EXHIBIT 10.52

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                                WARRANT AGREEMENT


                          Dated as of November 30, 1999


                                 BY AND BETWEEN


                         ACCESS ONE COMMUNICATIONS CORP.
                             (AS ISSUER OF WARRANTS)


                                       AND


                             MCG FINANCE CORPORATION
                           (AS PURCHASER OF WARRANTS)


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                     Warrants to Purchase 400,000 Shares of
                 Common Stock of Company (subject to adjustment)

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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                               <C>
ARTICLE 1:  GRANT OF WARRANTS.....................................................................................1
         1.1. GRANT OF WARRANTS...................................................................................1
         1.2. WARRANT ENTITLEMENT.................................................................................1
         1.3. WARRANTS AS ADDITIONAL COMPENSATION.................................................................1
ARTICLE 2:  PURCHASER'S REPRESENTATIONS AND AGREEMENTS............................................................2
ARTICLE 3:  COMPANY'S REPRESENTATIONS AND WARRANTIES..............................................................2
         3.1. LEGAL EXISTENCE AND POWER...........................................................................2
         3.2. AUTHORIZATION; NON-CONTRAVENTION....................................................................2
         3.3. EXECUTION, DELIVERY AND BINDING EFFECT..............................................................3
         3.4. BROKER AND FINDER FEES..............................................................................3
         3.5. OFFER AND SALE OF SECURITIES........................................................................3
         3.6. CAPITALIZATION; WARRANT SHARES AS A PERCENT OF CAPITAL STOCK........................................3
         3.7. RESERVATION AND ISSUANCE OF WARRANT SHARES..........................................................4
         3.8. DISCLOSURES.........................................................................................4
         3.9. ACKNOWLEDGMENT REGARDING PURCHASER'S PURCHASE OF THE WARRANTS.......................................4
ARTICLE 4:  THE WARRANTS AND WARRANT SHARES.......................................................................4
         4.1. WARRANT CERTIFICATES................................................................................4
         4.2. EXERCISE OF WARRANTS................................................................................5
         4.3. TRANSFERS OF WARRANTS AND WARRANT SHARES............................................................6
         4.4. REGISTRATION AND RELATED RIGHTS.....................................................................7
         4.5. RIGHTS UPON EQUITY DISPOSITIONS AND NON-SURVIVING TRANSACTIONS.....................................12
         4.6. REPURCHASE OFFERS..................................................................................14
         4.7. CUMULATIVE RIGHTS..................................................................................15
         4.8. EXERCISE OF RIGHTS CONDITIONED UPON CLOSING OF TRANSACTION INVOLVED................................15
         4.9. PAYMENT OF TAXES AND EXPENSES......................................................................15
         4.10. RESERVATION AND ISSUANCE OF WARRANT SHARES........................................................16
         4.11. CORRECTIVE ADJUSTMENTS............................................................................16
         4.12. LISTING OF SHARES.................................................................................16
         4.13. LISTS OF HOLDERS..................................................................................16
         4.14. STATEMENT OF WARRANT INTEREST.....................................................................16
         4.15. RIGHT OF INSPECTION...............................................................................17
         4.16. ATTENDANCE AND PARTICIPATION RIGHTS...............................................................17
         4.17. COMPLIANCE WITH APPROVAL REQUIREMENTS.............................................................17
ARTICLE 5:  ANTI-DILUTION PROVISIONS.............................................................................17
         5.1. ADJUSTMENTS TO WARRANT SHARES PURCHASABLE AND EXERCISE PRICE.......................................17
         5.2. NOTICE OF ADJUSTMENT...............................................................................21
         5.3. PRESERVATION OF PURCHASE RIGHTS UPON CERTAIN TRANSACTIONS..........................................22
ARTICLE 6:  COMPANY'S COVENANTS..................................................................................22
         6.1. INFORMATION........................................................................................22
         6.2. BOOKS AND RECORDS..................................................................................24
         6.3. NO AMENDMENTS TO ORGANIC DOCUMENTS.................................................................24
</TABLE>


