EXHIBIT 10.10

                  RESALE SOLUTIONS SWITCHED SERVICES AGREEMENT

THIS AGREEMENT (the "Agreement") is entered into by and between
SPRINT COMMUNICATIONS COMPANY L.P. ("Sprint"), and MATRIX
TELECOM, INC. ("Customer").  Sprint and Customer are "Parties"
hereto.

In consideration of the mutual promises  contained herein,  the Parties agree as
follows:

1.   DEFINITIONS.  Capitalized terms appearing in bold print are
defined in Exhibit 1.

2. CONFIDENTIALITY. During the Term and thereafter, neither Party shall disclose
any terms of this Agreement,  including pricing,  or Proprietary  Information of
the other  Party.  Proprietary  Information  shall  remain the  property  of the
disclosing Party. A Party receiving  Proprietary  Information  shall: (i) use or
reproduce such information  only when necessary to perform this Agreement;  (ii)
provide at least the same care to avoid  disclosure or unauthorized  use of such
information  as it provides to protect its own  Proprietary  Information;  (iii)
limit  access to such  information  to its  employees  or  agents  who need such
information  to perform  this  Agreement;  and (iv)  return or destroy  all such
information,  including copies, after the need for it has expired,  upon request
of the disclosing Party, or upon termination of this Agreement.

The  foregoing  notwithstanding,  Sprint  agrees to allow AvTel  Communications,
Inc., the corporate parent of Matrix ("AvTel") to disclose to the Securities and
Exchange  Commission  ("SEC") the minimum  amount of  information  necessary  to
insure  AvTel's  compliance  with  applicable  filing   requirements  under  the
Securities Act of 1933, as amended,  and the Securities Exchange Act of 1934, as
amended. In no event will any rates,  charges,  pricing, or other information in
any  Attachment  to the  Agreement  be  disclosed to the SEC without the express
written consent of Sprint, which shall not be unreasonably withheld.

Because  of the  unique  nature  of  Proprietary  Information,  a breach of this
paragraph  may  cause  irreparable  harm  for  which  monetary  damages  may  be
inadequate compensation. Accordingly, in addition to other remedies, a Party may
seek injunctive relief to enforce this paragraph.

3. TERM.  Provided  Customer executes this Agreement by March 13, 1998, the Term
will commence on February 14, 1998.  The Term will continue  after  commencement
for the period specified in Attachment A.

4.   TERMINATION FOR CAUSE.

4.1 A Party may terminate this Agreement upon the other Party's  failure to cure
any of the following  within 30 days following  written notice thereof:  (a) the
(i)   insolvency,   corporate   reorganization,   arrangement   with  creditors,
receivership  or  dissolution  of  the  other  Party;  or  (ii)  institution  of
bankruptcy  proceedings  by or  against  the  other  Party;  (b)  assignment  or
attempted  assignment  of the  Agreement  or any  interest  therein,  except  as
permitted by Paragraph 24 hereof;  (c) change in control of the defaulting Party
without the other Party's prior written




<PAGE>



consent,  which consent shall not be unreasonably withheld; (d) a final order by
a  government  entity  with  appropriate  jurisdiction  that  a  Service  or the
relationship  hereunder is contrary to law or  regulation;  or (e) breach of any
material provision herein not otherwise referred to in Paragraph 4.

4.2 Sprint may  terminate  this  Agreement  immediately  and  without  notice if
Customer  fails to cure a breach  as  provided  in  Paragraph  8 or  breaches  a
provision of Paragraph 17 or 18.

4.3 Customer may terminate the Agreement  upon 30 days written notice if special
rate adjustments exceed the maximum provided in Paragraph 16.

4.4 Upon  termination  of this  Agreement a Party may recover from the other all
sums it is owed at the time of termination.

5.   TERMINATION WITHOUT CAUSE:  EARLY TERMINATION CHARGE.

5.1 Customer may terminate this Agreement at any time without cause upon 90 days
prior  written  notice to Sprint and payment to Sprint of the Early  Termination
Charge in Subparagraph  5.2. Service will be discontinued the first business day
of the fourth month after such notice of termination.

