreement,    partner
                                    agreement,   voting   agreement,    buy-sell
                                    agreement, option, warrant, put, call, right
                                    of first refusal, and any other agreement or
                                    instrument  with   conversion   rights  into
                                    equity of any  Borrower  either (1)  between
                                    any Borrower  and any holder or  prospective
                                    holder  of  any  equity   interest   of  any
                                    Borrower  (including  interests  convertible
                                    into such equity) or (2)  otherwise  between
                                    any  two or  more  such  holders  of  equity
                                    interests.

                               d.   Employment  and  Non-Compete  Agreements  --
                                    Each   employment   agreement,    consulting
                                    agreement and non-compete  agreement between
                                    any  Borrower  and  any  director,  officer,
                                    employee or former owner of any Borrower.

                               e.   Inter-Affiliate  Agreements  -- Each written
                                    agreement   between  any  Borrower  and  any
                                    Affiliate of any Borrower.

                                f.  Disaster Recovery and Contingency Program --
                                    A  description  of the  currently  effective
                                    disaster recovery and contingency program of
                                    each  Borrower,  as required to be delivered
                                    under Section 4.8.

                               g.   Leases as Lessee -- Each lease  between  any
                                    Borrower  and any owner or  landlord of real
                                    or personal property used in connection with
                                    such  Borrower's  business  either  (1)  for
                                    which it has an annual  rent  obligation  in
                                    excess of $36,000 or (2) for a switch site.



                                      -15-
<PAGE>

                               h.   Leases as Lessor -- Each lease  between  any
                                    Borrower  and any lessee of real or personal
                                    property  owned or leased  by any  Borrower,
                                    but only to the extent the lessee thereunder
                                    has an annual rent  obligation  in excess of
                                    $12,000.

                           2.1.2.12. Other Documents.  Administrative Agent must
have  received  any  additional   agreements,   documents  and  certificates  as
Administrative Agent or its counsel may reasonably request.

         2.2. Future Term Loan Advances.  The obligation of Administrative Agent
and each Lender to fund any request for an Advance  under the Term Loan Facility
is subject  to the  following  conditions  precedent  (unless  and except to the
extent  expressly  waived  by  Administrative  Agent in its  sole  and  absolute
discretion, but with the concurrence of the Required Lenders):

                  2.2.1.   Advance  Request.   Administrative  Agent  must  have
received an Advance Request under and in accordance with Section 1.4.1.

                  2.2.2.  Other  Documents.   Administrative   Agent  must  have
received any additional  documents,  certificates and opinions as Administrative
Agent  or  its  counsel  may  reasonably  request,   including  UCC-1  financing
statements,  fixture filings and leasehold mortgages regarding new locations for
other assets of any Borrower.

                  2.2.3. Compliance.

                           2.2.3.1. Fees and Expenses.  Borrowers must have paid
(or made acceptable  arrangements with Administrative Agent to pay) all fees and
expenses due and payable hereunder,  including all reasonable  expenses incurred
in connection with or as a result of reviewing and funding such Advance Request.

                           2.2.3.2.    Representations.     Each,    and    all,
representations and warranties  contained in the Loan Documents (including those
in  Article 3) and in each  other  certificate  or other  writing  delivered  to
Administrative  Agent  pursuant  hereto or thereto on or prior to the Settlement
Date must be true,  correct and complete in all  material  respects on and as of
the  Settlement  Date,  except for such  deviations  disclosed  in  writing  and
acceptable to  Administrative  Agent and each Lender (which  disclosure will not
constitute Lenders' waiver or acceptance thereof).

                           2.2.3.3. No Default. There must not be any Default or
Event of Default  hereunder or any default  under any other Loan Document on the
Settlement  Date,  and there  must not be any such  Default  or Event of Default
occurring  as a result  of  funding  such  Advance,  except  for  such  defaults
disclosed  in writing and  acceptable  to  Administrative  Agent and each Lender
(which disclosure will not constitute Lenders' waiver or acceptance thereof).

                           2.2.3.4. No Material Change. There must not have been
(in Administrative  Agent's or Lenders' reasonable opinion) any Material Adverse
Change between the Closing Date and the Settlement Date.

         2.3. Additional  Conditions Precedent in Connection with Increased Term
Loan Commitment. The obligation of Lenders to fund any request for an Advance in
connection  with an


                                      -16-
<PAGE>

increase in the Term Loan Commitment is subject to the conditions  precedent set
forth in Section 2.2 as well as the following  conditions  precedent (unless and
except to the extent  expressly waived by  Administrative  Agent in its sole and
absolute discretion but with the concurrence of Required Lenders):

                  2.3.1.  Commitment to Lend.  Borrowers must have received from
Lenders  a written  commitment  to  advance  funds (to be issued at the sole and
absolute discretion of Lenders).

                  2.3.2. Lien Searches.  Administrative Agent must have received
satisfactory  lien  searches  (dated no more than 15  calendar  days  before the
Settlement  Date for the first  Advance in  connection  with any increase in the
Term Loan Commitment) in all jurisdictions in which any Borrower is operating or
has business  operations as of the  Settlement  Date that identify no liens that
are  not  acceptable  to   Administrative   Agent  (in  its  sole  and  absolute
discretion).

                  2.3.3.  Amended  Documents.  Administrative  Agent  must  have
received such amended  and/or amended and restated Loan Documents from Borrowers
as  Administrative  Agent  has  determined  (in  its  reasonable  judgment)  are
necessary  or  appropriate  to  reflect  the  increased  amount of the Term Loan
Commitment.

                   ARTICLE 3: REPRESENTATIONS AND WARRANTIES

         Each Borrower,  as of the Closing Date and the Settlement Date for each
Advance  hereunder,  hereby  (jointly and severally)  represents and warrants as
follows:

         3.1.  Organization  and  Good  Standing.  Each  Borrower  (a)  is  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction  of  organization,  and (b) has all  requisite  power and authority
(corporate, partnership, LLC and otherwise) to own its properties and to conduct
its business as now conducted and as currently proposed to be conducted, and (c)
is duly qualified to conduct business as a foreign organization and is currently
in good standing in each state and  jurisdiction in which it conducts  business,
except where failure to be duly  qualified and in good standing could not have a
Material  Adverse Effect.  Each state and  jurisdiction in which any Borrower is
organized or is (or should be) qualified to conduct  business  under  applicable
law is listed on Schedule 3.1.

         3.2.  Power and  Authority.  Each Borrower has all requisite  power and
authority under applicable law and under its Organic  Documents,  Authorizations
and  Licenses to execute,  deliver  and perform the  obligations  under the Loan
Documents  to which it is a party.  Except as  disclosed  on Schedule  3.2,  all
actions, waivers and consents (corporate, regulatory and otherwise) necessary or
appropriate for any Borrower to execute,  deliver and perform the Loan Documents
to which it is a party have been taken and/or received.

         3.3.  Validity and Legal Effect.  This Agreement  constitutes,  and the
other  Loan  Documents  to which any  Borrower  is a party  constitute  (or will
constitute  when  executed  and  delivered),   the  legal,   valid  and  binding
obligations of each Borrower (jointly and severally)  enforceable  against it in
accordance with the terms thereof.



                                      -17-
<PAGE>

         3.4. No Violation of Laws or Agreements.  The  execution,  delivery and
performance  of the Loan  Documents  (a)  will not  violate  or  contravene  any
material provision of any material law, rule,  regulation,  administrative order
or  judicial  decree  (federal,  state or  local),  and (b) will not  violate or
contravene any provision of the Organic Documents of any Borrower,  and (c) will
not result in any  material  breach or  violation  of (or  constitute a material
default under) any material agreement or instrument by which any Borrower or any
of its property may be bound, and (d) will not result in or require the creation
of any Lien (other than pursuant to the Loan  Documents) upon or with respect to
any  properties  of any  Borrower,  whether  such  properties  are now  owned or
hereafter acquired.

         3.5.  Title  to  Assets;   Existing  Encumbrances;   Identification  of
Intellectual and Real Property.

                  3.5.1.  Each Borrower has good and marketable  title to all of
its owned real and personal property assets and the right to possess and use all
of its leased or licensed real and personal  property assets.  All such property
interests  are free and  clear of any  Liens,  except  for  Permitted  Liens (as
defined in Section 5.5). Each such property and asset owned,  leased or licensed
by any Borrower is titled,  leased or licensed in the current legal name of such
Borrower.

                  3.5.2.  Intellectual  Property  --  Schedule  3.5A  lists each
trademark,  service mark, copyright,  patent,  database,  customized application
software and systems integration  software,  trade secret and other intellectual
property  owned,  licensed,  leased,  controlled or applied for by any Borrower,
whether or not such intellectual  property is recorded with the Copyright Office
or  the  Patent  and  Trademark  Office,   together  with  relevant  identifying
information with respect to such intellectual  property  describing (among other
things) the date of creation,  the method of protection  against  adverse claims
and the registration number.

                  3.5.3. Real Property -- Schedule 3.5B lists each real property
interest owned, leased or otherwise used by any Borrower, together with relevant
identifying  information  describing  (among other  things) the use of each such
real  property  interest,  the location  and mailing  address for each such real
property,  a legal  description  for each such real  property,  an indication of
whether such interest is owned or leased (and, if leased,  the lessor and record
owner thereof),  and the estimated  appraised value thereof.  Each such property
and asset is in good order and repair  (ordinary  wear and tear excepted) and is
fully covered by the insurance required under Section 4.8.

                  3.5.4.  Schedule  3.5C  identifies  each legal,  operating and
trade  name  that any  Borrower  has  used (or  permitted  the  filing  of a UCC
financing  statement  under) at any time  during  the  twelve  (12)  consecutive
calendar years immediately preceding the Closing Date.

         3.6. Capital  Structure and Equity  Ownership.  Schedule 3.6 accurately
and  completely  discloses  (a) the  number  of  shares  and  classes  of equity
ownership rights and interests of each Borrower  authorized  and/or  outstanding
(whether existing as common or preferred stock,  general or limited  partnership
interests,  or  LLC  membership  interests,   or  warrants,   options  or  other
instruments convertible into such equity), and (b) the ownership thereof and the
price per share or interest paid therefor, and (c) the existence of preferential
returns or liquidation  rights with respect to any such class of equity, and (d)
the existence of any enhanced voting rights, veto rights or director designation
rights with  respect to any such class of equity,  and with  respect to options,
warrants and convertible


                                      -18-
<PAGE>

instruments,  the price, duration and conversion factor thereof. All such shares
and interests are validly existing, fully paid and non-assessable.

         3.7. Subsidiaries,  Affiliates and Investments. Schedule 3.7 accurately
and  completely  discloses  (a) each  Subsidiary  and Affiliate of each Borrower
(other than its officers and  directors)  and (b) each  investment in or loan to
any other Person by any Borrower in excess of $25,000.

         3.8.  Material  Contracts.  Schedule 3.8 (a)  accurately and completely
discloses each Material  Contract (as defined  below) of each Borrower,  and (b)
also indicates the following information with respect to each such contract: (1)
the contract  parties  thereunder,  and (2) the contract term and any options or
renewals thereto, and (3) the monthly payment required  thereunder,  and (4) any
restrictions on assignments, and (5) any restrictions on disclosure of the terms
thereof,  and (6) the  existence  of any  breaches  or defaults  thereunder.  No
Borrower  has  committed  any  unwaived  breach or  default  under any  Material
Contract  (whether  or not listed on  Schedule  3.8),  and after due inquiry and
investigation, no Borrower has any knowledge or reason to believe that any other
party to any such Material  Contract (whether or not listed on Schedule 3.8) has
or might have committed any unwaived breach or default thereof.  For purposes of
this Section 3.8, a "Material  Contract"  of a Borrower  includes the  following
types of agreements to which a Borrower is a party: (1) any contract either with
annual  compensation,  consideration  or  payments in excess of $100,000 or with
aggregate  compensation,  consideration or payments in excess of $100,000 (other
than contracts with customers of Borrowers that are entered into in the ordinary
course of Borrowers' business), and (2) any lease of real estate or office space
from which a Borrower  conducts  its primary  business  operations,  and (3) any
lease of real estate or space at which a Borrower has switch equipment,  and (4)
any contract, agreement or lease under the terms of which a Borrower obtains the
right to own, use or operate a switch,  and (5) any leased line  agreement,  and
(6) any carrier agreement,  and (7) any interconnection  agreement,  and (8) any
software development agreements, and (9) any contract relating to any Borrower's
billing  or  provisioning  system,  and (10) any  other  agreement  or  contract
(including  customer  contracts) the loss or breach of which could reasonably be
expected to have or cause a Material Adverse Effect.

         3.9. Licenses and Authorizations.  Each Borrower possesses all Licenses
and other Authorizations  necessary or required in the conduct of its businesses
and/or the operation of its properties.  Each material  Authorization  is valid,
binding  and  enforceable  on,  against  and by  such  Borrower.  Each  material
Authorization  is  subsisting  without any defaults  thereunder  or  enforceable
adverse limitations  thereon, and no Authorization is subject to any proceedings
or claims  opposing  the  issuance,  continuance,  renewal,  development  or use
thereof or contesting the validity or seeking the revocation  thereof.  Schedule
3.9 accurately and completely lists each material Authorization of each Borrower
(including,  whether  or  not  otherwise  "material",  each  License  and  other
Authorization  issued by the FCC or any State PUC,  and  further  including  all
pending applications and renewals therefor),  together with relevant identifying
information describing such Authorizations.  With respect to each License issued
by the FCC or any State PUC listed on Schedule 3.9, the description includes (to
the extent applicable) the call sign, frequency,  class, location,  file number,
issuance  date  (original or most recent  renewal),  and  expiration  date.  For
purposes of this Section 3.9, each Authorization  issued by the FCC or any State
PUC will be deemed to be "material".

         3.10. Taxes and Assessments. Except as disclosed on Schedule 3.10, each
Borrower has timely filed all required tax returns and reports  (federal,  state
and local) or has properly and timely


                                      -19-
<PAGE>

filed  for  extensions  of the time for the  filing  thereof.  No  Borrower  has
knowledge of any deficiency, penalty or additional assessment due or appropriate
in connection with any such taxes. All taxes (federal,  state and local) imposed
upon any Borrower or any of its properties,  operations or income have been paid
and  discharged  prior to the date when any interest or penalty would accrue for
the nonpayment thereof,  except for those taxes being contested in good faith by
appropriate   proceedings  diligently  prosecuted  and  with  adequate  reserves
reflected  on the  financial  statements  in  accordance  with GAAP (all as also
disclosed on Schedule 3.10).

         3.11. Litigation and Legal Proceedings. Except as disclosed on Schedule
3.11, there is no litigation,  claim, investigation,  administrative proceeding,
labor  controversy  or  similar  action  that is pending or (to the best of each
Borrower's  knowledge and information after due inquiry)  threatened against any
Borrower or its  properties  that, if adversely  resolved,  could  reasonably be
expected to have or cause a Material Adverse Effect.

         3.12.  Accuracy of  Financial  Information.  All  financial  statements
previously  furnished  to  Administrative  Agent or any  Lender  concerning  the
financial  condition and  operations of any one or more  Borrowers (a) have been
prepared in accordance with GAAP  consistently  applied,  and (b) fairly present
the financial condition of the organization  covered thereby as of the dates and
for the periods covered thereby (but, with respect to interim periodic financial
statements, subject to normal and customary year end audit adjustments), and (c)
disclose all material  liabilities  (contingent and otherwise) of each Borrower.
In addition,  all written  information  previously  furnished to  Administrative
Agent or any Lender  concerning  the financial  condition and  operations of any
Borrower are true, accurate and complete in all material respects.

         3.13. Accuracy of Other Information.  All written information contained
in  any  application,  schedule,  report,  certificate,  or any  other  document
furnished  to  Administrative  Agent or any Lender by any  Borrower or any other
Person (on behalf of any Borrower) in connection  with the Loan  Documents is in
all material respects true, accurate and complete, and no such Person (including
Borrowers)  has  omitted  to state  therein  (or  failed to  include in any such
document) any material fact or any fact necessary to make such  information  not
misleading.  All written  projections  furnished to Administrative  Agent or any
Lender by any Borrower or any other  Person on behalf of any Borrower  have been
prepared  with a  reasonable  basis  and  in  good  faith,  making  use of  such
information as was available at the date such projection was made.

         3.14. Compliance with Laws Generally. Each Borrower is in compliance in
all material respects with all material laws, rules, regulations, administrative
orders and judicial decrees (federal,  state, local and otherwise) applicable to
it, its operations and its properties.

         3.15. ERISA Compliance.  Each Borrower is in compliance in all material
respects with all applicable provisions of ERISA.

         3.16. Environmental Compliance.  Each Borrower has received all permits
and filed all  notifications  necessary  under and is otherwise in compliance in
all material respects with the Environmental Control Statutes.

         3.17.  Margin  Rule  Compliance.  No  Borrower  owns or has any present
intention of acquiring  any "Margin  Stock"  within the meaning of the following
Margin Regulations of the FRB: Regulation


                                      -20-
<PAGE>

T at 12 C.F.R.  Pt. 220, and Regulation U at 12 C.F.R. Pt. 221, and Regulation X
at 12 C.F.R.  Pt.  224.  The  credit  extended  under  this  Agreement  does not
constitute "Purpose Credit" within the meaning of the FRB's Margin Regulations.

         3.18. Fees and Commissions.  Except as disclosed on Schedule 3.18 or as
required by Section 1.7, no Borrower owes any fees or commissions of any kind in
connection with this Agreement or the transactions  contemplated  hereby, and no
Borrower  knows  of any  claim  (or any  basis  for any  claim)  for any fees or
commissions in connection with this Agreement or the  transactions  contemplated
hereby.

         3.19. Solvency.  No Borrower is "insolvent," as such term is defined in
Section 101(32) of the Bankruptcy Code (11 U.S.C. Section 101(32)). No Borrower,
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).

         3.20.  Additional  FCC and Other  Regulatory  Representations.  Without
limiting the generality of the foregoing  representations  and warranties,  each
Borrower further represents and warrants as follows:

                  3.20.1. General Compliance.  Each Borrower is in compliance in
all material respects with all material laws, rules, regulations, administrative
orders,  policies and procedures issued,  implemented or administered by the FCC
and/or  any  State PUC  applicable  to such  Borrower,  its  operations  and its
properties.

                  3.20.2.  No Unresolved  Application,  Complaint or Proceeding.
Except as described on Schedule 3.20,  there is no outstanding or unresolved (a)
application  by any Borrower for any FCC or State PUC  Authorization  (including
any renewal of any License),  or (b) material  complaint to the FCC or any State
PUC  regarding  any Borrower or any of its  Authorizations,  or (c)  litigation,
investigation  or other  inquiry by or before the FCC or any State PUC involving
any Borrower or any of its  Authorizations,  or (d) FCC or State PUC enforcement
proceeding  against any  Borrower or any of its  Authorizations  (including  any
notice of violation,  any notice of apparent  liability for  forfeiture,  or any
forfeiture).