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<TABLE>
<CAPTION>
<S>                                                                                                               <C>
         6.4. REINCORPORATION AND REORGANIZATION.................................................................24
         6.5. EXISTENCE, GOOD STANDING AND AUTHORIZATIONS........................................................24
         6.6. CONDUCT OF BUSINESS................................................................................24
ARTICLE 7:  DEFINITIONS..........................................................................................24
         7.1. DEFINITIONS........................................................................................24
         7.2. GENERAL CONSTRUCTION AND INTERPRETATION............................................................29
ARTICLE 8:  MISCELLANEOUS........................................................................................30
         8.1. COMPLIANCE WITH FCC AND STATE PUC REQUIREMENTS.....................................................30
         8.2. COMPLIANCE WITH PURCHASER'S REGULATORY REQUIREMENTS................................................31
         8.3. BINDING EFFECT AND GOVERNING LAW...................................................................31
         8.4. SURVIVAL...........................................................................................31
         8.5. NO WAIVER; DELAY...................................................................................31
         8.6. MODIFICATION.......................................................................................32
         8.7. NOTICES............................................................................................32
         8.8. PRIOR AGREEMENTS SUPERSEDED........................................................................33
         8.9. SEVERABILITY.......................................................................................33
         8.10. COUNTERPARTS......................................................................................33
         8.11. LIMITATION OF LIABILITY...........................................................................33
         8.12. FORUM SELECTION; CONSENT TO JURISDICTION..........................................................34
         8.13. WAIVER OF JURY TRIAL..............................................................................34
EXHIBIT A -- ARTICLES OF INCORPORATION..................................................ERROR! BOOKMARK NOT DEFINED
EXHIBIT B -- AUTHORIZING RESOLUTIONS....................................................ERROR! BOOKMARK NOT DEFINED
EXHIBIT C -- FORM OF WARRANT CERTIFICATE................................................ERROR! BOOKMARK NOT DEFINED
EXHIBIT D -- RESTRICTIVE LEGENDS........................................................ERROR! BOOKMARK NOT DEFINED
</TABLE>


                                       ii

<PAGE>

                                WARRANT AGREEMENT


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

                                 R E C I T A L S

     WHEREAS,  Company (together with certain of its Affiliates) and Lender have
entered into a Credit  Agreement and various  related Loan Documents (as defined
in the Credit Agreement) pursuant to which Lender has provided Company (together
with certain of its Affiliates) with credit  facilities  aggregating up to $15.0
million; and

     WHEREAS, to induce Lender (a) to increase the credit facilities established
under the Credit  Agreement to $15 million and (b) to consent to the  incurrence
of additional  subordinated  indebtedness by certain  Borrowers under the Credit
Agreement,  Company  has  agreed  to issue and  deliver  to  Purchaser  Warrants
(evidenced  by Warrant  Certificates)  to purchase up to an aggregate of 400,000
shares of the Common  Stock of Company  (subject to  adjustment  as provided for
herein);

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

                          ARTICLE 1. GRANT OF WARRANTS


     1.1. GRANT OF WARRANTS.  Company  hereby grants to Purchaser  warrants (the
"Warrants") to purchase up to an aggregate of 400,000 shares of Common Stock (as
such number may be adjusted  from time to time as provided  herein) Each Warrant
is exercisable immediately.


     1.2. WARRANT  ENTITLEMENT.  Each Warrant entitles the registered  Holder of
such  Warrant  to  purchase   (during  the  Exercise  Period)  one  fully  paid,
nonassessable Warrant Share at a price of $1.55 per share (as such amount may be
adjusted from time to time as provided herein, the "Exercise Price").


     1.3.  WARRANTS AS  ADDITIONAL  COMPENSATION.  The  Warrants  (and the grant
thereof  hereunder) are additional  compensation for the cost,  expense and risk
incurred by Lender (and/or its Affiliates)  associated with the underwriting and


                                       1
<PAGE>

establishment  of the loan credit  facilities  to be provided  for in the Credit
Agreement,  but  neither the grant nor the  exercise of any  Warrants in any way
affects or relieves Company (or any Affiliate thereof) of any of its obligations
to  fully  and  timely  perform  and  to  fully  and  timely  repay  the  entire
indebtedness due under the Credit Agreement and related Loan Documents.

              ARTICLE 2. PURCHASER'S REPRESENTATIONS AND AGREEMENTS

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

              ARTICLE 3. COMPANY'S REPRESENTATIONS AND WARRANTIES

     Company represents and warrants that:

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

     3.2. AUTHORIZATION;  NON-CONTRAVENTION. Company has duly authorized each of
the following by all requisite actions thereof: (a) the execution,  delivery and
performance  of this  Agreement,  and  (b)  the  issuance  and  delivery  of the


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

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

     3.4. BROKER AND FINDER FEES. Company has not dealt with any broker, finder,
investment bank or other advisor in connection with the issuance and sale of the
Warrants  or  Warrant  Shares,  and no  broker,  finder,  investment  banking or
advisory  fee or  commission  has been or will be  payable  (or  asserted  to be
payable) by Company with respect to the issuance and sale of the Warrants or the
Warrant Shares.