5.2  Carrier  Transport  Base  Rates  and  Promotional  Discounts  are  based on
Customer's agreement to purchase Service for the entire Term. It is difficult if
not impossible to calculate  Sprint's loss if Customer  terminates the Agreement
pursuant  to  Subparagraph  5.1  prior  to the end of the  Term.  Therefore,  to
Compensate Sprint for such loss, and not as a penalty, Customer shall pay Sprint
an  Early  Termination  Charge  in the  event  of such  termination.  The  Early
Termination Charge shall equal 50% of the sum of the Minimum Commitment for each
month  remaining  in  the  Term  when  Service  is   discontinued   pursuant  to
Subparagraph  5.1.  The Early  Termination  Charge  shall be paid within 30 days
after the notice provided pursuant to Subparagraph 5.1.

6.   APPLICATION OF TARIFFS:  INTERSTATE ADJUSTMENT

6.1 Interstate and international Service shall be provided pursuant to Tariff as
supplemented  by  this  Agreement.  In the  event  of a  conflict  between  this
Agreement and any Tariff, the Tariff shall control.

6.2  Intrastate  Service  is  provided  pursuant  to  Tariff  in every  respect.
Promotional  Discounts  will not  apply to  intrastate  Service.  An  Interstate
Adjustment may be applied based on intrastate usage as provided in Attachment D.
The  Interstate  Adjustment  shall be based on  intrastate  usage at the Product
Hierarchy  Level and will equal the difference  between (a) such usage priced at
Tariff  less  Tariff  discounts  and (b) such  usage  priced  at the  Interstate
Adjustment  Rate in Attachment D less  Discount One  discounts.  The  Interstate
Adjustment for a given month shall not exceed interstate billing for such month.

6.3 Customer shall pay all Tariff charges including,  without limitation,  fixed
charges,  feature  charges,  enhanced  800  charges,  access  facility  charges,
installation and other non-recurring  charges except as noted in the Attachments
to this Agreement.

6.4 Sprint may modify or withdraw  Tariffs from time to time,  which may include
discontinuation of any Service without Sprint's




<PAGE>



liability.

7. RELATIONSHIP OF PARTIES.  Neither this Agreement nor the provision of Service
creates a joint  venture,  partnership  or agency  between  Sprint and Customer.
Customer is the service  provider with respect to End Users.  Sprint is merely a
supplier to Customer with no relationship to End Users.

8. USE OF NAME AND  MARKS.  This  Agreement  confers  no right to use the  name,
service marks, trademarks,  copyrights, patents or CIC of either Party except as
expressly  provided  herein.  Neither  Party  shall take any action  which would
compromise the registered copyrights or service marks of the other.

Sprint's name is proprietary  and nothing herein  constitutes a general  license
authorizing its use. Customer may not: (a) promote or advertise Sprint's name or
capabilities  to End Users or  prospective  End Users;  (b)  attempt to sell its
service using Sprint's  name; or (c) represent to End Users or  prospective  End
Users that they would be Sprint customers or that they may obtain Sprint service
from Customer.

Sprint shall  provide  Customer  written  notice of a breach of this  paragraph.
Customer  shall use its best efforts to immediately  cure such breach,  advising
Sprint of its actions.  If, in Sprint's notice,  then Sprint may, at its option,
terminate the Agreement pursuant to Subparagraph 4.2.

Sprint's  provision of Network  Extension  Service may result in End Users being
notified by their LEC that Sprint is their designated PIC.  Therefore,  to avoid
confusion and potential "slamming" complaints, Sprint hereby authorizes Customer
to use Sprint's  name under the  following  conditions to provide End Users from
whom  Customer  has  obtained  a PIC  Authorization  with  a  fulfillment  piece
containing the following Notice (the "Notice"):

     We want to  affirm  how ____  will  provide  your  long  distance  service.
     Although ____ will provide your invoice and customer service,  we use major
     national carriers to actually carry your long distance calls.

     After subscribing to our service,  you may receive a notice from your local
     phone  company  which says that your long  distance  "Carrier of Choice" is
     Sprint. ______ has selected Sprint as the long distance network provider it
     will use to handle your calls. That selection was based on your quality and
     price requirements. If you have any questions about your order, please call
     our toll free customer service number, 1-800-____-_________.