                  3.20.3.   Status  and  Renewal  of   Licenses.   The  Licenses
identified  on  Schedule  3.9  constitute  all of the  Licenses  required by the
Federal  Communications Act or any State Communications Act for the operation of
each Borrower's business as it is currently being operated. Each such License is
validly outstanding and effective and has been renewed by the FCC or a State PUC
without condition for a full term in accordance with the Federal  Communications
Act or a State  Communications  Act. There are no  modifications,  amendments or
revocations (pending or, to the best of the knowledge of each Borrower after due
inquiry,  threatened)  that could  adversely  affect the operations or financial
condition of any Borrower.  After due inquiry,  no Borrower  knows of any reason
why the FCC or any  State PUC would  not  routinely  grant  (for a full term and
without condition) the application by such Borrower for the renewal of each such
License over which the FCC or such State PUC has jurisdiction,  when and as such
application shall become due to be filed with the FCC or such State PUC.


                                      -21-
<PAGE>

                        ARTICLE 4: AFFIRMATIVE COVENANTS

         Each Borrower (jointly and severally) hereby covenants and agrees that,
so long as any indebtedness  remains outstanding  hereunder,  each Borrower will
comply with the following affirmative covenants:

         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 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.       30,000,  from the Closing Date through July 31, 1999,
                           and

                  b.       35,000, as of October 31, 1999, and

                  c.       38,000, as of January 31, 2000, and

                  d.       41,000, as of April 30, 2000, and

                  e.       43,000, as of July 31, 2000, and

                  f.       45,000, as of October 31, 2000, and

                  g.       48,000, as of January 31, 2001, and

                  h.       50,000, as of April 30, 2001, and

                  i.       52,000, as of July 31, 2001, and

                  j.       53,000, as of October 31, 2001, and

                  k.       55,000, as of January 31, 2002, and

                  l.       58,000, as of April 30, 2002 until the termination of
                           the Loan Documents.

                  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").  As of and after
August 1, 1999,  Borrowers  shall have fully  implemented  all provisions of the
UNE-P agreement.



                                      -22-
<PAGE>

                  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  September 30, 1999,  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 September 30, 1999,  Borrowers  shall have  completed
the technical  documentation for the "One Bill System". As of November 30, 1999,
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.

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

                  a.       24.0%,  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.       $1.0 million, as of October 31, 2000, and

                  c.       $1.35 million, as of January 31, 2001, and

                  d.       $1.75 million, as of April 30, 2001, and

                  e.       $2.25 million, as of July 31, 2001, and

                  f.       $2.75 million, as of October 31, 2001, and

                  g.       $3.0 million,  as of and after January 31, 2002 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.       $4.5 million,  from the Closing Date through July 31,
                           1999, and

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

                  c.       $6.0 million, as of January 31, 2000, and



                                      -23-
<PAGE>

                  d.       $6.5 million, as of April 30, 2000, and

                  e.       $7.0 million, as of and after July 31, 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 January 31,
                           2000, and

                  b.       4.25-to-1.0,   after   January  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:

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

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

         4.2. Periodic Financial Statements and Compliance Certificates.

                  4.2.1. Monthly Reporting.

                           a. Monthly Financial  Statements.  Within thirty (30)
calendar days after the end of each calendar month  (including the last calendar
month of each year),  Borrowers must prepare and deliver to Administrative Agent
and each  Lender (i) a complete  set of  unaudited  internal  monthly  financial
statements   that  are  in  form  and   substance   reasonably   acceptable   to
Administrative  Agent and (ii) a  customer  report  setting  forth the number of
Customers  and  Access  Lines  as of  the  end  of  such  month  (including  (x)
information  as to which state and zones such Customers and Access Lines are in,
and (y)  which  Customers  and  Access  Lines  are  residential  and  which  are
commercial,  and (z) what percentage of such Customers and Access Lines use long
distance  services  provided by Borrowers).  Together with the monthly financial
statements, Administrative Agent and each Lender must also receive a certificate
(using the form attached as Exhibit 4.2) executed by a senior executive  officer
of each Borrower that is acceptable to Administrative Agent (a) stating that the
financial  statements fairly present the financial condition of each Borrower as
of the date thereof and for the periods covered thereby and (b) calculating,  as
of the end of such monthly period, the then-current amounts for Attrition Rate ,
Aggregate  Attrition  Rate,  Bad Debt Rate and Aggregate Bad Debt Rate,  and (c)
certifying that, to the best of such officer's  knowledge (after due inquiry) as
of the date of such  certificate  there is not any existing  Default or Event of
Default.

                           b.  Borrowing  Base  Certificate.   Within  ten  (10)
calendar days after the end of each month  (including the last calendar month of
each year),  Borrowers must prepare and deliver to Administrative Agent and each
Lender a borrowing base and compliance certificate substantially similar in form
and content with the form of borrowing base and compliance  certificate attached
as Exhibit 4.2. hereto.

                  4.2.2. Quarterly Financial Statements.  Within forty-five (45)
calendar days after the end of each fiscal quarter  (including the fourth fiscal
quarter of each year),  Borrowers  must


                                      -24-
<PAGE>

prepare and deliver to Administrative  Agent and each Lender unaudited quarterly
consolidating  financial  statements,  in form and  substance as required by and
acceptable to  Administrative  Agent.  Such financial  statements must include a
balance sheet and an income  statement (with  appropriate  notes and schedules).
Such financial  statements must be prepared in accordance with GAAP consistently
applied  (except as approved by  Administrative  Agent in its sole and  absolute
discretion).  Together with the quarterly financial  statements,  Administrative
Agent and each  Lender  must also  receive a  certificate  executed by the chief
financial  officer or such other  senior  executive  officer of Access One as is
acceptable to  Administrative  Agent (a) stating that the  financial  statements
fairly  present the financial  condition of each Borrower as of the date thereof
and for the periods covered thereby, and (b) calculating,  as of the end of such
monthly period,  the then-current  amount for the Available Credit Portion,  and
(c)  providing  a  reconciled  calculation  demonstrating  compliance  with each
financial  covenant  and ratio  under  Section  4.1 (using the form  attached as
Exhibit 4.2), and (d) certifying that as of the date of such  certificate  there
is not any existing Default or Event of Default.

                  4.2.3. Annual Financial Statements.  Within one hundred twenty
(120) calendar days after the close of each fiscal year,  Borrowers must prepare
and deliver to  Administrative  Agent and each Lender a complete  set of audited
annual   consolidated   financial   statements  (with   accompanying  notes  and
consolidating  schedules).  Such financial statements (a) must include the types
of financial statements and information required on a quarterly basis under this
Section  4.2  as  well  as  a  cash  flow  statement  and  a  reconciliation  of
consolidated  net  worth,  and (b) must be  prepared  in  accordance  with  GAAP
consistently  applied,  and (c) must be certified  without  qualification  by an
independent  certified  public  accounting firm  satisfactory to  Administrative
Agent. Together with the annual financial  statements,  Administrative Agent and
each Lender must also receive all related  management  letters  prepared by such
accountants and a certificate  signed by such accountants,  (a) stating that the
financial statements fairly present the consolidated financial condition of each
Borrower as of the date  thereof and for the periods  covered  thereby,  and (b)
providing a reconciled calculation  demonstrating compliance with each financial
covenant and ratio under Section 4.1, and (c) calculating, as of the end of such
fiscal year, the then-current  amount for the Available Credit Portion,  and (d)
certifying  that  as of the  date  of  such  certificate,  to the  best  of such
accountant's knowledge (after due inquiry), there is not any existing Default or
Event of Default.

         4.3. Other Financial and Specialized Reports.

                  4.3.1.  Financial  Forecasts;  Operating  Budgets.  Within  10
Business  Days after  receiving,  preparing,  materially  revising or  otherwise
assembling any periodic budgets or financial forecasts, Borrowers must deliver a
complete  copy thereof to  Administrative  Agent and each  Lender.  In addition,
Borrowers  must  prepare and deliver to  Administrative  Agent and each Lender a
final  annual   operating   budget  (in  form  and  substance   satisfactory  to
Administrative  Agent) at least 30 calendar  days prior to the beginning of each
fiscal year.

                  4.3.2.    Additional   Material   Contracts,    Licenses   and
Authorizations.  Each Borrower (a) will notify  Administrative  Agent in writing
within 90  calendar  days after  executing  or becoming  bound by any  contract,
agreement,  License  or other  Authorization  that  should  have been  listed on
Schedule 3.5A,  Schedule 3.8 or Schedule 3.9 if it had existed as of the Closing
Date, and (b) will concurrently  update Schedule 3.5A,  Schedule 3.8 or Schedule
3.9 (as appropriate).



                                      -25-
<PAGE>

                  4.3.3.  Tax  Returns.  Within 10 Business  Days after the date
that any Borrower makes any filing with the Internal Revenue Service relating to
its  liability  for income taxes (or  otherwise  delivers to any equity owner of
such Borrower  annual tax and capital  information on Form K-1),  such Borrowers
must deliver a complete copy thereof to Administrative Agent and each Lender.

                  4.3.4. SEC Filings and Press Releases. Within 10 Business Days
after the date that any  Borrower or any  organization  that owns or controls at
least 50% of any class of equity interests of any Borrower makes any filing with
the Securities  Exchange  Commission  (whether as a registration  statement or a
filing on Form 8-K,  Form 10-K,  Form 10-Q,  or  otherwise)  or issues any press
release,  Borrowers must deliver a complete copy thereof to Administrative Agent
and each Lender.

         4.4.  Fiscal Year. Each Borrower will maintain a fiscal year that has a
October 31st year end.

         4.5. Books and Records;  Maintenance of Properties.  Each Borrower will
keep and  maintain  satisfactory  and  adequate  books and records of account in
accordance with GAAP. Each Borrower will also keep, maintain and preserve all of
its  property  and  assets in good  order  and  repair  (ordinary  wear and tear
excepted).

         4.6.  Existence  and Good  Standing.  Each  Borrower  will preserve and
maintain (a) its existence as a corporation  under the laws of its  jurisdiction
of  organization,  and (b) its  good  standing  in all  jurisdictions  where  it
conducts  business,  and (c) the validity of all its Authorizations and Licenses
required or otherwise appropriate in the conduct of its businesses.

         4.7. Deposit Accounts.  Borrowers (a) will maintain  commercial deposit
accounts  only at  federally  insured  depository  institutions  rated  as "well
capitalized"   by  their  primary   federal   regulator  and  (b)  will  provide
Administrative  Agent with written notice of the institution's name and location
and the account name and number with respect to each such account  within twenty
(20)  calendar   days  after   opening  or  acquiring  any  such  account.   The
institution's  name and  location  and the account name and number for each such
account currently in existence, as well as an approximate current balance (i.e.,
a current  balance at any time within the preceding  thirty (30) calendar days),
are listed on Schedule 4.7.

         4.8. Insurance; Disaster Contingency.

                  4.8.1. General Insurance  Provisions.  Each Borrower will keep
all of its property and assets fully  covered by insurance  with  reputable  and
financially sound insurance companies  (reasonably  acceptable to Administrative
Agent).  Each Borrower must also maintain such  protection  against such hazards
and  liability   (including   casualty,   liability,   fire,   flood,   business
interruption,  earthquake,  workmen's compensation,  and other material risks to
its property and  business),  in such  amounts and with such  deductibles  as is
customary  in  the  relevant   industry  and  appropriate   under  the  relevant
circumstances   (and,  in  each  instance,   as  is  reasonably   acceptable  to
Administrative  Agent).  If any Borrower  fails or refuses to obtain or maintain
any such insurance  coverage,  then  Administrative  Agent (at its election) may
(but is not obligated to) obtain and maintain such insurance  coverage on behalf
of such Borrower,  and the premiums and other costs thereof (a) will be included
in the indebtedness  hereunder secured by the Collateral and (b) will be due and
payable by such Borrower to


                                      -26-
<PAGE>

Administrative  Agent  immediately  upon demand.  Each such policy for liability
insurance  must name  Administrative  Agent as loss  payee,  and each such other
policy  for  insurance  must  name  Administrative  Agent as loss  payee  and as
additional  insured.  Each such policy must also  require the insurer to furnish
Administrative  Agent with written notice at least 25 calendar days prior to any
termination,  cancellation or lapse of coverage and must provide  Administrative
Agent  with the  right  (but not the  obligation)  to cure  any  non-payment  of
premium. Upon Administrative  Agent's request, each Borrower (from time to time)
will  furnish  Administrative  Agent with proof of such  insurance  (in form and
substance acceptable to Administrative Agent) and a copy of the related policy.

                  4.8.2.   Disaster  Recovery  and  Contingency  Program.   Each
Borrower will  maintain  (and at least  annually  review the  sufficiency  of) a
disaster  recovery and contingency plan that addresses each Borrower's plans for
continuing  operations upon the occurrence of a natural  disaster or other event
that  destroys  or  prevents  the use of or  access to such  Borrower's  primary
computer systems, information databases, software applications, business records
and operations  facility and/or such Borrower's  switch sites.  Such contingency
plan will also specifically  assess the exposure within such Borrower's computer
systems,  information  databases  and software  applications  to the "Year 2000"
problem  (including,  the  inability to correctly  process dates or time periods
after December 31, 1999 or time periods that span centuries). To the extent that
any such exposure exists,  then such contingency plan must also provide a method
and process for mitigating and correcting such risks.  Such  contingency plan at
all times must be in form and substance reasonably  acceptable to Administrative
Agent.  Upon request,  each Borrower  will provide  Administrative  Agent with a
current copy of such plan.

         4.9.  Loan  Purpose.  Borrowers  will use the  proceeds of each Advance
hereunder exclusively as set forth in Section 1.1.3.

         4.10.   Taxes.   Each  Borrower  will  pay  and  discharge  all  taxes,
assessments or other governmental  charges or levies imposed on it or any of its
property or assets prior to the date upon which any penalty for  non-payment  or
late payment is incurred,  unless (a) the same are then being  contested in good
faith  by  appropriate  proceedings  diligently  prosecuted,  and  (b)  adequate
reserves therefor acceptable to Administrative Agent have been established,  and
(c)  Administrative  Agent has been  notified  thereof in  writing,  and (d) the
consequences of such non-payment (in Administrative Agent's reasonable judgment)
will not have a Material Adverse Effect.

         4.11. Management Changes. Borrowers will notify Administrative Agent in
writing within thirty (30) calendar days after any dismissal, change in title or
change in status of any vice president or more senior officer of any Borrower.

         4.12.  Litigation and  Administrative  Proceedings.  Each Borrower will
notify  Administrative  Agent in writing  immediately  upon the  institution  or
commencement of any litigation,  legal or  administrative  proceeding,  or labor
controversy (a) with a purported amount in controversy in excess of $100,000, or
(b) that could  otherwise  reasonably  be  expected  to have or cause a Material
Adverse Effect.

         4.13.  Monitoring  Compliance;   Occurrence  of  Certain  Events.  Each
Borrower at all times will  maintain (and comply with)  commercially  reasonable
procedures and systems designed to monitor compliance and to detect instances of
non-compliance with the Loan Documents. Each Borrower will


                                      -27-
<PAGE>

notify  Administrative  Agent in writing  immediately upon (a) the occurrence of
any Default or Event of Default hereunder,  or (b) the occurrence of any Default
or Event of Default under any other Loan  Document,  or (c) the happening of any
event or the assertion or threat of any claim that could  reasonably be expected
to have or cause a Material Adverse Effect.

         4.14.  Compliance  with Laws. Each Borrower will comply in all material
respects (a) with all material laws,  rules,  regulations  and orders  (federal,
state,  local  and  otherwise)  applicable  to its  business,  and (b)  with the
provisions and  requirements  of all  Authorizations.  Each Borrower will notify
Administrative  Agent  immediately  in detail of any actual or alleged  material
failure to comply with or  violation  of any such laws,  rules,  regulations  or
orders, or under the terms of any of such  Authorizations,  or of the occurrence
or existence of any facts or  circumstances  that with the passage of time,  the
giving of notice or otherwise could create such a failure to comply or violation
or could  reasonably  be  expected to occasion  the  termination  of any of such
Authorization.  Such  "material"  laws,  rules,  regulations  and  orders  shall
include,  as  applicable,  (i) the  Federal  Communications  Act and each  State
Communications Act and the rules, regulations,  policies,  procedures and orders
of the FCC and each such State PUC, and (ii) the Environmental Control Statutes,
and, (iii) ERISA.

         4.15. Further Actions.

                  4.15.1.  Additional  Collateral.  Each  Borrower will execute,
deliver  and record (or,  as  appropriate,  cause the  execution,  delivery  and
recordation)  at any time upon  Administrative  Agent's  request and in form and
substance reasonably  satisfactory to Administrative Agent, any of the following
instruments in favor of Administrative Agent as additional Collateral hereunder:
(a) mortgages,  deeds of trust and/or  assignments on or of any real or personal
property  owned,  leased  or  licensed  by it,  and (b)  certificates  of  title
encumbrances  against  any of its  titled  vehicles,  and  (c)  any  other  like
assignments or agreements  specifically covering any of its properties or assets
(including assignments of any patents, trademarks,  copyrights, databases, trade
secrets and other forms of  intellectual  property and deposit  account  control
agreements),  and (d) any  financing  or  continuation  statements  requested by
Administrative Agent.

                  4.15.2.  Further Assurances.  From time to time, each Borrower
will  execute  and deliver (or will cause to be  executed  and  delivered)  such
supplements,  amendments,  modifications  to  and/or  replacements  of the  Loan
Documents  and  such  further  instruments  as may  be  reasonably  required  to
effectuate  the  intention  of the parties to (or to  otherwise  facilitate  the
performance of) the Loan Documents.

                  4.15.3.  Estoppel  Certificates.  Upon Administrative  Agent's
request,   each  Borrower  will  execute,   acknowledge   and  deliver  (or,  as
appropriate,  cause the execution,  acknowledgment and delivery) to such Persons
as Administrative Agent may request a statement in writing certifying as follows
(to the  best of its  knowledge,  after  diligent  inquiry):  (a)  that the Loan
Documents  (as amended,  if  applicable)  are  unmodified  and in full force and
effect,  and (b) that the payments under the Loan Documents  required to be paid
by  Borrowers  have been  paid,  and (c) the then  unpaid  principal  balance of
Facilities hereunder, and (d) whether or not any Default is then occurring under
any of the Loan Documents and, if so,  specifying each such Default of which the
signer may have knowledge,  and (e) whether or not any Borrower is then entitled
to assert  any  claims,  defenses  or causes of action  that  would  impose  any
liability  upon  Administrative  Agent or any  Lender  or that  would  otherwise
challenge  the  enforceability  any  Loan  Document  or  any  provision  thereof
(including,


                                      -28-
<PAGE>

the existence of any so-called "Lender  Liability"  claims or defenses).  Unless
such  Borrower  otherwise  consents  (which  consent  will  not be  unreasonably
withheld, delayed or conditioned),  Administrative Agent must give such Borrower
at least ten (10)  Business  Days to complete and deliver any such  certificate.
Each  Borrower  understands  and  agrees  that  any such  certificate  delivered
pursuant  to this  Section  may be relied  upon by  Administrative  Agent,  each
Lender, and, if different, by the recipient thereof.

                  4.15.4.  Waivers and Consents. At any time upon Administrative
Agent's  request,  each Borrower will use its best efforts to obtain and deliver
(in form and substance reasonably satisfactory to Administrative Agent) a waiver
or consent to the  assignment to  Administrative  Agent of any contract,  lease,
Authorization or other agreement to which it is a party.