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

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

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

     b.  Except as  disclosed  on  Schedule  3.6 or as is  required  under  this
Agreement, Company is not subject to any obligation (contingent or otherwise) to
purchase or otherwise  acquire or retire any of its Capital Stock, and no Person
has any right of first  refusal,  preemptive  right,  put right or similar right
with  respect to any Capital  Stock of Company.  Except as disclosed on Schedule
3.6 or as is required under this Agreement,  there are no outstanding  warrants,
options,  convertible  securities  or other rights,  agreements or  arrangements
under which Company is or may be


                                       3
<PAGE>

obligated to issue any Capital Stock.  Except as disclosed on Schedule 3.6 or as
is  required  under this  Agreement,  Company  has not granted to any Person the
right to require  Company  to  register  any  securities  of  Company  under the
Securities Act (whether on a demand basis or in connection with the registration
of  securities  of Company  for its own  account or for the account of any other
Person).

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

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

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

                   ARTICLE 4. THE WARRANTS AND WARRANT SHARES

     4.1. WARRANT CERTIFICATES.

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


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<PAGE>

thereof,  and shall be  registered  on the  books  and  records  of  Company  in
substantially the same manner as other equity interests of Company.

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

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

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

     4.2. EXERCISE OF WARRANTS.

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

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

     c. Issuance of Warrant Shares Upon Exercise.  Upon surrender of any Warrant
Certificate and payment of the applicable  Exercise Price (as described above in
this  Section),  then  Company  shall  issue,  sell and  deliver  to or upon the
instructions of the Holder of such Warrant  Certificate  and/or its designee one
or more  certificates  evidencing in the aggregate the number of Warrant  Shares
represented by such Warrant  Certificate  that are then being purchased (each of
which Warrant Shares shall be validly issued, fully paid and nonassessable). Any
persons  so  designated  to be named  therein  shall be deemed to have  become a
Holder of record of such Warrant Shares as of


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<PAGE>

the  date  of  exercise  of such  Warrants.  If less  than  all of the  Warrants
evidenced by a Warrant  Certificate  are exercised at any time prior to the last
day of the  Exercise  Period,  then  Company  shall issue to such Holder (or its
designee) one or more new Warrant  Certificates  evidencing the remaining number
of Warrants evidenced by such Warrant Certificate that are not then exercised by
Holder.

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

     4.3. TRANSFERS OF WARRANTS AND WARRANT SHARES.

     a. General Transferability.  Except as otherwise expressly provided herein,
upon  compliance with any applicable  requirements  under the Securities Act and
the laws,  regulations  and orders of and/or  administered by each State PUC (to
the extent failure to so comply could  reasonably be expected to have or cause a
material  adverse  effect on the  operations  of Company)  or the FCC,  then the
Warrants,  the corresponding  Warrant Certificates and the Warrant Shares may be
transferred by Purchaser (or any other  subsequent  Holder) from time to time in
whole or in part upon complying with the right of first refusal under Clause "b"
of this Section or as otherwise  provided  under Clause "c" of this Section (but
without the necessity of obtaining any consent of Company).

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


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<PAGE>

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

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

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

     4.4.REGISTRATION AND RELATED RIGHTS.

     a.  Incidental  Registration in a Public  Offering.  Each Holder of Warrant
Shares and each  Holder of Warrants  shall have the right to require  Company to
include all or (at such Holder's  election)  any portion of such Warrant  Shares
and the Warrant  Shares  purchasable  upon  exercise of any such Warrants in any
Public Offering of Company's securities.

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

     In connection  with any such Public  Offering,  Company shall enter into an
underwriting  agreement with one or more underwriters that shall provide,  among
other things,  that the  underwriters  shall offer to purchase at the closing of
such Public Offering all of the Warrant Shares


                                       7
<PAGE>

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

     In  connection  with an Initial  Public  Offering,  provided that all other
holders  of equity  interests  of Company  are  subject  to  identical  (or more
restrictive) restrictions with respect to their equity interests, each Holder of
Warrants  and each Holder of Warrant  Shares shall agree to refrain from selling
or otherwise  transferring  (other than to a  Holder-Affiliated  Transferee) any
Warrant Shares not included in such Initial Public Offering for a period of time
(not to exceed 90 calendar  days after the  effective  date of the  registration
statement  for such Initial  Public  Offering) as may be  appropriate  under the
circumstances and reasonably  requested by Company and the underwriters for such
offering.