If  Customer  subscribes  to Sprint  Express,  calls  placed by End Users to the
Sprint ITFS number will be answered "Sprint  operator." This may cause confusion
if the End User does not know its calls are being carried on the Sprint network.
Therefore, to avoid such confusion, Sprint hereby authorizes Customer to provide
End Users  who use  Sprint  Express  with a  fulfillment  piece  containing  the
following notice (the "Sprint Express Notice"):  "International call origination
may be provided by a Sprint  operator."  Sprint may withdraw  consent to use the
Sprint Express Notice upon 10 days written notice.

Customer shall obtain Sprint's prior written  approval of any fulfillment  piece
in which the Notice or the Sprint Express




<PAGE>



Notice will appear.

9. SERVICE. Services provided hereunder are described in Exhibit 2.

10.  LEGAL COMPLIANCE:  REMEDIES FOR NON-COMPLIANCE.

10.1 Customer  represents and warrants that (a) it has obtained all licenses and
regulatory authority necessary to operate as contemplated herein and (b) it will
not submit an End User ANI for activation  without  obtaining and  maintaining a
proper PIC Authorization.

10.2 If, in Sprint's opinion,  Customer breaches this paragraph,  Sprint may (a)
terminate this Agreement  pursuant to Subparagraph  4.1(e),  (b) reject End User
ANIs  submitted  by  Customer  for  placement  under  its  account,  and/or  (c)
discontinue  Promotional Discounts.  If Sprint elects option (b) or (c), it will
resume accepting ANIs and/or reinstate Promotional Discounts only after Customer
produces evidence satisfactory to Sprint that it has cured its breach.

11.  CUSTOMER RESPONSIBILITIES.

11.1 Customer shall not be relieved of any obligation hereunder by virtue of the
fact that Service is ultimately used by End Users.

11.2 Customer shall produce for Sprint's inspection,  at Customer's expense, any
PIC  Authorization  within 48 hours after Sprint's oral or written  request,  or
within any shorter period  required by a LEC or regulatory  agency.  If Customer
fails  to  comply  with  this  subparagraph,  then  Sprint  may (a)  discontinue
Promotional  Discounts  and/or  (b)  refuse to  activate  additional  ANIs under
Customer's account.

11.3  Customer  shall  reimburse  Sprint  for any charge  assessed  by a LEC for
processing a PIC request  initiated by Customer and pay Sprint a PIC  Assessment
Fee equal to 25% of such charge.

11.4 Customer shall be solely  responsible  for End User  solicitation,  service
requests, creditworthiness, customer service, billing and collection.

11.5 Customer shall be financially  liable for usage  generated by each End User
ANI activated by Sprint until such ANI is presubscribed to another IXC. Customer
may request  Sprint to block  Network  Extension  Service to an ANI upon the End
User's failure to pay Customer,  subject to Customer's  prior  certification  to
Sprint that it has given the End User any notice required by law. Customer shall
reimburse Sprint for expenses incurred to block an ANI.

11.6  Customer  shall be solely  liable for amounts it cannot  collect  from End
Users, and billing  adjustments it grants End Users,  including  adjustments for
fraudulent charges, directory assistance or any other form of credit.

11.7 Customer shall comply with Sprint's  network  interface  procedures when it
orders its own access facilities.

12. SERVICE  ACTIVATION.  Sprint will use reasonable efforts to provide switched
Service within 15 days, and dedicated Service




<PAGE>



within 30 days,  following  Customer's  order,  or the requested  delivery date,
whichever  is later.  These  deadlines  will be extended by the time it takes to
address  activation errors or obtain from Customer a complete and accurate order
or PIC  Authorization.  Customer  shall  reimburse  Sprint for LEC imposed  fees
resulting from a request to expedite Service.

13.  PRICING; FORWARD PRICING; GENERAL CONDITIONS.

13.1 Pricing.  Resale Solutions Base Rates and Promotional
Discounts are contained in the Attachments hereto.

13.2  Prices  in Lieu of  Other  Discounts.  Resale  Solutions  Base  Rates  and
Promotional  Discounts  are extended in lieu of any other Tariff or  contractual
discount,  special pricing, or discount term plan.  Discounts upon discounts are
only permitted if expressly provided for herein.