                  4.15.5.  Access  and  Audits.  Administrative  Agent  and each
Lender  (from  time  to  time  at its  discretion)  may  conduct  audits  of the
Collateral and of the performance and operations of any Borrower.  Each Borrower
(upon  Administrative  Agent's  request  from  time to  time)  will use its best
efforts   to  provide   Administrative   Agent  and  each   Lender   (and  their
representatives and agents) with reasonable access to such Borrower's management
personnel,  books and records,  property and operations (including its financial
records), whether such property, books and records are in the possession of such
Borrower or are in the possession of a third party  (including the possession of
such Borrower's  Affiliates,  accountants and legal counsel). In connection with
any such  audit,  Administrative  Agent and each  Lender may also make notes and
copies of (and extracts from) relevant records.

                  4.15.6.  Attendance at Board of Directors Meetings. Any Lender
(from  time to time at its  discretion  and at its sole  cost and  expense)  may
attend (in person or by  telephone  or other  means) any or all  meetings of the
board of directors of any Borrower  (including the meetings of any committees or
sub-committees thereof).  Borrowers will provide each Lender with written notice
thereof at least five (5) Business Days prior to each such physical  meeting and
at least two (2) Business  Days prior to each such  telephonic  or other meeting
and also will  provide  each Lender  with a copy of all written  communications,
minutes and materials distributed in connection  therewith.  Notwithstanding the
foregoing,  at the request of  Borrowers,  representatives  of such Lenders will
temporarily  leave a  meeting  of the  board  of  directors  if such  action  is
necessary to preserve the Borrowers'  attorney-client  privilege with respect to
such meetings or the information disseminated therein.

         4.16.   Costs   and   Expenses.   Borrowers   will  pay  or   reimburse
Administrative  Agent  and each  Lender  for all fees and costs  (including  all
reasonable  attorneys'  fees  and  disbursements  and the  reasonable  fees  and
disbursements   of  in-house   counsel   and   documentation   personnel)   that
Administrative  Agent or any Lender may pay or incur in connection  with (a) the
preparation, negotiation and review of the Loan Documents, any waivers, consents
and amendments in connection  herewith or therewith and all other  documentation
related  hereto or  thereto,  and (b) the  funding  of the  indebtedness  or any
Advance hereunder,  and (c) the initial and continuing  perfection or protection
of Administrative Agent's or any Lender's interest in any of the Collateral, and
(d) the  collection or  enforcement  of any of the Loan  Documents,  and (e) the
periodic  examination and auditing of the Collateral and the books,  records and
operations of Borrowers, and (f) Administrative Agent's release of its interests
in the Collateral in accordance with the terms of the Loan Documents.  Borrowers
will pay any and all recordation  taxes or other fees due upon the filing of the
financing  statements or


                                      -29-
<PAGE>

documents of similar effect required to be filed under the Loan  Documents,  and
will provide  Administrative  Agent with a copy of any receipt or other evidence
reflecting  such payments.  All  obligations  provided for in this Section shall
survive the  termination of this Agreement  and/or the repayment of indebtedness
hereunder.

         4.17.  Other  Information.  Each Borrower  will provide  Administrative
Agent  with  any  other  documents  and  information  (financial  or  otherwise)
reasonably requested by Administrative Agent or its counsel from time to time.

         4.18.  Additional  FCC  and  Other  Regulatory  Affirmative  Covenants.
Without  limiting the generality of the foregoing  affirmative  covenants,  each
Borrower further covenants and agrees as follows:

                  4.18.1.  Service  Interruption.   Each  Borrower  will  notify
Administrative  Agent in writing  within 36 hours after any period  during which
the  transmission  at any  switch  facility  owned  or used by any  Borrower  is
interrupted  or curtailed  for an aggregate of 24 hours or more  (whether or not
consecutive)  during any period of 48 consecutive hours. Each Borrower will make
every effort to restore such  transmission as soon as possible to the level that
was obtained prior to such interruption or curtailment.

                  4.18.2. Correspondence,  Orders and Filings. Within 5 Business
Days after  mailing or receipt  (as  applicable),  each  Borrower  will  provide
Administrative Agent with a copy of each significant or material correspondence,
application  or  filing  with,  to or from the FCC or any  State  PUC.  Within 5
Business  Days  after the  release  of any order of the FCC or any State PUC (a)
designating  or proposing to designate an application by any Borrower to the FCC
or a State PUC for an  evidentiary  hearing,  or  designating  or  proposing  to
designate for an  evidentiary  hearing the possible  non-renewal,  revocation or
modification of any License or Authorization  issued to it by the FCC or a State
PUC, or (b) imposing a fine,  penalty or other forfeiture upon any Borrower,  or
(c) initiating any other enforcement action against any Borrower,  or as soon as
any Borrower  ascertains that any such order will be forthcoming from the FCC or
any State PUC, then such Borrower must notify  Administrative  Agent of the same
and, if any such order has been issued by the FCC or a State PUC, must provide a
copy of such order to Administrative Agent.

         4.19. Location of Operating Assets.  Borrowers (i) will maintain all of
the  operating  assets   associated  with  their   telecommunications   business
activities  (including all FCC and State PUC  Authorizations) in The Other Phone
Company ("TOPC") or a wholly-owned  Subsidiary  thereof and (ii) will not permit
any of such assets to be owned or controlled by Access One.

         4.20. Post-Closing Items.

         a. Business Interruption  Insurance.  Within 90 calendar days after the
Closing Date, Borrowers will obtain business interruption  insurance (that is in
form and substance  reasonably  satisfactory to  Administrative  Agent) and will
provide Administrative Agent with evidence thereof.

         b. SIRCO Unwind  Transaction.  By September  15, 1999,  Access One must
have  entered  into an  unwind  transaction  with  SIRCO  (that  is in form  and
substance reasonably acceptable to Administrative Agent) pursuant to which shall
Access One exchange  1,420,000  shares of SIRCO for  1,775,000  shares of Access
One.



                                      -30-
<PAGE>

         c. Delivery of Termination Statements and Stock. Within 5 Business Days
after the  Closing  Date,  Borrowers  must  deliver to  Administrative  Agent or
Administrative  Agent's counsel (i)  certificates  evidencing all shares of TOPC
owned by Access One, and (ii) certificates  evidencing all shares of SIRCO owned
by Access One, and (iii) certificates  evidencing all shares of Access One owned
by Wesley  Minella or Pursuit  Holding Corp.,  Inc., and (iv) UCC-3  Termination
Statements executed by an authorized officer of RFC terminating all liens of RFC
in the assets and/or equity of any Borrower.

         d. Estoppel  Agreement  with Bell South.  Borrowers will use their best
efforts to obtain,  within 30 calendar days after the Closing Date, estoppel and
consent   agreements   (in  form  and   substance   reasonably   acceptable   to
Administrative Agent) from Bell South Telecommunications, Inc.

         e. Schedules. Within 10 Business Days after the Closing Date, Borrowers
shall deliver disclosure schedules (that are in form and substance acceptable to
Administrative Agent) to the Security Agreement and the Pledge Agreement.

         f. Good Standing. Within 5 Business Days after the Closing Date, Access
One shall deliver to  Administrative  Agent evidence of its good standing in the
states of New Jersey and Florida and TOPC shall deliver to Administrative  Agent
evidence  of its good  standing  in the states of Georgia  and North  Carolina .
Within 10  Business  Days  after the  Closing  Date,  Borrowers  shall 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 shall  provide  Administrative  Agent with evidence of such filings (in form
and substance reasonably acceptable to Administrative Agent).

         g. Regulatory Status Compliance  Opinion.  By July 15, 1999,  Borrowers
will cause  Technologies  Management  Inc. to update its  Regulatory  Compliance
Status  Opinion  dated June 30,  1999 to  include  an opinion as to whether  any
Borrower must receive  consent from or file a  notification  with any applicable
State PUC in order to incur the  Obligations  or to issue the  Option,  Warrants
and/or Warrant Shares.

         h. Correction of Stock  Certificates.  By July 15, 1999, Access One (a)
will  re-issue  stock  certificates  to its owners  reflecting  its  current and
correct  name and (b) will  deliver such stock  certificates  to  Administrative
Agent.

                         ARTICLE 5: NEGATIVE COVENANTS

         Each Borrower (jointly and severally) hereby covenants and agrees that,
so long as any indebtedness  remains outstanding  hereunder,  each Borrower will
comply with the following  negative  covenants  (unless Required Lenders through
Administrative  Agent  otherwise  consent in writing,  which consent will not be
unreasonably withheld while no Default is occurring):

         5.1. Capital Expenditures. Borrowers (on a consolidated basis) will not
incur  Capital   Expenditures   in  any  fiscal  year  in  excess  of  $250,000.
Notwithstanding the foregoing, no Borrower may make any such Capital Expenditure
to  acquire  all or any  substantial  portion of the assets or equity of another
business  enterprise  (unless  explicitly  permitted  by Section  5.7).  Further
notwithstanding  the  foregoing,  Borrowers may incur an additional  $400,000 in
Capital  Expenditures  during the 12


                                      -31-
<PAGE>

calendar  months  immediately  following  the Closing  Date  provided  that such
Capital  Expenditures are for the purpose of leasing equipment for the provision
of digital subscriber services.

         5.2.  Additional  Indebtedness.  No Borrower  will borrow any monies or
create,   incur,  assume  or  permit  to  exist  any  additional   indebtedness,
obligations  or  liabilities  (including  monitory  obligations  evidenced  by a
promissory  note and  monetary  obligations  under  non-compete  and  consulting
arrangements) except as follows (collectively, the "Permitted Indebtedness"):

                  a. Borrowings from Lenders hereunder; and

                  b.  Trade  indebtedness,   if  and  to  the  extent  (i)  such
indebtedness is incurred in the normal and ordinary course of business for value
received  and (ii) such  indebtedness  (to the extent it exceeds  $10,000 to any
single  vendor) is paid on a current basis or is less than 60 calendar days past
due; and

                  c. Indebtedness and obligations  incurred TO PURCHASE FIXED OR
CAPITAL ASSETS, consistent with the restrictions in Section 5.1 and Section 5.5,
provided,  however,  that (1) the  aggregate  amount of such  asset  acquisition
indebtedness  outstanding  at any time  (together  with the aggregate  amount of
Capital Lease  indebtedness  outstanding  under Subsection 5.2.d) may not exceed
$150,000 (plus any asset  acquisition  indebtedness  incurred in connection with
the  acquisition of equipment for the provision of digital  subscriber  services
(to the extent such  acquisitions  are  expressly  permitted  under  Section 5.1
during the 12 calendar months immediately  following the Closing Date)), and (2)
such  indebtedness  must be  immediately  included in the  calculation of Funded
Debt,  and (3) such fixed or capital  assets being  purchased may not constitute
(a) customized  application  software or systems  integration  software,  or (b)
equity  interests in or  substantially  all of the assets of another  enterprise
other than Permitted Investments, or (c) any other asset the loss of which could
reasonably be expected to have or cause a Material Adverse Effect; and

                  d. Indebtedness and obligations incurred UNDER CAPITAL LEASES,
consistent  with the  restrictions  in Section  5.1 and Section  5.5,  provided,
however,  that (1) the  aggregate  amount  of such  Capital  Lease  indebtedness
outstanding at any time (together with the aggregate amount of asset acquisition
indebtedness  outstanding  under Subsection 5.2.c) may not exceed $150,000 (plus
any  Capital  Lease  indebtedness  incurred  in  connection  with  the  lease of
equipment for the provision of digital  subscriber  services (to the extent such
leases are expressly  permitted  under Section 5.1 during the 12 calendar months
immediately  following the Closing  Date)),  and (2) such  indebtedness  must be
immediately  included in the  calculation  of Funded Debt, and (3) such fixed or
capital  assets  being  leased may not  constitute  (a)  customized  application
software  or systems  integration  software,  or (b) any asset the loss of which
could reasonably be expected to have or cause a Material Adverse Effect; and

                  e.  Indebtedness  in favor of another  Borrower  if and to the
extent permitted under Section 5.4(b); and

                  f.  Indebtedness  existing  as of the  Closing  Date under the
Espire Note; and

                  g.  Subordinated  Indebtedness if and to the extent  permitted
under Section 5.11; and



                                      -32-
<PAGE>

                  h. Such  indebtedness  listed on  Schedule  5.2 with the prior
written consent of Lenders through  Administrative Agent (which consent will not
be unreasonably withheld while no Default is occurring).  Unless Lenders through
Administrative Agent otherwise expressly consent in writing (or unless otherwise
specified  on Schedule  5.2),  all  indebtedness  listed on Schedule 5.2 must be
included in the calculation of Funded Debt.

         5.3. Guaranties. No Borrower will guarantee,  assume or otherwise be or
agree to become  liable  in any way,  either  directly  or  indirectly,  for any
additional  indebtedness  or  liability of any other  Person,  except as follows
(collectively,   the  "Permitted  Guaranties"):  (a)  in  favor  of  Lenders  or
Administrative   Agent,  or  (b)  to  endorse  checks,   drafts  and  negotiable
instruments for collection in the ordinary course of business,  or (c) as listed
on Schedule  5.3 with the consent of Lenders,  or (d) to the extent that Lenders
through Administrative Agent otherwise consent in writing.

         5.4.  Loans.  No Borrower  will make any loans or advances to any other
Person,  except as follows  (collectively,  the "Permitted Loans"): (a) loans to
employees that do not exceed $5,000 to any individual employee and do not at any
time in the  aggregate  outstanding  exceed  $25,000 among all such loans to all
such  employees  and (b) as listed on  Schedule  5.4 with the consent of Lenders
through Administrative Agent.

         5.5. Liens and Encumbrances;  Negative Pledge. No Borrower will create,
permit or suffer the  creation or  existence of any Liens on any of its property
or  assets  (real or  personal,  tangible  or  intangible),  except  as  follows
(collectively, the "Permitted Liens"):

                  a. Liens in favor of Administrative  Agent as security for the
Obligations under the Loan Documents; and

                  b.  Liens   arising  in  favor  of  sellers  or  lessors   for
indebtedness  and  obligations  incurred  to  purchase or lease fixed or capital
assets as permitted  under Section 5.2.c or Section  5.2.d,  provided,  that (1)
such Liens secure only the indebtedness and obligations  created thereunder (but
not  any  related  monetary   obligations   under   non-compete  and  consulting
arrangements)  and are  limited  to the  assets  purchased  or  leased  pursuant
thereto,  and (2) such fixed or capital  assets do not constitute (a) customized
application software or systems integration software, or (b) equity interests in
or substantially all of the assets of another enterprise, or (c) any other asset
the loss of which  could  reasonably  be  expected  to have or cause a  Material
Adverse Effect; and

                  c. Liens for taxes,  assessments or other governmental charges
(federal,  state or local)  that are not yet  delinquent  or that are then being
currently  contested  in  good  faith  by  appropriate   proceedings  diligently
prosecuted,  provided,  however,  that  (1)  the  existence  of such  Liens  and
challenge  of such  charges  must have been fully  disclosed  to  Administrative
Agent, and (2) adequate reserves therefor in accordance with GAAP must have been
established,  and (3) such Liens (in Administrative  Agent's reasonable opinion)
could not reasonably be expected to have or cause a Material Adverse Effect; and

                  d.  Deposits  in the  ordinary  course of  business  to secure
obligations  under  workmen's  compensation,  unemployment  insurance  or social
security laws or similar legislation; and

                  e.  Deposits to secure  performance  or payment  bonds,  bids,
tenders,  contracts,  leases,  franchises  or public and  statutory  obligations
required in the ordinary course of business; and



                                      -33-
<PAGE>

                  f. Deposits to secure surety,  appeal or custom bonds required
in the ordinary course of business; and

                  g. Liens of carriers, warehousemen, mechanics, materialmen and
landlords  incurred in the ordinary  course of business for sums not past due or
for sums being  currently  contested  in good faith by  appropriate  proceedings
diligently prosecuted,  provided,  however, that (1) the existence of such Liens
and  challenge  of such sums  allegedly  due must have been fully  disclosed  to
Administrative Agent, and (2) adequate reserves therefor in accordance with GAAP
must have  been  established,  and (3) such  Liens  (in  Administrative  Agent's
reasonable opinion) could not reasonably be expected to have or cause a Material
Adverse Effect; and

                  h. Easements,  rights-of-way,  restrictions  and other similar
encumbrances  on real  property  of a Borrower  that,  independently  and in the
aggregate, do not (1) materially interfere with the occupation, use or enjoyment
by such  Borrower  of the  property or assets  encumbered  thereby in the normal
course of business or (2)  materially  impair the value of the property  subject
thereto; and

                  i. Liens  listed on Schedule  5.5 with the consent of Required
Lenders  through  Administrative  Agent (which consent will not be  unreasonably
withheld while no Default is occurring).

No Borrower will  similarly  covenant to or in favor of any other Person that it
will not create,  permit or suffer the creation or existence of any Liens on any
of its property or assets.  In addition,  no Borrower will purchase or otherwise
acquire any additional assets (including any leasehold interest therefor) unless
Administrative  Agent's  interest in such property either (a) is already covered
and perfected  pursuant to an existing and effective UCC-1 financing  statement,
fixture filing,  mortgage and/or leasehold mortgage (as appropriate) in favor of
Administrative  Agent  or (b)  otherwise  becomes  properly  perfected  within 5
calendar  days  after any such  acquisition  by such  Borrower's  filing (at its
expense) all necessary UCC-1 financing  statements,  fixture filings,  mortgages
and/or leasehold mortgages (as appropriate, and in form and substance reasonably
acceptable to  Administrative  Agent).  Moreover,  no Borrower will establish or
maintain any "securities  account" with any "securities  intermediary"  (as such
terms are defined in Article 8 of the UCC)  except as  permitted  under  Section
5.7.

         5.6.  Transfer of Assets.  No Borrower  will sell,  lease,  transfer or
otherwise  dispose of all or substantially  all of its assets.  In addition,  no
Borrower will sell,  lease,  transfer or otherwise  dispose of any of its assets
other than as follows (collectively,  the "Permitted Transfers"):  pursuant to a
transaction  with an unrelated  third party in the normal and ordinary course of
business for value  received and otherwise in  accordance  with the terms hereof
(including Section 1.1.6.5.c).