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


                                       8
<PAGE>

Public Offering that was effective for at least 90 consecutive calendar days and
in which 50% or more of the Warrant Shares and Warrants were included.

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

     In  connection  with any  such  demand  registration,  Company  shall  keep
effective  and maintain  the  registration,  qualification,  approval or listing
covering  the Warrant  Shares for a period of at least 90  consecutive  calendar
days (or in the event such registration is on Form S-3 or any successor form, on
a continuous  basis).  Company from time to time shall amend or  supplement  the
prospectus  and  registration   statement  used  in  connection  with  any  such
registration to the extent necessary to comply with applicable law (including to
reflect additional information relating to the plan of distribution),  and shall
immediately advise each Holder if any such prospectus or registration  statement
does not so  comply  and/or  if any stop  order or  similar  order is  issued or
threatened  or any request for  amendment  or  supplement  is received  from any
regulatory  agency.  Company shall make every  reasonable  effort to prevent the
issuance  of any stop  order and,  if any stop  order is  issued,  to obtain the
lifting thereof at the earliest  possible moment.  Company shall comply with all
other applicable laws in connection with any offering of Warrant Shares and will
promptly make available an earnings  statement in accordance  with Section 11(a)
of the Securities Act and the regulations promulgated thereunder.

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

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


                                       9
<PAGE>

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

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

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

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

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


                                       10
<PAGE>

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

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

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

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

but only to the extent (with  respect to either of the  foregoing  Clauses) that
such  untrue  statement  or alleged  untrue  statement  or  omission  or alleged
omission  was  made  in such  registration  statement,  preliminary  prospectus,
prospectus,  amendment or supplement  in reliance  upon and in  conformity  with
written information  furnished to Company through an instrument duly executed by
such Holder specifically stating that it is expressly for use therein. Each such
Holder shall also  reimburse  each such  Indemnified  Party for any legal or any
other expenses reasonably incurred in connection with investigating or defending
any  such  loss,  claim,  damage,  liability  or  action.   Notwithstanding  the
foregoing,  no such Holder shall be liable to any Indemnified  Party in any such
instance to the extent


                                       11
<PAGE>

(a) such loss,  claim,  damage or liability  relates to any untrue  statement or
omission,  or any alleged  untrue  statement or omission,  made in a preliminary
prospectus but eliminated or remedied in a final  prospectus,  and (b) a copy of
the final  prospectus was not delivered to the Person  asserting the claim at or
prior to the time  required  by the  Securities  Act in an  instance  for  which
delivery  thereof would have constituted a defense to the claim asserted by such
Person.

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

     i. Contribution. In order to provide for just and equitable contribution in
circumstances in which the indemnification  provided for in this Section for any
reason is held to be  unenforceable  although  applicable in accordance with its
terms,  Company and the Holders, as amongst themselves,  shall contribute to the
losses,  claims,  damages,  liabilities  and expenses  described  herein in such
proportions  so  that  the  portion  thereof  for  which  any  Holder  shall  be
responsible shall be limited to the portion determined by a court or the parties
to any  settlement  to be  directly  attributable  to an untrue  statement  of a
material  fact or an  omission  to  state  a  material  fact  in a  registration
statement, preliminary prospectus, prospectus or amendment or supplement thereto
in specific reliance upon and in conformity with written  information  furnished
to Company  through an  instrument  duly  executed by such  Holder  specifically
stating that it is expressly for use therein,  and Company shall be  responsible
for the balance.  Notwithstanding  the  foregoing,  the liability of each Holder
shall be limited to the net  proceeds  received  by such Holder from the sale of
the Warrant Shares sold by it thereunder.  Company and the Holders agree that it
would not be just and equitable if their  respective  obligations  to contribute
were to be  determined  by pro rata  allocation,  by  reference  to the proceeds
realized by them or in any manner which does not take into account the equitable
considerations set forth in this Clause.

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

     a. Offer to Purchase.  In  connection  with any Equity  Disposition  or any
Non-Surviving Transaction,  Company or the acquiror in any Equity Disposition or
Non-Surviving  Transaction  shall also offer to  purchase on the terms set forth
below  all  of  the  Warrant  Shares  and  all of  the  Warrants.  If an  Equity
Disposition is of less than all of the Capital Stock then outstanding,  then the
number of Warrants  and Warrant  Shares  subject to purchase  under this Section
shall be


                                       12
<PAGE>

reduced  proportionately (to the nearest whole number),  and such reduced number
will be allocated pro rata among all Holders  desiring to tender  Warrant Shares
or Warrants in connection with such transaction.