13.3  Prices  Contingent  on  Performance.   Resale  Solutions  Base  Rates  and
Promotional Discounts are contingent on Customer's full performance of all terms
of the Agreement.  If Customer fails to pay the undisputed portion of an invoice
pursuant to  Paragraph  17, all  Service  for which  payment is past due may, at
Sprint's option, be priced at Resale Solutions Base Rates.

13.4 Per Minute Charges.  Resale Solutions Base Rates are
invoiced based on Per Minute Charges utilizing the Rate Periods
and Billing Increments in Attachment B.

13.5 Non-Bell  Switched  Origination,  Termination and 800 Origination  Charges.
Customer  shall pay the charges  specified in Attachment B for each  originating
minute and each terminating  minute of an interstate call that originates and/or
terminates in a Non-Bell Service Area.

13.6 Switched  Origination,  and  Termination  Charges.  Customer  shall pay the
charges  specified  in  Attachment  B  for  each  originating  minute  and  each
terminating minute of an interstate call.

13.7 Promotional Pricing Levels. Customer will receive Discount One and Discount
Two discounts applied only to Rate Elements as provided in Attachments C and D.

13.8 Forward  Pricing.  As a transition to the pricing  hereunder,  Discount Two
discounts may be based for a period of time on the grater of  Customer's  actual
Discount Two Monthly Volume of Service or a specified  Forward Pricing Volume of
Service.  The Forward  Pricing  Volume of Service and the period during which it
may be applied are specified in Attachment A.

13.9  Pricing  Contingent  on  Primary  Carrier  Status.  Pricing  hereunder  is
contingent on Customer  utilizing  Sprint as its Primary Carrier for the Primary
Carrier Services listed in Attachment A.

If 800 Service is a Primary  Carrier  Service then Customer  shall (a) designate
Sprint as its Primary Carrier in the 800 Service  Management System database for
all interstate  800 traffic that is not originated  directly by Customer and (b)
maintain  access  facilities  sufficient  to send at least 80% of its traffic to
Sprint  with no more than 2%  blockage  during the peak busy hour of  Customer's
average business day.




<PAGE>



If Resale Connect One Plus is a Primary Carrier Service then 80% of all End User
ANIs under Customer's control shall be PICed to Sprint during the Term.

If  Resale  Direct  Extension  is a  Primary  Carrier  Service  then  80% of all
Dedicated  Access  End Users  under  Customer's  control  shall be placed on the
Sprint network during the Term.

If Resale  Direct is a Primary  Carrier  Service then  Customer  shall  maintain
access  facilities  sufficient  to send to Sprint  at least  99% of the  traffic
Customer does not terminate itself.

Customer shall  produce,  within 30 days following  Sprint's  request,  evidence
acceptable to Sprint that it is in compliance with this subparagraph. Failure to
maintain Sprint as Primary Carrier on any Primary Carrier Service will result in
Service  being  provided  hereunder  at  Carrier  Transport  Base  Rates for the
remainder of the Term.  Customer may select a temporary  back-up carrier for any
period during which it is affected by a Sprint network outage.

14.  SURCHARGES.

14.1 Minimum Commitment Surcharge.  Any month Customer fails to meet the Minimum
Commitment  stated on Attachment  A, Customer  shall pay a surcharge for Service
provided  during such month equal to 25% of the  difference  between the Minimum
Commitment and Customer's Net Usage.  The Minimum  Commitment  shall not relieve
Customer of any credit or security obligation hereunder.

14.2 LEC Cap Surcharge.  Any month Customer exceeds the Maximum Non-Bell Traffic
Percentage  specified in Attachment B for any Service type,  Customer  shall pay
Sprint the per minute  surcharge for such Service  specified in Attachment B for
each minute above the Maximum Non-Bell  Traffic  Percentage that originates from
or terminates to a Non-Bell Service Area.  Maximum Non-Bell Traffic  Percentages
will be calculated independently for originating and terminating minutes at each
Product Hierarchy Level.

14.3 Minimum  Average Time  Requirement  Surcharge.  Any month Customer fails to
equal or exceed the Minimum Average Time  Requirement  specified in Attachment B
for Services  specified in Attachment  B, then  Customer  shall pay Sprint a per
minute surcharge on such usage equal to (a) the per minute  surcharge  specified
in  Attachment  B  multiplied  by (b) the  difference  between (i) the number of
minutes  the  Service  was used and (ii) the number of calls  using the  Service
multiplied by the Minimum  Average Time  Requirement.  This  surcharge  shall be
calculated at each Product Hierarchy Level.