         5.7.  Acquisitions  and  Investments.  No  Borrower  will  purchase  or
otherwise acquire (including by way of share exchange) any part or amount of the
equity   ownership  or  assets  of,  or  make  any  investments  in,  any  other
corporation,   partnership,  limited  liability  company  or  other  venture  or
enterprise.  Notwithstanding  the foregoing,  Borrowers may acquire or invest in
the following (collectively, the "Permitted Investments"):

                  a. Government and agency  securities  backed by the full faith
and credit of the U.S. federal government; and



                                      -34-
<PAGE>

                  b.  Commercial  paper of a U.S.  domestic issuer rated A-1+ or
A-1 by Standard & Poor's Ratings Group or P-1 by Moody's Investor Services, Inc.
and  maturing  not more  than 90  calendar  days  from  the date of  acquisition
thereof; and

                  c. Certificates of deposit (maturing within 12 calendar months
after  the  date of  issuance),  time  deposits,  other  deposits  and  bankers'
acceptances  issued by or established  with U.S.  federally  insured  commercial
banks rated as "well  capitalized"  by their  primary  federal  regulators,  and
having unimpaired capital and unimpaired surplus (collectively) of at least $250
million,  and whose  commercial  paper (or commercial paper that is supported by
such bank's  letter of credit or  commitment to lend) is rated as A-1+ or A-1 by
Standard & Poor's Ratings Group or P-1 by Moody's Investor Services, Inc.; and

                  d. Assets acquired  pursuant to  transactions  permitted under
Section 5.1 or Section 5.2; and

                  e. Inventory sold in the ordinary course of business for value
received; and

                  f. Equity interests in other Borrowers; and

                  g. Investments  existing as of the Closing Date in the capital
stock of SIRCO provided that such capital stock is held in a securities  account
that is subject to a control agreement in favor of Administrative Agent (that is
in form and substance satisfactory to Administrative Agent); and

                  h. Acquisitions of other Persons or entities provided that (a)
no Default or Event of Default  exists at the time of such  acquisition or would
be caused thereby,  and (b) Lender is provided with prior written notice of such
acquisitions at least 15 calendar days prior to the occurrence thereof,  and (c)
all assets  acquired in connection  with such  acquisitions  are pledged  and/or
encumbered in favor of Lender with first lien priority, and (d) the total amount
of such acquisitions do not exceed $100,000 in the aggregate during any calendar
year; and

                  i.  Investments  listed on  Schedule  5.7 with the  consent of
Required  Lenders  through  Administrative  Agent  (which  consent  will  not be
unreasonably withheld while no Default is occurring).

No  Borrower  will  establish  or maintain  any  "securities  account"  with any
"securities  intermediary"  (as such terms are defined in Article 8 of the UCC),
unless a control  agreement  acceptable in form and substance to  Administrative
Agent  is   first   executed   by  such   "securities   intermediary"   securing
Administrative  Agent's  first  priority  interest  and  rights  in  and  to all
"financial assets" and "security entitlements"  associated with such "securities
account."

         5.8. New  Ventures;  Mergers.  No Borrower  will (a) enter into any new
business activities or ventures not directly related to its current business, or
(b)  merge or  consolidate  with or into  any  other  corporation,  partnership,
limited  liability company or other  organization,  or (c) create or acquire (or
cause or permit the  creation or  acquisition  of) any  Subsidiary  or Affiliate
(except the hiring of officers and  directors).  Notwithstanding  the foregoing,
TOPC may create or acquire (or cause or permit the creation or  acquisition  of)
one or more wholly-owned Subsidiaries provided that (1) each such Subsidiary (at
Required  Lenders' sole  discretion)  becomes a "Borrower,"  "Guarantor"  and/or
"Obligor" under the Loan Documents,  and (2) a first priority  security interest
in and  pledge of 100%


                                      -35-
<PAGE>

of the  assets  and  equity of each such  Subsidiary  is  perfected  in favor of
Administrative  Agent as additional  Collateral under the Loan Documents (except
as otherwise permitted under Section 5.5).

         5.9.  Transactions  with  Affiliates.  No Borrower  will enter into any
transaction  or  agreement  with any  Subsidiary,  Affiliate  or  other  related
enterprise  except  as  follows:  (a)  reasonable  and  customary   compensation
arrangements in the ordinary course of business with its officers and directors,
and (b)  guaranties  (if any) to the extent  permitted  by Section  5.3, and (c)
employee  loans (if any) to the extent  permitted  under  Section  5.4,  and (d)
reasonable and customary  asset transfers among Borrowers (if any) to the extent
permitted under Section 5.6, and (e) reasonable  dividends and distributions (if
any) to the extent  permitted by Section 5.10,  and (f) reasonable and customary
management  fees (if any) to the extent  permitted  under Section 5.12,  and (g)
transactions in the ordinary course of business between Borrowers.

         5.10.  Distributions  or  Dividends.  No Borrower  will declare or make
(directly or indirectly) any payment or  distribution  with respect to, or incur
any liability for the purchase, acquisition, redemption or retirement of, any of
its equity interests  (including warrants therefor) or as a dividend,  return of
capital or other payment or  distribution  of any kind to any holder of any such
equity interest.

         5.11. Payment of Subordinated  Indebtedness.  No Borrower will incur or
make any  payments on  Subordinated  Indebtedness  except as  permitted  by this
Section or by a  separate  intercreditor  or  subordination  agreement  executed
between  such other  creditor  and  Administrative  Agent.  Notwithstanding  the
foregoing,  if any  Subordinated  Indebtedness  is  subsequently  authorized  by
Lenders and if any Default  occurs  under the Loan  Documents,  then no Borrower
will make any further payments in connection with its Subordinated  Indebtedness
unless and until such Default has been waived or cured to Administrative Agent's
and Lenders' satisfaction.

         5.12.  Payment of Management Fees and Other  Compensation.  No Borrower
will pay any  funds  or  otherwise  incur  or  accrue  any  liabilities  for any
management or related services except (a) reasonable and customary  compensation
to bona fide  full-time  resident  employees  of such  Borrower  (other than Ken
Baritz and Kevin Griffo),  and (b) reasonable and customary  compensation to Ken
Baritz and Kevin  Griffo  pursuant to their  Employment  Agreements,  and (c) as
otherwise permitted by this Section.

         5.13.  Issuance  of  Additional  Equity.  No  Borrower  will permit the
issuance,  reissuance,  conversion or exercise of any equity  interests  (common
stock, preferred stock, partnership interests, member interests or otherwise) or
any options,  warrants,  convertible securities or other rights to purchase such
beneficial or equity  interest.  Notwithstanding  the foregoing,  a Borrower may
issue additional equity interests  provided that: (a) such Borrower has provided
written notice thereof to  Administrative  Agent at least 15 Business Days prior
to such  issuance  (which  notice must at least  describe the type and amount of
equity  interests  being  purchased,  the  consideration  to be received by such
Borrower in exchange for such issuance, and the identity of the purchaser),  and
(b) such equity interests are pledged to Administrative Agent (with a first lien
priority) as  additional  Collateral  hereunder at the time of issuance  thereof
using  documentation  that is in form and  substance  reasonably  acceptable  to
Administrative  Agent,  and (c) the proceeds thereof are utilized in a manner in
compliance with Section  1.1.6.5.c,  and (d) no Default or Event of Default then
exists under the Loan Documents or would  otherwise  result from the issuance of
such  equity  interest   (including  a  Default  under  the  change  in  control
restrictions set forth in Section 7.1.8).



                                      -36-
<PAGE>

         5.14.  Removal of Assets. No Borrower will remove or permit the removal
of any asset or group of assets (with a collective  fair market value  exceeding
$10,000) to a jurisdiction  or a county in which no financing  statement on Form
UCC-1 has been filed naming Administrative Agent as "secured party" with respect
to such  assets.  Notwithstanding  the  foregoing,  a  Borrower  may  remove the
following types of assets under the following conditions:  (a) temporary removal
of equipment  for repair or  replacement  provided  that (to the extent that the
fair  market  value  of  such  equipment  in  the  aggregate   exceeds  $25,000)
Administrative  Agent has received prior written  notice thereof  indicating the
type of equipment,  its approximate fair market value, the destination  location
and an estimate of the length of time that such  equipment  will be removed from
the relevant  jurisdiction,  and (b) booths,  displays,  marketing materials and
related  accompanying   equipment  of  a  Borrower  being  used  temporarily  in
connection with marketing such  Borrower's  business at trade shows or otherwise
(provided that the aggregate fair market value thereof does not exceed $25,000),
and (c) portable computers and related accompanying  equipment being used by the
officers,  employees and independent representatives of a Borrower in connection
with  accomplishing  such  Borrower's  business  activities  at home  offices or
otherwise (provided that the aggregate fair market value thereof does not exceed
$25,000).  Moreover,  no Borrower will move the location of its chief  executive
office (or change its official mailing address) without providing Administrative
Agent with prior written notice thereof.

         5.15. Modifications to Organic Documents. No Borrower will (a) amend or
otherwise modify any of its Organic Documents,  or (b) change its official name,
its operating names or the names under which it executes  contracts and conducts
business.

         5.16. Terms of and Modifications to Material Relationships. No Borrower
will (and will not permit any other party to) cancel,  terminate,  amend, modify
or  otherwise  alter (a) any  Subordinated  Indebtedness,  or (b) any  agreement
regarding  the  provision of  management  services to any  Borrower,  or (c) any
Employment  Agreement,  or (d) any Material  Contract  listed (or contract  that
should  be  listed)  on  Schedule  3.8.  In  addition,  each  Borrower  will use
commercially reasonable efforts to ensure that no Material Contract entered into
by any Borrower  after the Closing Date  (including  the renewal or extension of
any  Material  Contract  existing  as of the  Closing  Date) will  restrict  any
Borrower's ability to collaterally  assign or encumber such Material Contract in
favor of Administrative Agent.

         5.17. Margin Stock  Restrictions;  Other Federal Statutes.  No Borrower
will use any of the proceeds hereunder,  directly or indirectly,  to purchase or
carry, or to reduce or retire any indebtedness  that was originally  incurred to
purchase  or  carry,  any  Margin  Stock or for any  other  purpose  that  might
constitute the transactions contemplated hereby as a "Purpose Credit" within the
meaning of the FRB's Margin Regulations. In addition, no Borrower will engage as
its  principal  business in the  extension of credit for  purchasing or carrying
Margin Stock.  No Borrower will cause or permit any Loan Document to violate any
other regulation of the FRB or the SEC or any provision of the Securities Act of
1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 or
the Small  Business  Investment  Act of 1958,  each as amended,  or any rules or
regulations promulgated under any of such statutes.


                                      -37-
<PAGE>

             ARTICLE 6: ADDITIONAL COLLATERAL AND RIGHT OF SET OFF

         6.1. Additional Collateral. As additional collateral for the payment of
any and all  indebtedness  and  obligations  of each Borrower to  Administrative
Agent or any Lender (whether  matured or unmatured,  and whether now existing or
hereafter  incurred or created  hereunder or  otherwise),  each Borrower  hereby
grants  Administrative  Agent and each Lender a security  interest in and a lien
upon all funds,  balances and other property of any kind of such Borrower, or in
which such  Borrower has any interest  (limited to the interest of such Borrower
therein),   now  or  hereafter  in  the   possession,   custody  or  control  of
Administrative  Agent or such Lender or any Affiliate of Administrative Agent or
such Lender.

         6.2. Right of Set-Off.  Administrative Agent and each Lender are hereby
authorized at any time and from time to time during the existence of an Event of
Default hereunder (unless expressly prohibited by applicable law) to set-off and
apply any and all deposits (general or special,  time or demand,  provisional or
final) and other indebtedness at any time held or owing by Administrative  Agent
or any Lender (or any of their  Affiliates)  to or for the credit or the account
of any Borrower against any and all of the indebtedness and monetary obligations
of any Borrower now or hereafter  existing under the Loan Documents or any other
evidence   of   indebtedness   originated,   acquired  or   otherwise   held  by
Administrative Agent or any Lender, irrespective of whether Administrative Agent
or such  Lender  shall have made any demand  under the Loan  Documents  or other
indebtedness  and although such  obligations  may be  unmatured.  Administrative
Agent or such Lender agrees to notify Borrowers within a commercially reasonable
time after any such set-off and application made by Administrative Agent or such
Lender; provided, however, that the failure to give such notice shall not in any
way affect the validity of such set-off and application.

         6.3.  Additional  Rights.  The rights of Administrative  Agent and each
Lender  under this  Article 6 are in addition to the other  rights and  remedies
(including  other rights of set-off) that  Administrative  Agent and Lenders may
have by contract, at law, or otherwise.

                        ARTICLE 7: DEFAULT AND REMEDIES

         7.1.  Events  of  Default.  Each  of the  following  events  separately
constitutes an independent Event of Default hereunder:

                  7.1.1.  Payment  Obligations.  If any  payment  of  principal,
interest,  fees,  expenses,  indemnities or other sums payable to Administrative
Agent or any Lender under any Loan  Document  (including  under any Note) is not
received by Administrative Agent in immediately available funds on the date such
payment is due and payable and such  failure to receive  payment in  immediately
available  funds  continues for a period of five (5) Business Days after the due
date therefor.

                  7.1.2.  Representations and Warranties. If any representation,
warranty or other statement made in any Loan Document, or in any written report,
schedule,  exhibit,  certificate,  agreement,  or other  document given by or on
behalf  of  any  Borrower  or any  other  Obligor  (or


                                      -38-
<PAGE>

otherwise  furnished  in  connection  herewith)  when  made  was  misleading  or
incorrect in any material respect.

                  7.1.3. Financial Covenants. If Borrowers default in or fail to
observe at any time any of the covenants set forth in Section 4.1.

                  7.1.4.  Other Covenants in Loan Documents.  If any Borrower or
any other Obligor  defaults in the full and timely  performance  when due of any
other  covenant or  agreement  contained  in any Loan  Document (or in any other
document or  agreement  now or hereafter  executed or  delivered  in  connection
herewith),  and (other than with respect to Section  4.20) such default  remains
uncured  for a period of ten (10)  Business  Days after the  earlier of the date
that  Administrative  Agent or any Lender  notifies any Borrower  thereof or the
date that any Borrower otherwise acquires knowledge.

                  7.1.5.  Default  Under Other  Agreements  with  Administrative
Agent or Lenders.  If any event of default  (as  described  or defined  therein,
which term shall include any notice and cure periods provided therein) occurs or
exists under the provisions of any other credit agreement,  security  agreement,
mortgage,  deed of trust,  indenture,  debenture,  cash  management  or  account
agreement,  contract,  lease  or  other  agreement  between  any  Borrower,  any
Affiliate of any Borrower or any other Obligor and  Administrative  Agent or any
Lender (or any  Affiliate of  Administrative  Agent or any Lender),  unless such
default  is  waived  by  Administrative   Agent  or  such  Lender  or  cured  to
Administrative Agent's or such Lender's satisfaction.

                  7.1.6.  Default Under Material  Agreements with Other Parties.
(a) If any  Borrower  fails or refuses  to make any  required  payment  (whether
principal,  interest  or  otherwise)  with  respect to any Funded  Debt (or with
respect to any guaranty or  reimbursement  obligation of any such  indebtedness)
prior to the  expiration  of any  applicable  grace  period with respect to such
payment, or (b) if any such indebtedness for borrowed money is accelerated prior
to its express  maturity as a result of any  default  thereunder,  or (c) if any
event of default (as described or defined therein,  which term shall include any
notice and cure periods provided  therein) occurs or exists under the provisions
of any Material  Contract  listed on Schedule 3.8 (or a contract  that should be
listed on Schedule 3.8 under the terms hereof).

                  7.1.7.  Security Interest. If the security interest or lien in
any of the Collateral (with a fair market value exceeding collectively $25,000),
other than Collateral consisting of equity ownership interest in Borrowers or in
subsidiaries or other securities of Borrowers (for which there is no permissible
threshold for  non-compliance),  at any time does not constitute a legal,  valid
and enforceable security interest or lien in favor of Administrative Agent.

                  7.1.8. Change of Control.

                           a. If Access One  ceases to own and  control at least
95% of each class of voting  securities of TOPC and 100% of each class of voting
securities of each other Borrower.

                           b. If Ken  Baritz  or Kevin  Griffo  ceases to hold a
senior  management  position  with  active  involvement  in the  management  and
operations  of each  Borrower,  unless (1) such event is by reason of his or her
death or disability and (2) replacement management arrangements  satisfactory to
Required  Lenders  (in their sole and  absolute  discretion)  are made within 60
calendar


                                      -39-
<PAGE>

days after such death or within 120 calendar days after the commencement of such
period of disability.

                  7.1.9.   Government Action.

                           a. If custody or control of any  substantial  part of
the property of any Borrower is assumed by any governmental  agency or any court
of competent jurisdiction at the instance of any governmental agency.

                           b.  If  any  governmental   regulatory  authority  or
judicial  body  makes  any other  final  non-appealable  determination  that (in
Required Lenders'  reasonable  judgment) could reasonably be expected to have or
cause a Material Adverse Effect.

                  7.1.10.  Insolvency.  If any  Borrower or any holder of equity
interests of any Borrower (whether as common stock, preferred stock, partnership
interest,  membership interest or otherwise) (a) becomes insolvent,  bankrupt or
generally fails to pay its, his or her debts as such debts become due; or (b) is
adjudicated insolvent or bankrupt in any proceeding; or (c) admits in writing an
inability  to pay its, his or her debts;  or (d) comes under the  authority of a
custodian,  receiver or trustee (or one is appointed  for  substantially  all of
its,  his or her  property);  or (e)  makes an  assignment  for the  benefit  of
creditors; or (f) has commenced against it, him or her any proceedings under any
law  related  to  bankruptcy,  insolvency,   liquidation,   dissolution  or  the
reorganization,  readjustment or release of debtors that is either not contested
or if contested is not  dismissed or stayed  within  thirty (30)  calendar  days
after the commencement  thereof;  or (g) commences or institutes any proceedings
under any law related to bankruptcy, insolvency, liquidation, dissolution or the
reorganization,  readjustment  or release of debtors;  or (h) calls a meeting of
creditors  with a view to arranging a composition  or adjustment of debt; or (i)
by  any  act or  failure  to act  that  indicates  consent  to,  approval  of or
acquiescence in any of the foregoing.

                  7.1.11.   Additional  Liabilities.   If  any  judgment,  writ,
warrant,  attachment  or execution or similar  process that calls for payment or
presents  liability in excess of $100,000 is rendered,  issued or levied against
any Borrower or any of its  properties or assets and such liability is not paid,
waived, stayed, vacated,  discharged,  settled, satisfied or fully bonded within
thirty (30) calendar days after it is rendered, issued or levied.

                  7.1.12.  Business  Interruption.  If (a) the operations of any
switch or switch  facility used by any Borrower is  interrupted  or curtailed at
any time for a period in excess of 48 hours (whether or not consecutive)  during
any period of 10 consecutive  calendar days, and a reliable alternative means of
service provision is not established  within such 48 hour period, and the losses
associated  with such  interruption  or  curtailment  are not fully  covered  by
business  interruption  insurance or (ii) the operations of any switch or switch
facility  owned or controlled by any Borrower is interrupted or curtailed at any
time for a period in excess of 48 hours (whether or not consecutive)  during any
period of 10  consecutive  calendar  days and a  reliable  alternative  means of
service provision is not established within such 48 hour period.

                  7.1.13. FCC and Other Regulatory-Action  Defaults. In addition
to the events  described in Section 7.1.9,  (a) if any Official Body  designates
for an evidentiary  hearing any  applications  of any Borrower (or any Affiliate
thereof) requesting any Authorization from such Official Body, any Tariff


                                      -40-
<PAGE>

of any  Borrower,  or any  complaint,  petition  or motion  of any  third  party
affecting  any  requested  or  then-existing  Authorization  of any Borrower and
Required  Lenders  reasonably  believe  that  the  result  thereof  could be the
termination,  revocation,  suspension,  non-renewal  or material  (and  adverse)
modification of any material  Authorization held by any Borrower,  or (b) if any
Official Body terminates,  revokes or substantially  and adversely  modifies any
material Authorization of any Borrower (or any Affiliate thereof), or (c) if any
Official  Body  commences  an  action or  proceeding  seeking  the  termination,
suspension,  revocation,  non-renewal or substantial and adverse modification of
any material Authorization,  or (d) if any material Authorization expires by its
terms and is not renewed in a timely manner, or any material  agreement which is
necessary  to the  operation of any  broadcast  facility,  transmission  site or
switch  facility  expires or is revoked or  terminated  and is not replaced by a
comparable substitute or a substitute reasonably acceptable to Required Lenders.
For  purposes of this Section  7.1.13,  a  "material"  Authorization  is (1) any
License or other  Authorization  issued by the FCC or any State PUC, and (2) any
other  License  or other  Authorization  (alone  or in  conjunction  with  other
Licenses and Authorizations  then subject to any of the circumstances  described
in this Section) the loss of which (in Required  Lenders'  reasonable  judgment)
could reasonably be expected to have or cause a Material Adverse Effect.