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

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

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

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

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

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

     d. Payment of Purchase Price.  Company (either before or concurrently  with
the  consummation  of such  transactions)  shall  distribute  to the  respective
Holders of Warrants  and Warrant  Shares (or to such other Person as such Holder
may direct Company in writing) the


                                       13
<PAGE>

applicable  purchase price for each tendered  Warrant Share and Warrant in cash,
by  certified  or  cashier's  check,  by wire  transfer  or by any  other  means
acceptable to such Holder. In addition,  Company shall also deliver to each such
Holder (as and to the extent applicable) a return or re-issuance of Warrants and
Warrant Shares not purchased in connection with any such transaction.

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

     4.6. REPURCHASE OFFERS.

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

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


                                       14
<PAGE>

     c. "Repurchase  Price". The "Repurchase Price" for each Warrant and Warrant
Share in connection  with any such  Repurchase  Offer will be the Current Market
Price per Warrant Share,  less with respect to Warrants (but not Warrant Shares)
the Exercise Price then in effect.

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

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

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

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

     4.9.  PAYMENT  OF  TAXES  AND  EXPENSES.  Company  will  pay  all  expenses
(including  reasonable  costs and expenses of Holders and legal counsel thereto,
but excluding  underwriter's  and/or broker's discounts and commissions),  taxes
(other  than  income  taxes)  and other  fees and  charges  attributable  to the
issuance, registration,


                                       15
<PAGE>

qualification,  notification,  approval,  listing,  transfer pursuant to Section
4.5, and/or repurchase of the Warrants, the Warrant Certificates and the Warrant
Shares.

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

     4.11.  CORRECTIVE  ADJUSTMENTS.  Company hereby acknowledges that Purchaser
has relied upon, among other things,  the  representation and warranty set forth
in Section 3.6 regarding the outstanding Capital Stock of Company and the rights
to acquire Capital Stock of Company as of the date of this  Agreement.  If it is
later determined that the  representation  and warranty set forth in Section 3.6
is untrue or  inaccurate  such that the  outstanding  Capital Stock or rights to
acquire  Capital  Stock are  greater  that the amount  disclosed  therein,  then
Company  shall  notify  each  Holder  in  writing  within  10  Business  Days of
discovering such inaccuracy and shall promptly  prepare,  execute and deliver to
the Holders such  additional  documents  and  certificates  as are  necessary to
equitably  adjust the Warrants and Warrant Shares  deliverable  upon exercise of
all  Warrants  for the benefit of Holders.  Such  adjustment  shall  include the
issuance of  additional  Warrants  or the  reduction  in  Exercise  Price of the
Warrants, as approved in writing by Holders of a majority of the Warrants.

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

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

     4.14.  STATEMENT OF WARRANT  INTEREST.  Company (from time to time upon the
request of any  Holder)  will  provide  such  Holder  with a  statement  of such
Holder's   interest  in  Company   containing  the  following   information  (as
applicable): (a) the number of Warrants then owned of record by such Holder, and
(b) the number of Warrant Shares  purchasable  upon the exercise of each Warrant
then owned of record by such Holder,  and (c) the Exercise Price of each Warrant
then owned of record by such Holder, and (d) the number of


                                       16
<PAGE>

Warrant Shares then owned of record by such Holder,  and (e) a chart  describing
(in reasonable detail) the then current capitalization of Company.

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

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

     4.17.  COMPLIANCE  WITH APPROVAL  REQUIREMENTS.  If any Warrants or Warrant
Shares require  registration  or approval of the FCC, any State PUC or any other
governmental  authority (or the taking of any other action under the laws of the
United  States of America or any  political  subdivision  thereof)  before  such
securities  may be validly  issued,  then Company will secure and maintain  such
registration  or approval or will take such other action as and when  necessary.
4.1.

                      ARTICLE 5. ANTI-DILUTION PROVISIONS

     5.1. ADJUSTMENTS TO WARRANT SHARES PURCHASABLE AND EXERCISE PRICE.

     a. Equity Dividends,  Restructurings and  Reclassifications.  If Company at
any time (1)  declares or pays a dividend on its  outstanding  Capital  Stock in
shares of Common Stock or other  securities of Company,  or (2)  subdivides  its
outstanding shares of Common Stock, or (3)


                                       17
<PAGE>

combines its outstanding shares of Common Stock into a smaller number of shares,
or (4)  issues by  reclassification  of the Common  Stock  other  securities  of
Company  (including  any such  reclassification  in  connection  with a  merger,
consolidation  or other  business  combination in which Company is the surviving
entity), then the number and kind of Warrant Shares purchasable upon exercise of
each Warrant shall be adjusted so that each Holder of a Warrant upon exercise of
such  Warrant  shall be  entitled to receive  the  aggregate  number and kind of
Warrant Shares or other  securities of Company that such Holder would have owned
or would have been  entitled to receive  after the  occurrence of any such event
had such Warrant been  exercised  immediately  prior to the  occurrence  of such
event (or, if earlier,  any record date with respect  thereto).  Any  adjustment
required by this  Clause (a) shall  become  effective  on the date of such event
retroactive  to the record date with respect  thereto (if any), and (b) shall be
made successively whenever any such event occurs.

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

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

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

     c.  Distributions  of  Indebtedness,   Assets  or  Securities.  If  Company
distributes to any holders of Capital Stock (including any such  distribution in
connection  with a merger or  consolidation  in which Company is the  continuing
entity) evidences of indebtedness of Company,


                                       18
<PAGE>

assets  or   securities   (excluding   dividends  or   distributions   otherwise
appropriately covered under other Clauses of this Section 5.1), then the current
Exercise  Price to be in effect  after such  distribution  shall be reduced to a
price determined as follows:

     multiply (1) the Exercise Price in effect  immediately prior to such record
     date by (2) a fraction  (i) the  numerator  of which is the Current  Market
     Price per share of Common  Stock on such  record  date minus the fair value
     (as  determined by an  Independent  Appraiser,  unless  otherwise  mutually
     agreed by Company and  Holders) of the portion of the assets,  evidences of
     indebtedness  or other  securities so to be  distributed  applicable to one
     share of Capital  Stock and (ii) the  denominator  of which is the  Current
     Market Price per share of Common Stock.

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

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

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

For purposes of such adjustments,  the shares of Common Stock that the holder of
any such rights, options,  warrants or convertible or exchangeable securities is
entitled  to  subscribe  for or  purchase  shall  be  deemed  to be  issued  and
outstanding  as of the date of such  issuance  or sale,  and the  "consideration
received"  by Company  shall be deemed to be (a) the  consideration  received by
Company for such  rights,  options,  warrants  or  convertible  or  exchangeable
securities  plus  (b) the  consideration  or  premiums  stated  in such  rights,
options,  warrants or convertible or exchangeable  securities to be paid for the
shares of Common  Stock  purchasable  thereby.  If  Company  (i) issues or sells
shares  for  consideration  that  includes  any  property  other  than  cash  or
(ii) issues or sells shares  together with other  securities as a part of a unit
at a price per unit, then the "price per share" and the


                                       19
<PAGE>

"consideration  received" by Company for purposes of this Clause (unless Company
and Holders  otherwise  mutually  agree) will be  determined  by an  Independent
Appraiser.  Any  adjustment  required by this Clause (a) shall become  effective
retroactive  to the  date  of  issuance  or sale of any  such  rights,  options,
warrants  or  convertible  or  exchangeable  securities,  and (b)  shall be made
successively whenever any such event occurs.

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

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

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

     h. Rights  Applicable to Shares Other than Common Stock. If at any time (as
a result of an adjustment  made  pursuant to this Section 5.1) a Holder  becomes
entitled  to receive any shares of Company  other than  shares of Common  Stock,
then  thereafter the number of such other shares so receivable  upon exercise of
any Warrant shall be subject to adjustment  from time to time in


                                       20
<PAGE>

a manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Warrant Shares  contained in this Section 5.1, and the provisions
of Article 4 with  respect to the  Warrant  Shares  shall apply on like terms to
such other shares.

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

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

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

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

     5.2. NOTICE OF ADJUSTMENT.  Upon any adjustment required under this Article
5, Company (at its expense) shall mail (within 10 Business Days after such


                                       21
<PAGE>

adjustment) by first-class mail, postage prepaid, to each Holder of Warrants and
each Holder of Warrant  Shares a notice of such  adjustment.  Such notice  shall
include the  following  (each in reasonable  detail):  (i) the number of Warrant
Shares  purchasable  upon the exercise of each Warrant and the Exercise Price of
such  Warrant  after such  adjustment,  and (ii) a brief  statement of the facts
requiring such  adjustment,  and (iii) the  computation by which such adjustment
was made.