                  7.1.14. Material Adverse Change. If Required Lenders determine
in good faith that a Material  Adverse  Change has occurred  with respect to any
Borrower from the condition set forth in the financial  statements  furnished to
Administrative Agent and each Lender for the fiscal year ended immediately prior
to the  Closing  Date,  or from the  condition  of any  Borrower  most  recently
disclosed to Administrative Agent or any Lender in any other manner.

         7.2. Remedies.

                  7.2.1. Acceleration, Termination and Pursuit of Collateral. At
any time  during the  existence  of any Event of  Default,  at the  election  of
Required  Lenders  but with  notice  thereof to a  Borrower  (unless an Event of
Default  described in Section  7.1.10 has occurred,  in which case  acceleration
will occur automatically with respect to the entire indebtedness and without any
notice),   then  Lenders  (a)  may  terminate  any  or  all  Commitments  and/or
Facilities,  and/or (b) may accelerate  the Term Loan Maturity Date,  and/or (c)
may declare all or any portion of the  indebtedness  of any or all  Borrowers to
Lenders (hereunder or otherwise,  and including all principal,  interest,  fees,
expenses and indemnities  hereunder) to be immediately  due and payable.  At any
time during the  existence of any Event of Default,  Lenders and  Administrative
Agent  will  also have the  immediate  right to  enforce  and  realize  upon any
collateral  security granted under any Loan Document in any manner or order that
Required Lenders or Administrative  Agent (at the direction of Required Lenders)
deems  expedient  without  regard to any  equitable  principles of marshaling or
otherwise.

                  7.2.2. Other Remedies.  In addition to the rights and remedies
expressly granted in the Loan Documents,  each Lender and  Administrative  Agent
also will have all other legal and equitable  rights and remedies  granted by or
available  under all  applicable law (including the "self help" and other rights
of a  secured  party  under  the  UCC),  and all  rights  and  remedies  will be
cumulative in nature.

                  7.2.3. Special Regulatory-Related Remedies.



                                      -41-
<PAGE>

                  a. Each Borrower and  Administrative  Agent hereby acknowledge
their intent that,  during the existence of an Event of Default,  to the fullest
extent permitted by applicable law and governmental policy (including the rules,
regulations  and policies of the FCC and each State PUC),  Administrative  Agent
will have all rights  necessary  or  desirable  to obtain,  use and/or  sell the
assets and operations of each Borrower and the other Collateral, and to exercise
all remedies  available to  Administrative  Agent and each Lender under the Loan
Documents,  the Uniform  Commercial Code or other  applicable law. Each Borrower
and  Administrative  Agent agree that,  if any  applicable  law or  governmental
policy  changes  subsequent  to the  date  hereof  that  affects  in any  manner
Administrative  Agent's  rights of access to, or use or sale of, any  Borrower's
assets  or  other  Collateral  (including   Authorizations)  or  the  procedures
necessary to enable Administrative Agent to obtain such rights of access, use or
sale during an Event of Default,  then  Administrative  Agent and each  Borrower
will amend the Loan Documents (in such manner as Administrative Agent reasonably
requests) in order to provide  Administrative  Agent with all such rights to the
greatest extent possible  consistent with  then-applicable  law and governmental
policy.

                  b. Each  Borrower  hereby  agrees  (during the  existence of a
Default) to take any actions that Administrative Agent may reasonably request in
order to enable  Administrative  Agent to receive the full  rights and  benefits
granted to Administrative  Agent and each Lender by the Loan Documents.  Without
limiting the generality of the foregoing, at any time during the existence of an
Event of Default,  at the cost and expense of Borrowers (jointly and severally),
each Borrower will use its best efforts to assist and cooperate in obtaining all
approvals (including all FCC and State PUC approvals) which are then required by
applicable  law or contract for or in connection  with any action or transaction
contemplated by the Loan Documents or the Uniform Commercial Code. Each Borrower
further  agrees,  upon  Administrative  Agent's  request  and at the  expense of
Borrowers (jointly and severally),  at any time during the existence of an Event
of Default, to prepare, sign, file and diligently prosecute (and to use its best
efforts to cause the preparation,  execution, filing and diligent prosecution by
others) with the FCC the assignor's or transferor's  portion of any applications
for consent to the assignment of  Authorizations  or transfer of control thereof
necessary or  appropriate  under the rules of each Official Body for approval of
any sale or  transfer of any  Collateral  or any  Authorization  pursuant to the
exercise  of  Administrative  Agent's  and  Lenders'  remedies  under  the  Loan
Documents. Each Borrower further agrees that, during the existence of a Default,
each  Borrower  will assist and  cooperate  with  Administrative  Agent and each
Lender (and will use its best  efforts to cause  others to assist and  cooperate
with  Administrative  Agent  and each  Lender)  to  ensure  that  each  Borrower
continues  (a) to operate in the normal  course of business,  and (b) to fulfill
all of its legal, regulatory and contractual  obligations,  and (c) to otherwise
be properly and professionally  managed.  At Administrative  Agent's request and
the  expense  of  Borrowers  (jointly  and  severally),  at any time  during the
existence of an Event of Default,  such  assistance and  cooperation may include
the  employment  of (and,  to the maximum  extent not  prohibited  by the rules,
regulations  and  orders  of  the  FCC,  delegation  of  appropriate  management
authority to) one or more qualified and independent consultants and professional
managers acceptable to Administrative  Agent to assist in the interim operations
of Borrowers;  all of which each Borrower  hereby agrees not to challenge.  Each
Borrower  further  consents to (and agrees that it will not  challenge),  at any
time during the  existence  of an Event of Default,  the  transfer of control or
assignment  of  Authorizations   and  other  assets  to  a  receiver,   trustee,
transferee,  or similar official or to any purchaser of the Collateral  pursuant
to any public or private sale,  judicial sale,  foreclosure or exercise of other
remedies  available  to  Administrative  Agent or any  Lender  as  permitted  by
applicable law.



                                      -42-
<PAGE>

                  c.  NOTWITHSTANDING  ANYTHING TO THE CONTRARY CONTAINED IN ANY
LOAN DOCUMENT, neither Administrative Agent nor any Lender nor any Borrower will
take any action  pursuant to the Loan Documents that would  constitute or result
in any assignment of an Authorization or any transfer of control of any Borrower
if such assignment of  Authorization  or transfer of control would require under
then existing law  (including the written rules and  regulations  promulgated by
the FCC) the prior  approval of the FCC or any State PUC,  unless such  approval
has been obtained (as applicable)  from such State PUC (to the extent failure to
obtain such  approval by  Administrative  Agent could  reasonably be expected to
have or cause a Material  Adverse Effect) or from the FCC.  Without limiting the
generality  of  the  foregoing,   Administrative  Agent  and  each  Lender  each
specifically  agrees that (a) voting  rights with respect to the pledged  equity
interests of each  Borrower  will remain with the holders of such voting  rights
during the existence of an Event of Default  unless and until any required prior
approvals  to the  transfer  of  such  voting  rights  have  been  obtained  (as
applicable)  from such State PUC (to the extent  failure to obtain such approval
by Administrative Agent could reasonably be expected to have or cause a Material
Adverse  Effect) or from the FCC,  and (b) during the  existence of any Event of
Default and foreclosure upon the Collateral by Administrative  Agent, there will
be  either a  private  or public  sale of the  Collateral,  and (c) prior to the
exercise of voting rights by the purchaser at any such sale,  any consent of any
State PUC or the FCC required pursuant to any State  Communications  Act (to the
extent  failure to obtain such consent  could  reasonably be expected to have or
cause  a  Material   Adverse   Effect)  or  the   Federal   Communications   Act
(respectively) will be obtained.

         ARTICLE 8: ADMINISTRATIVE AGENT AND RELATIONSHIP AMONG LENDERS

         8.1.  Appointment,  Authorization  and Grant of Authority.  Each Lender
hereby irrevocably  designates and appoints MCG as the  Administrative  Agent of
such Lender to act as specified in this Agreement and the other Loan  Documents,
and each such  Lender  hereby  irrevocably  authorizes  MCG (in its  capacity as
Administrative Agent) to take actions on behalf of such Lender, to exercise such
powers  and to perform  such  other  duties as are  expressly  delegated  to the
Administrative  Agent  by the  terms  of  this  Agreement  and  the  other  Loan
Documents,  together with all such other powers and authority as are  reasonably
incidental  thereto.  Without  limiting the  generality  of the  foregoing,  the
Administrative  Agent (on behalf of each  Lender) is  authorized  (a) to execute
each  Loan  Document  (other  than  this  Agreement,   but  including,   without
limitation,   all  financing  statements,   continuation  statements  and  other
collateral  agreements and documents) for and on behalf of each Lender,  and (b)
to accept each Loan Document and all other agreements,  documents,  instruments,
certificates  and opinions  reasonably  required to implement  the intent of the
parties to this Agreement,  and (c) to file and record all financing statements,
continuation  statements and other collateral agreements and documents,  and (d)
to receive  and  deliver  communications  and  notifications  to Lenders  and to
Borrowers,  and (e) to receive and  distribute  payments  and  Advances  between
Lenders and Borrowers.  The duties and  responsibilities  of the  Administrative
Agent shall be ministerial and  administrative  in nature.  Notwithstanding  any
provision to the contrary in any Loan  Document,  the  Administrative  Agent (a)
shall not have any duties or  responsibilities  other than those  expressly  set
forth in the Loan Documents (which duties and responsibilities  shall be subject
to the limitations and qualifications set forth in this Article),  and (b) shall
not have any fiduciary  relationship with any Lender;  and no implied covenants,
functions,  responsibilities,  duties,  obligations or liabilities shall be read
into the Loan Documents or otherwise exist against the Administrative Agent.



                                      -43-
<PAGE>

         8.2. Acceptance of Appointment. MCG hereby accepts such appointment and
agrees to act as such Administrative Agent upon the express terms and conditions
(but subject to the limitations and qualifications) set forth in this Article.

         8.3. Administrative Agent's Relationship with Borrowers. The provisions
of this  Article  are solely for the  benefit  of the  Administrative  Agent and
Lenders,  and no Borrower shall have any rights as a third party beneficiary (or
otherwise) under this Article.  In performing its functions and duties under the
Loan  Documents,  the  Administrative  Agent shall act solely as an agent of the
Lenders,  and the Administrative  Agent does not assume (and shall not be deemed
to have assumed) any obligation or  relationship  of agency or trust with or for
any Borrower.

         8.4.  Non-Reliance  on  Administrative  Agent and Other  Lenders.  Each
Lender expressly  acknowledges and agrees (a) that the Administrative Agent (and
its directors,  officers,  employees, agents,  attorneys-in-fact and Affiliates)
have not made any  representations  or warranties to such Lender and (b) that no
act  by  the   Administrative   Agent  hereinafter  taken  (including,   without
limitation, any review of the affairs of any Borrower or other Obligor) shall be
deemed to constitute any representation or warranty by the Administrative  Agent
to any  Lender.  Each  Lender  represents  to the  Administrative  Agent that it
(independently  and without any reliance  upon the  Administrative  Agent or any
other Lender,  and based upon such  documents and  information  as it has deemed
necessary or appropriate) has made its own appraisal,  investigation  and credit
analysis of the business,  assets, operations,  properties,  financial and other
condition,  prospects  and  creditworthiness  of each  Borrower  and each  other
Obligor and has made its own decision to make its Loans  hereunder  and to enter
into  this  Agreement.  Each  Lender  also  covenants  and  represents  that  it
(independently  and without any reliance  upon the  Administrative  Agent or any
other Lender,  and based upon such  documents and  information  as it shall deem
necessary  or  appropriate)  will  continue  to make  its own  credit  analysis,
appraisals  and decisions in taking or not taking  action under this  Agreement,
and  will  continue  to  make  such  investigations  as it  deems  necessary  or
appropriate to inform itself as to the business, assets, operations, properties,
financial and other condition,  prospects and  creditworthiness of each Borrower
and each other  Obligor.  Except as  otherwise  expressly  provided  in the Loan
Documents,  the  Administrative  Agent shall not have any duty or responsibility
(a) to keep any Lender  informed  as to the  performance  or  observance  by any
Borrower or any other Obligor of its obligations  under the Loan  Documents,  or
(b) to inspect the books or properties of any Borrower or any other Obligor,  or
(c) to provide any Lender with any credit or other  information  concerning  the
business,  operations,  assets,  properties,   financial  and  other  condition,
prospects or  creditworthiness  of any Borrower or any other  Obligor  which may
come into the  possession of the  Administrative  Agent (or any of its officers,
directors,   employees,   agents,    attorneys-in-fact   or   Affiliates).   The
Administrative  Agent will make  reasonable  efforts  to furnish to the  Lenders
material information  concerning Borrowers of which the Administrative Agent has
actual  knowledge;  however,  in  the  absence  of  gross  negligence,   willful
misconduct or fraud, the Administrative  Agent shall not be liable to any Lender
for any failure to relay or furnish to such Lender any such information.

         8.5. Reliance by Administrative  Agent. The Administrative  Agent shall
be entitled to rely and act (and shall be fully protected in relying and acting)
upon  any  note,  writing,  resolution,  instrument,  report,  notice,  consent,
certificate,  affidavit,  letter, request,  electronic transmission or any other
message, statement, instruction, notice, order or other writing, conversation or
communication  believed by Administrative  Agent in good faith to be genuine and
correct  and to  have  been  signed,  sent or made  by the  proper  Person.  The
Administrative  Agent  shall  not be bound to  ascertain  or


                                      -44-
<PAGE>

inquire as to the  satisfaction,  performance or observance of any of the terms,
provisions,  covenants or  conditions  of or the accuracy of any  statements  or
representations  in any Loan Document by any Borrower or any other Obligor.  The
Administrative  Agent  may deem and treat  the  stated  payee of any Note as the
holder  thereof  for all  purposes  under the Loan  Documents  unless  and until
Administrative  Agent has  received and accepted an  assignment  and  assumption
agreement   relating   thereto  in  form  and   substance   acceptable   to  the
Administrative Agent.

         8.6. Delegation of Duties; Additional Reliance by Administrative Agent.
The Administrative  Agent may consult with, employ and perform any of its duties
under the Loan Document by or through agents, attorneys-in-fact,  legal counsel,
independent public accountants and other experts. The Administrative Agent shall
not be responsible for the negligence or misconduct of any such Persons selected
by Administrative Agent with reasonable care, and the Administrative Agent shall
be fully  protected  in any  action  or  inaction  taken by it in good  faith in
reliance  upon or in  accordance  with the advice or statements of legal counsel
(including, without limitation,  counsel to Borrowers),  independent accountants
and other experts selected by Administrative Agent.

         8.7. Acting on Instructions of Lenders.  The Administrative Agent shall
be entitled  to act or refrain  from  acting  (and shall be fully  protected  in
acting or refraining  from acting) under the Loan Documents in accordance with a
written  request of or  written  instructions  from the  Required  Lenders.  The
Administrative Agent shall also be entitled to refrain from acting (and shall be
fully  protected in  refraining  from acting)  under the Loan  Documents  unless
Administrative  Agent  first (a)  receives  such  advice or  concurrence  of the
Required Lenders as Administrative Agent deems appropriate or (b) is indemnified
to its  satisfaction  by the Lenders  against any and all  liability and expense
which it may incur by reason of taking or  continuing  to take any such  action.
Except as  otherwise  expressly  stated in the Loan  Documents,  any requests or
instructions   by  the   Required   Lenders  (and  any  action  or  inaction  by
Administrative Agent pursuant thereto) shall be binding upon all the Lenders.

         8.8.  Actions  Upon  Occurrence  of Default or Event of  Default.  Each
Lender will use its best efforts to notify the Administrative  Agent immediately
in writing  upon  becoming  aware of the  occurrence  of any Default or Event of
Default.  The  Administrative  Agent  shall not be deemed to have  knowledge  or
notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative  Agent has received notice from a Lender or a Borrower  referring
to this Agreement, describing such Default or Event of Default, and stating that
such notice is a "notice of default".  If the Administrative  Agent receives any
such notice of default, then the Administrative Agent shall use its best efforts
to give notice thereof to each Lender as soon as reasonably practical.  Upon the
occurrence  of any  Default or Event of  Default,  the  Lenders  shall  promptly
consult  with one  another in an  attempt  to agree  upon a mutually  acceptable
course of conduct. In the absence of unanimous agreement among the Lenders as to
the  appropriate  course of conduct,  the  Administrative  Agent shall  exercise
rights and take such other  action on behalf of all Lenders with respect to such
Default or Event of Default as  directed  by the  Required  Lenders.  Unless and
until the  Administrative  Agent shall have  received such  directions  from the
Lenders (or, as applicable,  the Required Lenders), the Administrative Agent may
take (but shall not be  obligated  to take) such  action  (or may  refrain  from
taking  such  action)  with  respect  to such  Default  or Event of  Default  as
Administrative Agent shall deem advisable in the best interest of the Lenders.

         8.9.  Administrative  Agent's Rights as Lender in Individual  Capacity.
The  Administrative  Agent (and its Affiliates) may make loans to, may have cash
management agreements with, may


                                      -45-
<PAGE>

accept deposits from, may issue letter of credit on behalf of, and may otherwise
generally  engage  (and  continue  to engage) in any kind of  business  with any
Borrower  or other  Obligor  as though  the  Administrative  Agent  were not the
Administrative Agent under the Loan Documents. With respect to any Loans made by
Administrative  Agent as a Lender hereunder and all obligations owing to it as a
Lender under the Loan Documents,  the  Administrative  Agent shall have the same
rights,  powers  duties and  obligations  under the Loan  Documents as any other
Lender and may exercise such rights, powers, duties and obligations as though it
were  not  the   Administrative   Agent  hereunder.   To  the  extent  that  the
Administrative  Agent is a Lender hereunder,  the terms "Lender",  "Lenders" and
"Required  Lenders"  shall include the  Administrative  Agent in its  individual
capacity.