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

                         ARTICLE 6. COMPANY'S COVENANTS

     6.1. INFORMATION.

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

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

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

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


                                       22
<PAGE>

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

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

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

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

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


                                       23
<PAGE>

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

     6.3. NO AMENDMENTS TO ORGANIC DOCUMENTS.  Without the prior written consent
of Holders representing a majority of Warrant Shares and Warrants (which consent
may not be  unreasonably  withheld),  Company shall not permit any amendments to
its Organic Documents. Without limiting the generality of the foregoing, without
the prior written  consent of Holders  representing a majority of Warrant Shares
and Warrants (which consent may not be unreasonably withheld), Company shall not
establish  any class of Capital  Stock or issue any shares of Capital Stock that
have rights,  dividends or preferences  senior to or more  advantageous than the
rights, dividends and preferences of the Warrant Shares.

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

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

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

                             ARTICLE 7. DEFINITIONS

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

     7.1.1.  "Affiliate"  of any  Person  means any  other  Person  directly  or
indirectly controlling, controlled by or under direct or indirect common control
with such Person.  A Person shall be deemed to "control"  another Person if such
first Person possesses directly or indirectly the


                                       24
<PAGE>

power to direct (or to cause the  direction of or to materially  influence)  the
management and policies of the second Person,  whether  through the ownership of
voting securities, by contract or otherwise.  Without limiting the generality of
the foregoing,  each of the following  Persons will be deemed to be an Affiliate
of  Company:  (a) each  Person  (other than a Holder) who owns 5% or more of any
class or series of Capital  Stock of Company,  and (b) each Person (other than a
Holder) who serves on the board of  directors  of the Company or any  Subsidiary
thereof, and (c) each senior executive officer of Company.

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

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

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

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

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

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

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


                                       25
<PAGE>

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

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

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

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

     7.1.11.  "Equity Disposition" means the sale,  issuance,  transfer or other
Equity  Disposition  of  Capital  Stock  (or  securities  convertible  into,  or
exchangeable  for,  Capital  Stock or rights to  acquire  Capital  Stock or such
securities) to one or more Persons  through any transaction or series of related
transactions  (other than as a result of a Public Offering) if, after such sale,
issuance,  transfer or Equity  Disposition,  the Initial  Shareholders no longer
beneficially  own in the aggregate more than 50% of the Capital Stock and voting
rights on a  fully-diluted  basis  (without  giving effect to any Warrant Shares
purchased or purchasable) then outstanding. For purposes of this definition,


                                       26
<PAGE>

(i) any  redemption or repurchase of any shares of Capital Stock (or  securities
convertible  into,  or  exchangeable  for,  Capital  Stock or rights to  acquire
Capital  Stock or such  securities)  by  Company  shall  constitute  an  "Equity
Disposition"  and (ii) any transfer of Capital Stock (or securities  convertible
into, or exchangeable  for,  Capital Stock or rights to acquire Capital Stock or
such securities) by a shareholder to any member of his or her immediately family
or to any trust  for which he or she is the  trustee  shall  not  constitute  an
"Equity  Disposition"  provided that such  shareholder  retains control over the
voting rights associated with such Capital Stock.

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

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

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

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

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

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

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

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

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

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

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


                                       27
<PAGE>

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

     7.1.24.  "Organic Document" means,  relative to any entity, its certificate
and  articles  of  incorporation,  organization  or  formation,  its  by-laws or
operating  agreements,  and all equityholder  agreements,  voting agreements and
similar  arrangements  applicable  to any of its  authorized  shares of  capital
stock,  its  partnership  interests  or its  equity  interests,  and  any  other
arrangements  relating to the control or management of any such entity  (whether
existing as a corporation, a partnership, an LLC or otherwise).

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

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

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

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

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

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

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

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

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

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


                                       28
<PAGE>

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

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

     7.1.37. "Target Market Price" shall mean, at the time of any determination,
a price per share of Capital Stock (or options or warrants  therefor) based upon
a $20.0 million valuation of the equity of Company.

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

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

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

     7.2. GENERAL CONSTRUCTION AND INTERPRETATION.

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

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


                                       29
<PAGE>

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

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

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

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

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

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

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

                            ARTICLE 8. MISCELLANEOUS

     8.1. COMPLIANCE WITH FCC AND STATE PUC REQUIREMENTS.  Company and Purchaser
each  hereby  acknowledge  its intent that this  Agreement,  the  Warrants,  the
Warrant  Certificates  and the Warrant Shares (as well as the exercise of rights
hereunder)  each comply with all of the laws,  regulations  and orders of and/or
administered  by the FCC or any State PUC  relating  to  Purchaser's  ownership,
exercise and/or other


                                       30
<PAGE>

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

     8.2.  COMPLIANCE  WITH  PURCHASER'S  REGULATORY  REQUIREMENTS.  Company and
Purchaser each hereby acknowledge its intent that this Agreement,  the Warrants,
the  Warrant  Certificates  and the Warrant  Shares (as well as the  exercise of
rights  hereunder)  each  comply  with  all  of  the  statutory  and  regulatory
requirements  applicable to Purchaser (or any subsequent Holder) relating to its
ownership,  exercise and/or other realization of rights in connection  herewith.
If at any time the terms and conditions of any such ownership, exercise or other
ability  to  realize  upon  rights  violates  or is in  conflict  with  any such
regulatory  requirements  applicable to Purchaser (or such  subsequent  Holder),
then  Company and  Purchaser  (or such  subsequent  Holder) will  cooperate  and
negotiate  in good  faith to amend the  underlying  documents  (or the  relevant
rights therein) in order to enable  Purchaser (or such subsequent  Holder) to be
in compliance with such statutory and regulatory requirements.

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

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

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


                                       31
<PAGE>

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

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

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

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

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

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

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


                                       32
<PAGE>

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

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

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

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

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

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


                                       33
<PAGE>


     8.5.  FORUM  SELECTION;   CONSENT  TO  JURISDICTION.   ANY   LITIGATION  IN
CONNECTION  WITH OR IN ANY WAY  RELATED  TO THIS  AGREEMENT,  OR ANY  COURSE  OF
CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER VERBAL OR WRITTEN),  ACTIONS OR
INACTIONS OF ANY HOLDER OR COMPANY WILL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN
THE COURTS OF THE  COMMONWEALTH  OF  VIRGINIA OR IN THE UNITED  STATES  DISTRICT
COURT FOR THE EASTERN  DISTRICT OF VIRGINIA;  PROVIDED,  HOWEVER,  THAT ANY SUIT
SEEKING  ENFORCEMENT  AGAINST  COMPANY  MAY ALSO BE  BROUGHT  (AT SUCH  HOLDER'S
OPTION) IN THE COURTS OF ANY OTHER  JURISDICTION  WHERE ANY  PROPERTY OF COMPANY
MAY BE FOUND OR WHERE ANY HOLDER MAY OTHERWISE OBTAIN PERSONAL JURISDICTION OVER
COMPANY. COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF
THE COURTS OF THE  COMMONWEALTH  OF VIRGINIA AND OF THE UNITED  STATES  DISTRICT
COURT  FOR THE  EASTERN  DISTRICT  OF  VIRGINIA  FOR  THE  PURPOSE  OF ANY  SUCH
LITIGATION  AS SET FORTH ABOVE AND  IRREVOCABLY  AGREES TO BE BOUND BY ANY FINAL
AND NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION.
COMPANY FURTHER IRREVOCABLY  CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED OR
CERTIFIED MAIL,  POSTAGE  PREPAID,  OR BY PERSONAL SERVICE WITHIN OR OUTSIDE THE
COMMONWEALTH OF VIRGINIA.  COMPANY HEREBY EXPRESSLY AND IRREVOCABLY  WAIVES,  TO
THE  FULLEST  EXTENT  PERMITTED  BY LAW,  ANY  OBJECTION  WHICH  IT MAY  HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION  BROUGHT IN ANY
SUCH COURT  REFERRED  TO ABOVE AND ANY CLAIM THAT ANY SUCH  LITIGATION  HAS BEEN
BROUGHT IN AN  INCONVENIENT  FORUM.  TO THE EXTENT THAT COMPANY HAS OR HEREAFTER
MAY  ACQUIRE  ANY  IMMUNITY  FROM  JURISDICTION  OF ANY  COURT OR FROM ANY LEGAL
PROCESS  (WHETHER  THROUGH  SERVICE OR  NOTICE,  ATTACHMENT  PRIOR TO  JUDGMENT,
ATTACHMENT  IN AID OF  EXECUTION  OR  OTHERWISE)  WITH  RESPECT TO ITSELF OR ITS
PROPERTY, THEN COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT.

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


                      [BALANCE OF PAGE INTENTIONALLY BLANK]


                                       34
<PAGE>

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


ATTEST:                                     ACCESS ONE COMMUNICATIONS
                                            CORP. (Company)

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

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

                                         Facsimile: (954) 739-2476



WITNESS:                                   MCG FINANCE CORPORATION
                                           (Purchaser)


_______________________________            By: /s/ Steven F. Tunney
                                               --------------------
                                               Steven F. Tunney, Executive Vice
                                               President

                                           Address:   1100 Wilson Boulevard
                                                      Suite 800
                                                      Arlington, Virginia  22209

                                           Facsimile: (703) 247-7505