         8.10. Advances By Administrative Agent. Unless the Administrative Agent
has been  notified in writing by a Lender prior to the  Settlement  Date for any
Advance or Loan that such Lender will not make the amount  constituting  its Pro
Rata share of such Advance or Loan available to the  Administrative  Agent on or
prior to such  applicable  Settlement  Date, then the  Administrative  Agent may
assume  (but shall not be  required  to assume)  that such Lender will make such
amount available to the Administrative  Agent in immediately  available funds on
or before such  Settlement  Date,  and in  reliance  upon such  assumption,  the
Administrative  Agent may make available to Borrowers a corresponding  amount on
behalf  of such  Lender.  If the  amount  of such  Pro  Rata  share  is not made
available to the Administrative Agent in immediately available funds by a Lender
until after the applicable  Settlement  Date,  then such Lender shall pay to the
Administrative  Agent on demand  and in  immediately  available  funds an amount
equal to the result of the following equation (which shall be in addition to the
amount of such Lender's Pro Rata share of such Advance or Loan):  the product of
(a) the average  (computed for the period  determined under clause (c) below) of
the  weighted  average  interest  rate for Federal  Funds as  determined  by the
Administrative Agent during each day included in such period,  multiplied by (b)
the amount of such  Lender's Pro Rata share of such Advance or Loan,  multiplied
by (c) a fraction (i) the  numerator of which is the number of days that elapsed
from and including such  Settlement Date to and including the date on which such
Lender's  Pro Rata share of such  Advance or Loan is  actually  received  by the
Administrative Agent in immediately  available funds and (ii) the denominator of
which is 360. A statement from the Administrative  Agent submitted to any Lender
with respect to any amounts owing under this Section shall be conclusive (absent
manifest  error)  as to the  amount  owed to the  Administrative  Agent  by such
Lender.  If such  Lender's  Pro  Rata  share  is not  actually  received  by the
Administrative  Agent in immediately  available  funds within three (3) Business
Days after the  applicable  Settlement  Date for such Advance or Loan,  then the
Administrative  Agent shall be entitled to recover from such Lender,  on demand,
the amount of such Pro Rata  share with  interest  thereon  for the entire  such
period since such  Settlement  Date at the highest  interest rate per annum then
applicable under the Facilities.

         8.11.  Payments  to  Lenders.  Promptly  after  receipt in  immediately
available funds from Borrowers of any payment of principal, interest or any fees
or other amounts due to any Lender under the Loan Documents,  the Administrative
Agent shall distribute to each Lender that Lender's Pro Rata share of such funds
so received.

         8.12.  Pro-Rata  Sharing of Setoff  Proceeds.  Any sums obtained by the
Administrative  Agent or any Lender from any Borrower or other Obligor by reason
of any  exercise of a right of setoff or banker's  lien shall be shared Pro Rata
among Lenders.  Notwithstanding the foregoing,  neither the Administrative Agent
nor any Lender shall be required to so share with any other  Lender  collections
from any Borrower or other Obligor specifically  relating to (or the proceeds of
any item of  collateral


                                      -46-
<PAGE>

that is not subject to the Loan Documents) any other  indebtedness  (i.e.  other
than indebtedness under the Loan Documents) of such Borrower or other Obligor to
the Administrative Agent or such Lender.

         8.13.   Limitation   on  Liability   of   Administrative   Agent.   The
Administrative   Agent  (and  its  directors,   officers,   employees,   agents,
attorneys-in-fact  and  Affiliates)  shall not be liable to any  Lender  for any
action  taken or inaction  by  Administrative  Agent or such Person  under or in
connection  with any Loan Document,  except to the extent of foreseeable  actual
loses resulting directly and exclusively from  Administrative  Agent's own gross
negligence,  willful misconduct or fraud. Without limiting the generality of the
foregoing,  the Administrative  Agent (and its directors,  officers,  employees,
agents,  attorneys-in-fact  and Affiliates) shall not be liable,  responsible or
have  any  duty  with  respect  to any of the  following:  (a) the  genuineness,
execution,    authorization,     validity,    effectiveness,     enforceability,
collectibility,   value  or  sufficiency  of  any  Loan  Document,  or  (b)  the
collectibility  of any  amount  owed by any  Obligor to any  Lender,  or (c) the
accuracy, completeness or truthfulness of any recital, statement, representation
or warranty made to the Administrative Agent or to any Lender in connection with
any Loan Document or other certificate,  affidavit,  report, opinion,  financial
statement,  document  or  instrument  executed  or  furnished  pursuant to or in
connection  with any Loan Document,  or (d) any failure of any Person to receive
any  notice  or  communication  due  such  Person  under  any Loan  Document  or
applicable law, or (e) the assets, liabilities,  financial condition, results of
operations, business, prospects or creditworthiness of any Borrower or any other
Obligor,  or (f) ascertaining or inquiring into the satisfaction,  observance or
performance  of any  condition,  covenant  or  agreement  in any  Loan  Document
(including, without limitation, the use of proceeds by any Borrower), or (g) the
inspection  of any  books,  records or  properties  of any  Obligor,  or (h) the
existence or possible existence of any Default or Event of Default.

         8.14.  Indemnification.  To the extent that  Borrowers  do not actually
reimburse,  indemnify or hold harmless  Administrative Agent (in accordance with
Section  10.1  hereof),  then each Lender  hereby  agrees on a Pro Rata basis to
indemnify  and hold  harmless  the  Administrative  Agent  (and  its  directors,
officers, employees, agents,  attorneys-in-fact and Affiliates) from and against
any and all  liabilities,  obligations,  losses,  damages,  penalties,  actions,
judgments,  suits,  costs,  reasonable  expenses  or  disbursements  of any kind
whatsoever  that  at any  time  (including,  without  limitation,  at  any  time
following the payment of the Obligations of Borrowers  hereunder) may be imposed
upon,  incurred  by  or  asserted  against  the  Administrative  Agent  (or  its
directors, officers, employees, agents,  attorneys-in-fact or Affiliates) in its
capacity as such in any way relating to or arising out of any Loan Document,  or
the  transactions  contemplated  hereby or any action or  inaction  taken by the
Administrative Agent under or in connection with any of the foregoing;  provided
that no Lender shall be liable to the  Administrative  Agent (or its  directors,
officers, employees, agents, attorneys-in-fact or Affiliates) for the payment of
any  portion  of such  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits, costs, expenses or disbursements resulting directly
and exclusively from the gross  negligence,  willful  misconduct or fraud of the
Administrative Agent. If any indemnity furnished to the Administrative Agent (or
its directors, officers, employees, agents, attorneys-in-fact or Affiliates) for
any purpose (in the opinion of the  Administrative  Agent) shall be insufficient
or  become  impaired,  then the  Administrative  Agent  may  require  additional
indemnity and cease (or not commence) to do the acts  indemnified  against until
such additional indemnity is furnished to the satisfaction of the Administrative
Agent.  The agreement in this Section shall survive the payment of all Advances,
Loans, fees and other Obligations of each Borrower arising hereunder.



                                      -47-
<PAGE>

         8.15. Resignation;  Successor  Administrative Agent. The Administrative
Agent  at any  time  may  resign  as the  Administrative  Agent  under  the Loan
Documents by giving the Lenders and Borrowers written notice thereof at least 10
Business  Days prior to the  effective  date of such  resignation.  During  such
notice  period,  the Required  Lenders  shall appoint (from among the Lenders) a
successor  Administrative Agent for the Lenders,  subject to the consent of each
Lender  (such  approval or consent,  as the case may be, not to be  unreasonably
withheld,  delayed or conditioned) and concurrent notice to the Borrowers.  Upon
acceptance of such appointment by such successor agent, (a) such successor agent
shall succeed to the rights,  powers and duties of the Administrative Agent, and
(b) the term "Administrative Agent" shall include such successor agent effective
upon its  appointment,  and (c) the  resigning  Administrative  Agent's  rights,
powers and duties as the Administrative  Agent shall be terminated,  all without
any other or further act or deed on the part of such former Administrative Agent
or any of the  parties to the Loan  Documents.  Notwithstanding  the  foregoing,
after the  effectiveness  of the resigning  Administrative  Agent's  resignation
hereunder as the  Administrative  Agent,  the  provisions  of this Article shall
continue to inure to its benefit as to any actions  taken or omitted to be taken
by it while it was Administrative Agent under the Loan Documents.

                ARTICLE 9: DEFINITIONS AND RULES OF CONSTRUCTION

         9.1.  Definitions.  When used in this  Agreement,  the following  terms
shall have the respective meanings set forth below:

                  9.1.1. "Access Lines" means active voice digital service level
(DS0) equivalent business lines and residential lines.

                  9.1.2.  "Account"  means, at any relevant time, the designated
or principal deposit account of Borrowers at  Administrative  Agent for purposes
of effecting transactions hereunder.

                  9.1.3.  "Adjusted LIBO Rate" means the rate per annum (rounded
upwards,  if necessary,  to the next 1/100th of 1%) determined by Administrative
Agent pursuant to the following formula:

                                            LIBO Rate
              Adjusted LIBO Rate =    ----------------------
                                      1 - Reserve Percentage

For purposes of this calculation, "LIBO Rate" means the London Interbank Offered
Rate per annum (determined by Administrative  Agent) two (2) Business Days prior
to the first day of any  Interest  Period  for which the  Adjusted  LIBO Rate is
applicable  as published by Reuters  Monitor Money Rate Service and displayed on
the LIBO page as the "Libo  Rate"  (or,  if Reuters  is not  available,  then as
published by Bloomberg or Dow  Jones-Telerate  and displayed on page 3750 as the
BBA LIBOR) (or, in any such  instance,  as  published  by such other  service or
displayed on such other page as may replace such service or page for the purpose
of  displaying  rates or  prices  comparable  to the  designated  rate)  for the
offering of dollar deposits by leading banks in the London  interbank market for
a period of approximately 3 months and in an amount  approximately  equal to the
amount outstanding hereunder to which such LIBO Rate will be applicable. If more
than one such rate is displayed on such page or its  replacement,  then the LIBO
Rate will be the arithmetic  mean of such displayed  rates.  If the first day of
the applicable  Interest  Period is not a Business Day, then the applicable LIBO
Rate


                                      -48-
<PAGE>

will be the rate in  effect  on the  immediately  preceding  Business  Day.  For
purposes  of  this  calculation,  "Reserve  Percentage"  means  that  percentage
(expressed  as a decimal)  prescribed by the FRB (or any other  governmental  or
administrative  agency  or  funding  source  to  which  Administrative  Agent is
subject)  for  determining  the  reserve  requirements   (including  any  basic,
supplemental,  marginal or emergency reserves) for deposits of U.S. Dollars with
maturities  of comparable  duration in a non-U.S.  or an  international  banking
office.

                  9.1.4.  "Adjusted Qualifying  Collections" has the meaning set
forth in Section 1.7.

                  9.1.5. "Administrative Agent" means MCG Finance Corporation or
any successor, assignee, pledgee or other transferee of Administrative Agent.

                  9.1.6.   "Advance"  means  any  advance  of  funds  under  any
Facility.

                  9.1.7.  "Advance Request" has the meaning set forth in Section
1.4.1.

                  9.1.8.  "Affiliate"  of any  Person  or  entity  means (a) any
Person directly or indirectly  owning,  controlling or holding 5% or more of the
outstanding  beneficial  interest in such person or entity, or (b) any Person as
to which such other Person or entity  directly or indirectly  owns,  controls or
holds  5% or more of the  outstanding  beneficial  interest,  or (c) any  Person
directly or indirectly controlling,  controlled by, or under common control with
such other person or entity, or (d) any officer,  director, partner or member of
such  Person,  but such  term  with  respect  to  Access  One  does not  include
Administrative Agent or any Lender.

                  9.1.9.  "Aggregate  Attrition  Rate" means for the immediately
preceding  calendar month  (measured as a percentage) the total number of Access
Lines deactivated or disconnected  during such month divided by the total number
of  Access  Lines  as of  the  beginning  of  such  month.  Notwithstanding  the
foregoing,  for  the  purpose  of  calculating  the  Aggregate  Attrition  Rate,
Customers acquired by a Borrower that never purchase services from such Borrower
shall not be included  (provided  that such  Borrower  receives a  corresponding
adjustment to the acquisition purchase price).

                  9.1.10.  "Aggregate  Bad Debt Rate" means for the  immediately
preceding  calendar month  (measured as a percentage) the amount of bad debts of
Customers expensed in accordance with GAAP divided by Revenues.

                  9.1.11.  "Agreement" means this Credit Facility  Agreement and
all the  exhibits  and  schedules  hereto,  all as may be amended and  otherwise
modified from time to time hereafter.

                  9.1.12.  "Attrition Rate" means for the immediately  preceding
calendar  month  (measured as a percentage)  the total number of Access Lines of
Long Term Customers deactivated or disconnected during such month divided by the
total number of Access Lines of Long Term  Customers as of the beginning of such
month.  Notwithstanding  the  foregoing,  for the  purpose  of  calculating  the
Attrition Rate,  Customers  acquired by a Borrower that never purchase  services
from such Borrower shall not be included (provided that such Borrower receives a
corresponding adjustment to the acquisition purchase price).

                  9.1.13.  "Authorized  Officer" means any officer,  employee or
representative  of such  organization who is expressly  designated as such or is
otherwise authorized to borrow funds hereunder


                                      -49-
<PAGE>

or, as appropriate, to sign loan documents and/or deliver certificates on behalf
of such  organization  pursuant to the  provisions of such  organization's  most
recent resolution on file with Administrative Agent.

                  9.1.14.   "Authorization"   means   any   License   or   other
governmental permit, certificate and/or approval issued by any Official Body.

                  9.1.15.  "Available  Credit Portion" means that portion of the
Term Loan  Commitment  that is generally  available  in the ordinary  course for
borrowing at any time under the Term Loan Facility, as such amount is determined
in accordance with Section 1.3.

                  9.1.16.  "Bad  Debts"  means  for  the  immediately  preceding
calendar month  (measured as a percentage)  the amount of bad debts of Long Term
Customers that are expensed in accordance with GAAP divided by Revenues  derived
from Long Term Customers.

                  9.1.17. "Borrower" means,  individually and collectively,  the
following:

                       a.  Access  One   Communications   Corp.,  a  New  Jersey
                           corporation, having its principal and chief executive
                           office at the address specified in the Notice Section
                           hereof,  or  any  successor  or  authorized  assignee
                           thereof, and

                       b.  The Other Phone Company, Inc., a Florida corporation,
                           having its  principal and chief  executive  office at
                           the address  specified in the Notice Section  hereof,
                           or any successor or authorized assignee thereof,  and

                       c.  Any  other  entity  subsequently  added  hereto  as a
                           Borrower  hereunder,  or any  successor or authorized
                           assignee thereof.

                  9.1.18. "Business Day" means any day that is not a Saturday, a
Sunday or a day on which  banks under the laws of the  Commonwealth  of Virginia
(or,  with respect to certain LIBO Rate matters,  banks in London,  England) are
authorized or required to be closed.

                  9.1.19.  "Capital Expenditures" means expenditures (a) for any
fixed assets or improvements,  replacements,  substitutions or additions thereto
that have a useful life of more than one (1) year,  including direct or indirect
acquisition of such assets or (b) for any Capital Leases.

                  9.1.20. "Capital Leases" means capital leases and subleases as
defined in the  Financial  Accounting  Standards  Board  Statement  of Financial
Accounting  Standards  No. 13 dated  November  1976 (as amended and updated from
time to time).

                  9.1.21.  "Closing Date" means the date on which all conditions
precedent to the  effectiveness  of this  Agreement  under Section 2.1 have been
satisfied or waived by Lenders.

                  9.1.22.  "Code"  means the Internal  Revenue Code of 1986,  as
amended.



                                      -50-
<PAGE>

                  9.1.23.  "Collateral" means the collateral  security committed
to Administrative  Agent under the Collateral Security Documents executed by any
Borrower or any other Obligor in favor of Administrative  Agent pursuant to this
Agreement from time to time and/or pursuant to all similar or related  documents
and agreements from time to time, all as amended from time to time.

                  9.1.24.  "Collateral  Security Documents" means,  individually
and collectively, (a) the Security Agreements and the financing statements filed
pursuant  thereto,  and (b) the  Pledge  and  Security  Agreements,  and (c) any
additional  documents   guaranteeing   indebtedness,   assuring  performance  of
obligations,  subordinating indebtedness,  or granting security or Collateral to
Administrative Agent hereunder, all as amended from time to time.

                  9.1.25.  "Collections"  means  collections  of Borrowers (on a
consolidated  basis) for services  provided which have been received,  deposited
and updated to Borrowers' billing and accounting  systems.  Notwithstanding  the
foregoing,  (a) for calendar  month June 1999 and July 1999,  Collections  shall
mean billings of Borrowers for the immediately preceding calendar month plus 90%
of the revenue of Espire for the immediately preceding calendar month (if Espire
has been  acquired  by a  Borrower  prior to such  time) and (b) for the  period
beginning  August 1, 1999 and ending December 10, 1999,  Collections  shall mean
billings of Borrowers for the immediately preceding calendar month.

                  9.1.26.  "Commitment" means any commitment for credit pursuant
to a Facility established hereunder.

                  9.1.27.  "Commitment  Percentage"  means, with respect to each
Lender,  that  portion  of the  total  Commitments  as to which  such  Lender is
obligated.

                  9.1.28.  "Cumulative  OCF"  means OCF (as  defined  herein) as
measured  from  January 1 of any given  calendar  year to the  relevant  date of
measurement during such calendar year.

                  9.1.29.  "Customers" means any Person who is a paying customer
of Borrowers' telecommunications services.

                  9.1.30.  "Default" means any event or  circumstance  that with
the  giving  of notice  or the  passage  of time  would  constitute  an Event of
Default. The term Default shall include any Event of Default arising therefrom.

                  9.1.31.  "Deferred  Interest"  has the  meaning  set  forth in
Section 1.1.5.

                  9.1.32. "Dollar" or "$" means U.S. dollars.

                  9.1.33. "EBITDA" means, at the time of any determination,  the
sum of the following items for Borrowers  during the immediately  preceding four
fiscal quarter period:

                       a.  Net  income   from   continuing   operations   (on  a
                           consolidated  basis)  during  such  period  --  i.e.,
                           excluding  extraordinary  gains and income  items and
                           the  cumulative  effect  of  accounting   changes  --
                           determined in accordance with GAAP, and



                                      -51-
<PAGE>

                       b.  Plus  Interest   Expense  during  such  period,   but
                           subtract  interest income accrued during such period,
                           and

                       c.  Plus  federal and state income taxes paid or required
                           to be paid during such period and, and

                       d.  Plus  depreciation  permitted  under GAAP during such
                           period, and

                       e.  Plus amortization expense permitted under GAAP during
                           such period.

For purposes of this calculation,  interest shall include interest accrued under
Capital Leases, determined in accordance with GAAP.

                  9.1.34.   "Employment   Agreements"   means   the   Employment
Agreements  dated as of June 30, 1999 between  Borrowers  and each of Ken Baritz
and Kevin Griffo.

                  9.1.35.  "Environmental  Control  Statutes" means all federal,
state and local laws,  rules,  ordinances and regulations (as implemented and as
interpreted) governing the control,  removal,  storage,  transportation,  spill,
release or  discharge of hazardous or toxic  wastes,  substances  and  petroleum
products,  including  as provided  in the  provisions  of (a) the  Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980, as amended by
the Superfund Amendment and Reauthorization Act of 1986, and (b) the Solid Waste
Disposal  Act,  and (c) the Clean Water Act,  and (d) the Clean Air Act, and (e)
the Hazardous Materials  Transportation  Act, and (f) the Resource  Conservation
and  Recovery  Act of 1976,  and (g) the  Federal  Water  Pollution  Control Act
Amendments of 1972,  and (h) the rules,  regulations  and ordinances of the EPA,
and any departments of health  services,  regional water quality control boards,
state  water  resources  control  boards,  and/or  cities  in which  any of such
Borrower's assets are located.

                  9.1.36. "EPA" means the United States Environmental Protection
Agency or any other entity that succeeds to its responsibilities and powers.

                  9.1.37.  "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended, and as implemented and interpreted.

                  9.1.38.  "ERISA  Affiliate" means any company,  whether or not
incorporated,  which is considered a single  employer with Borrower under Titles
I, II and IV of ERISA.

                  9.1.39.  "Espire Note" means the  Promissory  Note dated as of
April 16,  1999 by Access One in favor of e.spire  Communications,  Inc.  in the
original  principal amount of $1,350,000,  as amended from time to time with the
consent of Required Lenders.

                  9.1.40. "Espire" means e.spire  Communications,  Inc., and its
successors and assigns.

                  9.1.41.  "Event of Default" means each of the events described
in Section 7.1.

                  9.1.42. "Facility" means any credit facility established under
Article 1.



                                      -52-
<PAGE>

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

                  9.1.44.  "Federal Communications Act" means the Communications
Act of 1934, as amended,  and as implemented  by the FCC and  interpreted by the
FCC or any court of competent jurisdiction.

                  9.1.45.  "Final  Term Draw Date" has the  meaning set forth in
Section  1.1.1,  as may be  extended  from  time to time in  Lenders'  sole  and
absolute discretion.

                  9.1.46.  "FRB"  means the Board of  Governors  of the  Federal
Reserve   System  or  any  other   entity  or  agency   that   succeeds  to  its
responsibilities and powers.

                  9.1.47. "Funded Debt" means, at the time of any determination,
the  aggregate   principal  amount  of  indebtedness  of  all  Borrowers  (on  a
consolidated basis) for the following:

                       a.  Borrowed money (including the indebtedness  under the
                           Loan Documents and the Espire Note, but not including
                           trade  indebtedness  permitted  under Section 5.2.b),
                           and

                       b.  Installment  purchases of real or personal  property,
                           and

                       c.  Subordinated Indebtedness, and

                       d.  Capital Leases, and

                       e.  Deferred    purchase   price   in   connection   with
                           acquisitions, and

                       f.  Reimbursement  obligations  under  letters of credit,
                           and

                       g.  Any  indebtedness or contractual  payment  obligation
                           that is not paid within 75  calendar  days of the due
                           date therefor, and

                       h.  Any indebtedness evidenced by a promissory note, and

                       i.  Guaranties of indebtedness and obligations that would
                           constitute  Funded  Debt  hereunder  if  the  primary
                           obligor thereof were a Borrower, and

                       j.  Indebtedness  otherwise  required  to be  included as
                           part of "Funded Debt" under Section 5.2.

                  9.1.48.  "GAAP" means generally accepted accounting principles
applied  on a  consistent  basis set  forth in the  Opinions  of the  Accounting
Principles  Board of the  American  Institute of  Certified  Public  Accountants
and/or in statements of the Financial  Accounting Standards Board and/or in such
other  statements by such other entity as  Administrative  Agent may  reasonably
approve,  which are applicable in the  circumstances as of the date in question,
and the requirement  that such principles be applied on a consistent basis shall
mean that the accounting  principles observed in a current period are comparable
in all material respects to those applied in preceding periods.



                                      -53-
<PAGE>

                  9.1.49.  "Gross Profit Margin" means gross profit margin under
and defined in accordance with GAAP.

                  9.1.50.  "Hazardous  Materials"  includes  (a) any  "hazardous
waste" as defined by the  Resource  Conservation  and  Recovery  Act of 1976 (42
U.S.C.  Section  6901 et seq.),  as amended from time to time,  and  regulations
promulgated  thereunder;  or (b) any  "hazardous  substance"  as  defined by the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C.  Section  9601 et seq.),  as amended from time to time,  and  regulations
promulgated thereunder;  or (c) any other substance the use or presence of which
on, in,  under or above any real  property  ever  owned,  controlled  or used by
Borrower is similarly  regulated or  prohibited  by any federal,  state or local
law,  rule,  ordinance,  regulation  or  decree  of any  court  or  governmental
authority as a hazardous material.

                  9.1.51.   "Interest   Expense"  means,  at  the  time  of  any
determination, the amount of interest and other finance charges of Borrowers (on
a consolidated basis) required to be charged as an expense under GAAP during the
relevant  four  consecutive  fiscal  quarter  period  (including  the fees under
Section 1.7 and any other such  charges with  respect to any Funded  Debt).  For
purposes of this  calculation,  interest includes interest accrued under Capital
Leases.

                  9.1.52.  "Interest Period" means (a) with respect to the Prime
Rate,  a period of one (1)  Business  Day,  and (b) with respect to the Adjusted
LIBO Rate, a period of 3 months duration commencing initially on the date of the
relevant Advance and ending 3 months thereafter and (after such initial Interest
Period)  commencing  on  the  day  immediately  following  the  last  day of the
preceding  Interest  Period  and  ending  on  the  corresponding  day  3  months
thereafter.

                  9.1.53.  "Lender" means,  individually and  collectively,  the
following:

                       a.  MCG Finance  Corporation or any successor,  assignee,
                           participant,  pledgee  or  other  transferee  of such
                           Lender hereunder, and

                       b.  Any  other  entity  subsequently  added  hereto  as a
                           Lender   hereunder,   or  any  successor,   assignee,
                           participant or other transferee thereof.

                  9.1.54.  "Leverage  Ratio"  means a ratio of Funded Debt as of
the end of each  calendar  month to  Qualifying  Collections  for such  calendar
month.

                  9.1.55.   "LIBO  Rate"  has  the  meaning  set  forth  in  the
definition of "Adjusted LIBO Rate".

                  9.1.56.  "License"  means any  authorization,  construction or
other permit, consent, franchise, ordinance, registration, certificate, license,
call sign, frequency  designation,  agreement or other right filed with, granted
by, issued by or entered into with any Official Body.

                  9.1.57. "Lien" means any security interest,  mortgage, pledge,
hypothecation,  assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise),  reversionary or reclamation interest, charge against or interest in
property to secure  payment of a debt or  performance  of an obligation or other
priority or preferential arrangement of any kind or nature whatsoever.

                  9.1.58. "LLC" means a limited liability company.



                                      -54-
<PAGE>

                  9.1.59.  "Loan"  means any loan or Advance of funds  under any
Facility as well as any other  credit  extended by  Administrative  Agent or any
Lender to any Borrower under this Agreement.

                  9.1.60. "Loan Documents" means this Agreement,  any Notes, the
Collateral   Security   Documents  and  any  other  documents,   agreements  and
certificates  entered into or delivered in  connection  herewith or therewith or
pursuant  hereto or thereto,  all as may be amended,  modified and  supplemented
from time to time.

                  9.1.61.   "Local   Authorities"   means,    individually   and
collectively,  the state and local  governmental  authorities  that  govern  the
activities of any Borrower.

                  9.1.62.  "Long Term  Customers"  means Customers who have been
Customers for at least the immediately preceding 90 consecutive calendar days.

                  9.1.63.  "Margin  Regulation"  has the  meaning  set  forth in
Section 3.17.

                  9.1.64.  "Margin  Stock" has the  meaning set forth in Section
3.17.

                  9.1.65. "Material Adverse Change" means any change that has or
causes or could  reasonably  be  expected  to have or cause a  Material  Adverse
Effect.

                  9.1.66.  "Material  Adverse  Effect"  means,  relative  to any
occurrence  of  whatever  nature  (including  any adverse  determination  in any
litigation,   arbitration,  or  governmental  investigation  or  proceeding),  a
material adverse change to, or, as the case may be, a materially  adverse effect
on:

                       a.  The business, assets, revenues,  financial condition,
                           operations,  Collateral  or prospects of any Borrower
                           or other Obligor; or

                       b.  The  ability of any  Borrower  to perform  any of its
                           payment  obligations when due or to perform any other
                           material obligations under any Loan Document; or

                       c.  Any right, remedy or benefit of Administrative  Agent
                           or any Lender under any Loan Document.

                  9.1.67.  "Material  Contract"  has the  meaning  set  forth in
Section 3.8.

                  9.1.68.  "MCG"  means  MCG  Finance  Corporation,  a  Delaware
corporation,  or any  successor  or  assignee  thereof,  having an office at the
address  specified in the Notice  Section  hereof,  and which is  Administrative
Agent and a Lender hereunder at the time of execution hereof.

                  9.1.69.  "Notes" means,  individually and  collectively,  each
promissory  note  delivered  to each Lender  pursuant to any Loan  Document  and
evidencing any indebtedness to such Lender under the Loan Documents (each as may
be amended, modified, supplemented, restated, extended, renewed or replaced from
time to time).



                                      -55-
<PAGE>

                  9.1.70.  "Obligations"  means  all  of  the  indebtedness  and
obligations  (monetary  or  otherwise)  of any  Borrower  and any other  Obligor
arising  under  or  in  connection  with  any  Loan  Document  as  well  as  all
indebtedness  and  obligations  (monetary or  otherwise) of any Affiliate of any
Borrower or other  Obligor  arising  under or in  connection  with any agreement
between  any such  Affiliate  and  Administrative  Agent or any  Lender  (or any
Affiliate of Administrative Agent or any Lender).

                  9.1.71.  "Obligor"  means each  Borrower  or any other  Person
(other than Administrative Agent and Lenders) obligated under any Loan Document.

                  9.1.72.  "OCF" (or "Operating  Cash Flow") has the meaning set
forth in the definition of EBITDA.

                  9.1.73.  "Official Body" means any federal,  state,  local, or
other  government  (or any political  subdivision,  agency,  authority,  bureau,
commission,  department  or  instrumentality  thereof) and any court,  tribunal,
grand jury or arbitrator, in each instance whether foreign or domestic.

                  9.1.74.  "Operating Agreement" means any consulting agreement,
management agreement,  employment agreement, cost allocation agreement, or other
similar agreement relating to the operations of any Borrower.

                  9.1.75. "Option" has the meaning set forth in Section 1.7.

                  9.1.76.  "Organic Document" means, relative to any entity, its
certificate  and  articles  of  incorporation  or  organization,  its by-laws or
operating  agreements,  and all equityholder  agreements,  voting agreements and
similar  arrangements  applicable  to any of its  authorized  shares of  capital
stock,  its  partnership  interests  or its  member  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).

                  9.1.77. "PBGC" means the Pension Benefits Guaranty Corporation
or any other  entity that  succeeds  to its  responsibilities  and powers  under
ERISA.

                  9.1.78.  "Permitted  Guaranties"  has the meaning set forth in
Section 5.3.

                  9.1.79.  "Permitted Indebtedness" has the meaning set forth in
Section 5.2.

                  9.1.80.  "Permitted  Investments" has the meaning set forth in
Section 5.7.

                  9.1.81. "Permitted Liens" has the meaning set forth in Section
5.5.

                  9.1.82. "Permitted Loans" has the meaning set forth in Section
5.4.

                  9.1.83.  "Permitted  Transfers"  has the  meaning set forth in
Section 5.6.

                  9.1.84. "Person" means any natural person,  corporation,  LLC,
partnership,  firm, association,  trust, government,  governmental agency or any
other entity, whether acting in an individual, fiduciary or other capacity.



                                      -56-
<PAGE>

                  9.1.85.  "Plan" means any pension  benefit or welfare  benefit
plan as defined in Sections 3(1), (2) or (3) of ERISA covering  employees of any
Borrower or any ERISA Affiliate of any Borrower.

                  9.1.86.  "Pledge and Security Agreements" means,  individually
and collectively,  each pledge and security agreement relating to a pledge of an
equity  interest  in  an  enterprise  (all  as  may  be  amended,  modified  and
supplemented  from time to time)  required to be executed and delivered in favor
of Administrative Agent pursuant to the Loan Documents.

                  9.1.87.   "Portion"   means  a   designated   portion  of  the
indebtedness  hereunder as to which a specified Rate Index (and a  corresponding
Rate Margin) has been selected or deemed to be applicable.

                  9.1.88.  "Prime  Rate" means a variable  rate of interest  per
annum equal to the rate of interest from time to time  published by the Board of
Governors of the Federal Reserve System in Federal Reserve  statistical  release
H.15 (519) entitled  "Selected  Interest Rates" as the Bank prime loan rate. The
Prime Rate also includes rates  published in any successor  publications  of the
Federal Reserve System reporting the Bank prime loan rate or its equivalent.  In
the event that the Board of Governors of the Federal  Reserve  System  ceases to
publish a Bank prime loan rate or equivalent, the term "Prime Rate" shall mean a
variable  rate of interest  per annum equal to the highest of the "prime  rate,"
"reference   rate,"  "base  rate"  or  other   similar  rate  as  determined  by
Administrative  Agent announced from time to time by any of First Union National
Bank,  NationsBank,  the Chase  Manhattan  Bank or  Citibank,  N.A.  Such  term,
however,  does not necessarily mean  Administrative  Agent's best or lowest rate
available.

                  9.1.89.  "Pro Rata" means from or to each Lender in proportion
to its Commitment Percentage.

                  9.1.90.   "Qualifying  Collections"  means,  at  the  time  of
measurement,  Collections for the preceding calendar month for services provided
during that  calendar  month (a) minus  Collections  for  non-telecommunications
services,  and (b)  minus  Collections  for  non-recurring  services  (including
activation  fees,   installation  fees  and  equipment  sales),  and  (c)  minus
Collections as to which a Borrower does not have all necessary Authorizations in
order to collect  such  amounts,  and (d) minus  Collections  for taxes or other
similar items,  and (e) minus  Collections  deemed by Required Lenders (in their
reasonable opinion) to otherwise be non-qualifying collections.

                  9.1.91.  "Rate  Index"  has the  meaning  set forth in Section
1.1.5.

                  9.1.92.  "Rate  Margin"  has the  meaning set forth in Section
1.1.5.

                  9.1.93.  "Required  Lender" means Lenders holding at least 66%
of the aggregate  outstanding  principal amount of the Loans (or, if no Loans at
the time of such  determination  are  outstanding,  then Lenders  obligated with
respect to at least 66% of the Commitments).

                  9.1.94.  "Reserve Percentage" has the meaning set forth in the
definition of "Adjusted LIBO Rate".



                                      -57-
<PAGE>

                  9.1.95.   "Revenue"   means   revenue  of   Borrowers   (on  a
consolidated basis) as determined in accordance with GAAP.

                  9.1.96.  "SEC" means the Securities and Exchange Commission or
any other entity that succeeds to its responsibilities and powers.

                  9.1.97. "Securities Acts" means, collectively,  the Securities
Act of 1933 and the  Securities  Exchange Act of 1934,  each as amended,  and as
implemented  by the SEC and  interpreted  by the SEC or any  court of  competent
jurisdiction.

                  9.1.98.  "Security  Agreements"  means,   collectively,   each
security  agreement (as may be amended,  modified and supplemented  from time to
time)  required to be executed and  delivered in favor of  Administrative  Agent
pursuant to Article 2, and any other security agreement required or delivered in
connection  with  the  Loan  Documents,   including  any  intellectual  property
assignments or security  agreements required to be delivered pursuant to Article
2.

                  9.1.99.  "Settlement  Date" means, with respect to any Advance
hereunder, the date on which funds are advanced by Administrative Agent.

                  9.1.100.  "SIRCO"  means  SIRCO  International  Corp.  and its
successors and assigns.

                  9.1.101.  "State  Communications  Acts"  means the laws of any
state in  which  any  Borrower  does  business  that  govern  the  provision  of
communications  services  offered or performed by any Borrower within such state
and are  applicable  to such  Borrower,  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.

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

                  9.1.103.  "Subordinated  Indebtedness"  means all indebtedness
and monetary  obligations of any Borrower  (other than  indebtedness in favor of
Administrative  Agent or any Lender or indebtedness  and  obligations  expressly
excluded therefrom by Required Lenders),  including all indebtedness  treated or
defined  as  "Subordinated   Indebtedness"  under  any  separate   Subordination
Agreement  by and among a Borrower,  Administrative  Agent and  another  Person.
Notwithstanding  the foregoing,  the term  "Subordinated  Indebtedness"  (unless
Required  Lenders  otherwise  require) does not include  indebtedness  permitted
under Section 5.2.a or 5.2.b or (to the extent  consistent  with Section  5.5.b)
under Section 5.2.c or 5.2.d.

                  9.1.104. "Subsidiary" of any Person or entity means any Person
as to which  such  other  Person or entity  (a)  directly  or  indirectly  owns,
controls or holds 25% or more of the outstanding  beneficial  interest or (b) is
otherwise  required  in  accordance  with  GAAP  to be  considered  as part of a
consolidated organization.

                  9.1.105.  "Tariff" means any tariff,  rate schedule or similar
document that is either (a) required by law or applicable regulation to be filed
with the FCC or a State PUC or (b) permitted by law or applicable  regulation so
to be filed and actually filed by any Borrower.



                                      -58-
<PAGE>

                  9.1.106.   "Term  Loan   Commitment"   means  the   Commitment
established pursuant to Section 1.1 and Section 1.3.

                  9.1.107. "Term Loan Commitment Percentage" means, with respect
to each Lender,  that portion of the total Term Loan Commitment as to which such
Lender is obligated.

                  9.1.108.  "Term Loan Facility" means the term loan Facility as
described in Article 1.

                  9.1.109.  "Term Loan Maturity  Date" has the meaning set forth
in Section  1.1.2,  as may be extended  from time to time in  Lenders'  sole and
absolute discretion.

                  9.1.110.  "Term Loan Note" means any Note payable to the order
of a Lender  prepared  in  accordance  with  Section  1.1.4,  as may be amended,
modified,  restated,  replaced,  supplemented,  extended or renewed from time to
time hereafter.

                  9.1.111.  "TOPC"  means a The Other  Phone  Company,  Inc.,  a
Florida corporation, or any successor or authorized assignee thereof.

                  9.1.112.  "UCC" means the Uniform Commercial Code as in effect
in the applicable jurisdiction.

                  9.1.113. "Warrants" has the meaning set forth in Section 1.7.

         9.2. Rules of Interpretation and Construction.

                  9.2.1.  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 in any Loan
Document includes the plural, and a plural number or noun includes the singular,
and (b) the use of the masculine, feminine or neuter gender pronouns in any Loan
Document includes each and all genders.

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

                  9.2.3. Titles and Headings.  Unless otherwise expressly stated
or the context clearly indicates a different intention,  then the various titles
and headings in the Loan Documents are inserted for convenience  only and do not
affect the meaning or  interpretation  of such Loan  Document  or any  provision
thereof.

                  9.2.4.  "Including"  and  "Among  Other"  References.   Unless
otherwise  expressly  stated  or  the  context  clearly  indicates  a  different
intention,  then all references in the Loan  Documents to phrases  containing or
list 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


                                      -59-
<PAGE>

"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.

                  9.2.5.  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 under the Loan Documents are to be
calculated using Eastern Time.

                  9.2.6.  "Knowledge" of a Person.  Unless  otherwise  expressly
stated or the context  clearly  indicates a  different  intention,  then (a) all
references to the "knowledge," "awareness" or "belief" of any Person that is not
a natural  person are to be  interpreted  to mean the  knowledge,  awareness  or
belief of senior and  executive  management  of such Person (and  including  the
knowledge or awareness of managers of limited  liability  companies  and general
partners  of  partnerships),  and  (b)  all  representations  qualified  by  the
"knowledge,"  "awareness"  or "belief" of a Person are to be interpreted to mean
(unless a different  standard  is  specified)  that such Person has  conducted a
commercially   reasonable  inquiry  and  investigation   prior  to  making  such
representation.

                  9.2.7.  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) in any Loan Document are
to be  interpreted  as  including  (as  applicable)  such  Person's  successors,
assigns, estate, heirs, executors,  administrators and personal representatives.
Notwithstanding  the  foregoing,  no  Borrower  or other  Obligor  may assign or
delegate any Loan Document (or any right or obligation thereunder) except to the
extent expressly permitted hereunder or under such other Loan Document.

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

                  9.2.9.  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  in any Loan
Document  are to be  interpreted  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.

                  9.2.10.  Financial  and  Accounting  Terms.  Unless  otherwise
expressly  stated  or the  context  clearly  indicates  a  different  intention,
financial and accounting terms used in the foregoing definitions or elsewhere in
the Loan Documents shall be defined and determined in accordance with GAAP.

                  9.2.11.  Conflicts  Among  Loan  Documents.  Unless  otherwise
expressly stated or the context clearly  indicates a different  intention,  then
any  irreconcilable  conflict between the terms and conditions of this Agreement
and the terms and  conditions of any other Loan  Document  (other than a Note or
any  warrant  issued to any  Lender)  are to be resolved by having the terms and
conditions of this Agreement govern.



                                      -60-
<PAGE>

                  9.2.12.  Independence of Covenants and Defaults. All covenants
and defaults contained in the Loan Documents shall be given independent  effect.
If a particular action or condition is not permitted by any covenant in the Loan
Documents,  then the fact that such action or condition would be permitted by an
exception to (or would otherwise be within the limitations of) another  covenant
in the Loan  Documents  shall not avoid the occurrence or existence of a Default
if such action is taken or if such condition exists.

                  9.2.13. Administrative Agent. References in this Agreement and
the  other  Loan  Documents  to  Administrative   Agent  shall  mean  either  to
Administrative  Agent in such capacity or (where  appropriate) to Administrative
Agent for the benefit of Lenders.  Unless otherwise  indicated in this Agreement
or another Loan  Document,  all  Collateral  held and all  payments  received by
Administrative Agent are deemed to be held and received,  respectively,  for the
benefit of Lenders.

                           ARTICLE 10: MISCELLANEOUS

         10.1.  Indemnification,   Reliance  and  Assumption  of  Risk.  Without
limiting any other indemnification in any Loan Document,  each Borrower (jointly
and severally) hereby agrees to defend Administrative Agent and each Lender (and
their directors, officers, employees, agents, counsels and Affiliates) from, and
hold each of them harmless  against,  any and all losses,  liabilities,  claims,
damages,  interests,  judgments,  or costs (including fees and  disbursements of
counsel) incurred by any of them arising out of or in any way connected with any
Loan Document,  except for losses  resulting  directly and exclusively from such
Person's own gross negligence,  willful  misconduct or fraud. In addition,  each
Borrower will  reimburse and (jointly and  severally)  indemnify  Administrative
Agent and each Lender for all costs and losses resulting from the following: (1)
any failure or refusal by any  Borrower or by any  Affiliate  of any Borrower to
provide any requested  assistance or cooperation in connection  with any attempt
by  Administrative  Agent or any Lender to liquidate any Collateral in the event
of any Event of Default and/or any attempt by Administrative Agent or any Lender
to otherwise exercise its rights hereunder, and (2) any misrepresentation, gross
negligence, fraud or willful misconduct by any Borrower (or any of its employees
or  officers),  or any other  person or entity  pledging  Collateral  hereunder.
Moreover, with respect to any Advance Request or other communication between any
Borrower and Administrative Agent and/or Lenders hereunder and all other matters
and  transactions  in connection  therewith,  each Borrower  hereby  irrevocably
authorizes  Administrative  Agent and each Lender to accept, rely upon, act upon
and comply with any verbal or written instructions,  requests, confirmations and
orders of any  Authorized  Officer of any Borrower.  Each Borrower  acknowledges
that the transmissions of any such instruction,  request, confirmation, order or
other communication involves the possibility of errors, omissions,  mistakes and
discrepancies,  and each  Borrower  agrees to adopt such  internal  measures and
operational procedures to protect its interest. By reason thereof, each Borrower
hereby assumes all risk of loss and  responsibility  for -- and hereby  releases
and  discharges  Administrative  Agent and each  Lender from any and all risk of
loss and  responsibility  for, and agrees to indemnify,  reimburse on demand and
hold  Administrative  Agent and each Lender harmless from -- any and all claims,
actions, damages, losses, liability and costs by reason of or in any way related
to (a)  Administrative  Agent's or any  Lender's  accepting,  relying and acting
upon, complying with or observing any such instructions, requests, confirmations
or orders  from or on behalf of any such  Authorized  Officer,  and (b) any such
errors, omissions, mistakes and discrepancies by (or otherwise resulting from or
attributable  to the  actions or  inactions  of) any  Authorized  Officer or any
Borrower;  provided,  however,  no  Borrower  assumes  hereby  the  risk  of any
foreseeable actual loss resulting  directly and exclusively from  Administrative
Agent's or any Lender's own gross negligence,  fraud or willful misconduct. Each
Borrower's obligations provided for in this Section will survive any termination
of this Agreement, and the repayment of the outstanding balances hereunder.



                                      -61-
<PAGE>

         10.2. Assignments and Participations.  No Loan Document may be assigned
(in whole or in part) by any Borrower  without the prior written consent of each
Lender.  Notwithstanding  any  other  provision  of any Loan  Document,  without
receiving any consent of any Borrower,  each Lender at any time and from time to
time may syndicate,  participate or otherwise transfer, pledge or assign all (or
any  proportionate  part of) its  rights and  obligations  under any of the Loan
Documents  (or  any  indebtedness  evidenced  thereby)  to any  Person.  Lenders
(through  Administrative Agent) will make reasonable efforts to notify Borrowers
of any such  absolute  transfer or  assignment  within twenty (20) Business Days
thereafter;  however, a failure to so notify will in no way impair any rights of
Administrative Agent or Lenders or any participant, transferee or assignee. Upon
execution  and  delivery  of  an   appropriate   instrument   between  any  such
participant,   transferee  or  assignee  and  an  assigning  Lender,   then  (at
Administrative  Agent's request) such  participant,  transferee or assignee will
become a Lender  party  to this  Agreement  and  will  have all the  rights  and
obligations  of a Lender  as set  forth in such  instrument.  At  Administrative
Agent's  request,  each  Borrower will execute (or  re-execute)  and deliver (or
otherwise  obtain) any  documents  necessary  to reflect or  implement  any such
participation,  transfer or assignment (including  replacement  promissory notes
and any requested letters  authorizing such participant,  transferee or assignee
to  rely on  existing  certificates  and  opinions)  and  will  otherwise  fully
cooperate in any such syndication process. Attached as Exhibit 10.2 is a form of
Assignment and Assumption Agreement, a substantially similar version of which is
to be used in connection with assignment of Lenders hereunder.

         10.3. No Waiver; Delay. To be effective,  any waiver by Lenders must be
expressed in a writing  executed by  Administrative  Agent (with the approval of
Required  Lenders).  Once a Default occurs under the Loan  Documents,  then such
Default  will  continue  to  exist  until it  either  is  cured  (to the  extent
specifically  permitted) in accordance  with the Loan  Documents or is otherwise
expressly waived by Lenders (in their sole and absolute  discretion) in writing;
and once an Event of Default occurs under the Loan Documents, then such Event of
Default will continue to exist until it is expressly waived by Lenders (in their
sole and absolute  discretion) in writing. 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 (a) upon the later occurrence
or recurrence  of any events giving rise to the earlier  waiver or (b) as to any
other  Obligor.  No  failure or delay by  Administrative  Agent or any Lender to
insist upon the strict performance of any term, condition, covenant or agreement
of any of the  Loan  Documents,  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  Administrative  Agent or any 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 this Agreement
or any other Loan Document,  neither Administrative Agent nor any Lender will be
deemed to waive the right either to require prompt payment when due of all other
amounts payable under this Agreement or any other 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 the remedies provided by the other Loan
Documents.



                                      -62-
<PAGE>

         10.4.  Modifications  and  Amendments.  Except as  otherwise  expressly
provided in this  Agreement,  no  modification or amendment to any Loan Document
will be effective  unless made in a writing  signed by  appropriate  officers of
Administrative  Agent  (with  the  consent  of the  Required  Lenders)  and each
Borrower.   Notwithstanding   the  foregoing,   to  the  extent  that  any  such
modification or amendment attempts to implement any of the following,  then such
amendment or modification must approved by all Lenders:

                  a.       Increase the Commitment Percentage of any Lender, or

                  b.       Alter any  provision  that  effectively  reduces that
                           interest rate applicable to the Loans, or

                  c.       Reduce the  amount of any fees due to  Lenders  under
                           any Loan  Document  (other  than fees  payable to the
                           Administrative Agent for its own account), or

                  d.       Reduce  the  amount  of  any  payment   (whether  for
                           principal,  interest  or any  fee,  other  than a fee
                           payable  to the  Administrative  Agent  for  its  own
                           account), or

                  e.       Postpone or extend the Maturity Date for any Facility
                           or any scheduled payment date (whether for principal,
                           interest or any fee,  other than a fee payable to the
                           Administrative Agent for its own account), or

                  f.       Change  the  definition  of "Pro  Rata" or  "Required
                           Lenders" or otherwise change the number or percentage
                           of Lenders  that are  required to take or approve (or
                           direct the  Administrative  Agent to take) any action
                           under the Loan Documents, or

                  g.       Release or  discharge  any  Borrower as a  "Borrower"
                           under the Loan  Documents  or permit any  Borrower to
                           assign  to  another  Person  any  of  its  rights  or
                           obligations under the Loan Documents, or

                  h.       Release  all or any part of any  guaranty of any part
                           of the  Indebtedness  under the Loan Documents or any
                           security  interest  in or  pledge  of any  Collateral
                           (except as  otherwise  already  expressly  authorized
                           under the Loan Documents), or

                  i.       Amend this Section.

In  addition,  no  provision  of any Loan  Document  relating  to the  rights or
obligations of the  Administrative  Agent may be modified or amended without the
consent of the Administrative Agent.

         10.5. Disclosure of Information to Third Parties.  Administrative Agent
and each Lender will employ  reasonable  procedures to treat as confidential all
written, non-public information delivered to Administrative Agent or such Lender
pursuant to this  Agreement  concerning  the  performance,  operations,  assets,
structure and business  plans of Borrowers that is  conspicuously  designated by
Borrowers as confidential information.  While other or different confidentiality
procedures  may be employed by  Administrative  Agent


                                      -63-
<PAGE>

or any Lender, the actual procedures  employed by Administrative  Agent and each
Lender 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  Administrative  Agent and such Lender to safeguard  the  confidentiality  of
Administrative    Agent's   and   Lenders'   own    confidential    information.
Notwithstanding the foregoing, Administrative Agent and each Lender may disclose
any  information  concerning  any  Borrower  in  Administrative  Agent's or such
Lender'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  Administrative  Agent or such Lender,  and (d) to  Administrative
Agent's or such  Lender'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  the Loan  Documents or defending any action based upon the Loan
Documents  or  the  relationship  between  Administrative  Agent,  Lenders,  and
Borrowers,  and  (g)  to  any  other  Person  with  respect  to  the  public  or
non-confidential  portions  of any such  information.  Moreover,  Administrative
Agent and each  Lender  (without  any  compensation,  remuneration  or notice to
Borrowers)  may  also  include   operational   and  performance  and  structural
information  and data  relating to Borrowers in  compilations,  reports and data
bases assembled by Administrative Agent or such Lender (or their Affiliates) and
used to conduct, support, assist in and validate portfolio,  industry and credit
research and  analysis for itself and other  Persons;  provided,  however,  that
neither  Administrative  Agent nor any  Lender  may  thereby  disclose  to other
Persons any  information  relating to Borrowers in a manner that is attributable
to  Borrowers  unless  (1) such  disclosure  is  permitted  under the  standards
outlined  above in this Section or (2) Borrowers  otherwise  separately  consent
thereto (which consent may not be unreasonably withheld).

         10.6.  Binding  Effect and Governing  Law. This Agreement and the other
Loan  Documents have been delivered by Borrowers and the other Obligors and have
been received by  Administrative  Agent in the  Commonwealth  of Virginia.  This
Agreement and all documents executed hereunder are binding upon and inure to the
benefit of the parties hereto and their respective  successors and assigns. This
Agreement  and  all  documents  executed  hereunder  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).

         10.7.  Notices.  Any  notice,   request,   consent,   waiver  or  other
communication  required  or  permitted  under  or in  connection  with  the Loan
Documents  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 any Borrower         [Party Entitled to Notice]
         or its Affiliates:         c/o Access One Communications Corp.
                                    3427 NW 55th Street
                                    Ft. Lauderdale, FL  33309
                                    Attention:       President
                                    Facsimile:       (954) 739-2476



                                      -64-
<PAGE>

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

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

         If to Administrative:      MCG Finance Corporation
         Agent or Lenders:          1100 Wilson Boulevard, Suite 800
                                    Arlington, VA  22209
                                    Attention:       Loan Administration
                                    Facsimile:       (703) 247-7505

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

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

Any party to a Loan  Document  may change its  address or  facsimile  number for
notice  purposes  by giving  notice  thereof  to the other  parties to such Loan
Document 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
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.
For  any  and  all  purposes  related  to  giving  and  receiving   notices  and
communications  between any Borrower and Administrative  Agent and Lenders under
any Loan Document,  each Borrower  hereby  irrevocably  appoints Access One (and
each other  Authorized  Officer) as its agent to whom  Administrative  Agent and
each  Lender  may give and from whom  Administrative  Agent and each  Lender may
receive all such notices and communications,  and Administrative  Agent and each
Lender is  entitled  to rely upon (and  treat as being  properly  authorized  by
Borrowers) any verbal or written notices or communications  purportedly received
from (or that  Administrative  Agent or such Lender believes in good faith to be
received from) such Authorized Officer.


                                      -65-
<PAGE>

         10.8. Relationship with Prior Agreements. This Agreement completely and
fully supersedes all oral agreements and all other and prior written  agreements
by and among Borrowers and  Administrative  Agent and any Lender  concerning the
terms and conditions of this credit arrangement.

         10.9.  Severability.   If  fulfillment  of  any  provision  of  or  any
transaction related to any Loan Document at the time performance is due involves
transcending  the limit of validity  prescribed  by  applicable  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 or any other Loan Document in
whole or in part,  then such clause or  provision  only shall be void (as though
not contained  herein or therein),  and the remainder of this  Agreement or such
other  Loan  Document  shall  remain  operative  and in full  force and  effect;
provided,  however, if any such clause or provision pertains to the repayment of
any  indebtedness  hereunder,  then the occurrence of any such invalidity  shall
constitute an immediate Event of Default hereunder.

         10.10.  Termination  and  Survival.  All  representations,  warranties,
covenants and other agreements of any Obligor  contained in any Loan Document or
any other  documentation  required  thereunder  will survive the  execution  and
delivery of the Loan  Documents  and the funding of the Advances  hereunder  and
will continue in full force and effect until  terminated in accordance with this
Agreement.  Upon (a) indefeasible  receipt by Administrative Agent of the entire
indebtedness and all other amounts then due or owing to Administrative  Agent or
any Lender under the Loan Documents (without any condition,  deduction,  offset,
netting,   counterclaim   or  reservation   of  rights),   and  (b)  receipt  by
Administrative  Agent of an  instruction  from Borrowers to terminate and cancel
the Loan Documents, all Commitments and all Facilities thereunder (together with
an acknowledgment that neither Administrative Agent nor any Lender will have any
further  obligations  or  liabilities  under  or in  connection  with  any  Loan
Document),  then  Administrative  Agent (at the  written  request and expense of
Borrowers) will terminate and cancel all Loan Documents (other than the waivers,
reinstatement rights, and reimbursement and indemnification protections in favor
of  Administrative  Agent  and  each  Lender  under  the Loan  Documents,  which
provisions shall survive any such termination of the Loan Documents).

         10.11.   Reinstatement.   To  the  maximum  extent  not  prohibited  by
applicable   law,  this   Agreement  and  the  other  Loan  Documents  (and  the
indebtedness  hereunder and  Collateral  therefor)  will be  reinstated  and the
indebtedness  correspondingly  increased (as though such payment(s) had not been
made) if at any time any amount received by  Administrative  Agent or any Lender
in respect of any Loan  Document is  rescinded  or must  otherwise  be restored,
refunded or returned by  Administrative  Agent or such Lender to Borrower or any
other Person (a) upon or as a result of the insolvency, bankruptcy, dissolution,
liquidation or  reorganization  of any Borrower or any other Person, or (b) upon
or as a result of the  appointment  of any  receiver,  intervenor,  conservator,
trustee or similar  official  for any  Borrower  or any other  Person or for any
substantial  part of the assets of any Borrower or any other Person,  or (c) for
any other reason.

         10.12.  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.



                                      -66-
<PAGE>

         10.13. Waiver of Suretyship  Defenses.  Each Borrower hereby waives any
and all defenses and rights of discharge  based upon suretyship or impairment of
collateral  (including  lack of attachment or perfection  with respect  thereto)
that it may now have or may  hereafter  acquire with  respect to  Administrative
Agent or any Lender or any of its obligations hereunder, under any Loan Document
or under any other  agreement that it may have or may hereafter  enter into with
Administrative Agent or any Lender.

         10.14.  WAIVER OF  LIABILITY.  EACH  BORROWER  (A) AGREES THAT  NEITHER
ADMINISTRATIVE  AGENT  NOR ANY  LENDER  (NOR ANY OF THEIR  DIRECTORS,  OFFICERS,
EMPLOYEES OR AGENTS) SHALL HAVE ANY LIABILITY TO ANY BORROWER  (WHETHER SOUNDING
IN TORT,  CONTRACT OR OTHERWISE) FOR LOSSES OR COSTS SUFFERED OR INCURRED BY ANY
BORROWER  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,  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  BORROWER  HEREBY
WAIVES,  RELEASES  AND  AGREES  NOT TO SUE UPON  ANY  CLAIM  FOR)  ANY  SPECIAL,
INDIRECT,  CONSEQUENTIAL,  PUNITIVE OR  NON-FORESEEABLE  DAMAGES SUFFERED BY ANY
BORROWER  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.

         10.15.  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 BORROWER 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 BORROWER,  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 BORROWER.  EACH BORROWER 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  BORROWER  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 BORROWER 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


                                      -67-
<PAGE>

ANY BORROWER 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  BORROWER  HEREBY  IRREVOCABLY  WAIVES  SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

         10.16. WAIVER OF JURY TRIAL. ADMINISTRATIVE AGENT, EACH LENDER AND EACH
BORROWER 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 BORROWER. EACH BORROWER 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
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.

         [BALANCE OF PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF,  the undersigned,  by their duly authorized  officers,  have
executed this Credit Facility Agreement, 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.


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.


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


[CORPORATE SEAL]


                                      -68-
<PAGE>


WITNESS:                                  MCG FINANCE CORPORATION



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


                                      -69-