14.4  Noncomplete  Call  Surcharge.  Any  month  Customer  exceeds  the  Maximum
Noncomplete 800 Call percentage for interstate  Resale Direct Toll Free,  Resale
Direct Toll Free Extension,  and/or  interstate Resale Connect Toll Free traffic
as stated on Attachment B,  Customer  shall pay Sprint a surcharge  equal to the
amount  stated in  Attachment B for each  Noncomplete  800 Call in excess of the
Maximum  Noncomplete 800 Call Percentage.  This surcharge shall be calculated at
each Product Hierarchy Level.

14.5 Minimum Port Usage  Surcharge.  Any month Customer fails to equal or exceed
the Minimum Port Usage per Active  Resale Direct Port as stated on Attachment A,
Customer  shall  pay  Sprint  a  surcharge  on its  Direct  usage  equal  to the
difference between (a)




<PAGE>



Customer's  actual Net Usage for Resale Direct  Service and (b) the Minimum Port
Usage  multiplied  by the total  number  of Active  Resale  Direct  Ports.  This
surcharge shall be calculated at each Product Hierarchy Level.

15. SERVICE CHARGES. Customer shall pay Sprint a $25 service charge for each End
User  ANI  or 800  number  Customer  submits  for  activation  (a)  that  sprint
determines  lacks a proper  PIC  Authorization  or (b) that  requires  Sprint to
disconnect  or transfer  such ANI or 800 number from  Sprint's  data base before
placing  it within  Customer's  CTIS  hierarchy.  However,  the  service  charge
provided for in 15(b) will be waived if such End User ANIs,  or 800 numbers,  do
not exceed 15% of the total ANIs, or 800 numbers,  submitted by Customer  during
the previous 90 days.

16.  SPECIAL RATE ADJUSTMENTS.

16.1 Sprint may,  after 15 days notice to Customer,  adjust the price of Service
provided  hereunder  to  reflect  changes  in  international  cost of service or
currency exchange rates.

16.2  Sprint  will  amend   Attachment  B  switched   origination  and  switched
termination  access charges  effective on the first day of January and July. The
adjustment  will  reflect   increases  and/or  decreases  in  statewide  average
per-minute  originating and terminating interstate LEC access charges imposed on
Sprint.  Customer  will  pay  amended  Attachment  B  charges  beginning  on the
effective  date of the  amendment  until the  effective  date of the  succeeding
amendment.  Attachment  B charges  apply only to those  Services  identified  in
Attachment B, paragraph B.13.6.

17.  PAYMENT FOR SERVICE.

17.1 Payment  Obligation.  Customer shall pay Sprint for Service pursuant to the
terms of this Agreement and applicable Tariffs.

17.2  Call  Detail.  Sprint  will  provide  Customer  with a call  detail  media
containing  Customer's  Service usage.  Sprint may, at it's option,  and without
liability to Customer,  modify the format of the call detail media  following 30
days written notice to Customer.

17.3  Payment  Procedure.  Sprint  will  invoice  Customer  monthly  for service
provided hereunder.  Invoices shall be due and payable upon receipt.  Undisputed
charges for Service that are not paid within 30 days after Customer's receipt of
the  invoice  shall be past due.  Interest  will be charged on past due  amounts
beginning  the 31st day  following  Customer's  receipt of the invoice at a rate
equal to the lesser of 18% per annum or the maximum rate allowed by law.

The price of Service is exclusive of applicable  taxes.  Resale  Solutions  Base
Rates and Promotional Discounts are contingent on Customer providing Sprint with
certificates from appropriate taxing  authorities  exempting Customer from taxes
that would otherwise be invoiced hereunder.

17.4 BILLING  DISPUTES.  If Customer in good faith disputes any invoiced amount,
it shall submit to Sprint, within 60 days following receipt of the invoice, full
payment of the  undisputed  portion of the  invoice  and  written  documentation
identifying and substantiating the disputed amount. If the Parties, in good




<PAGE>



faith,  cannot resolve the dispute within a reasonable  period of time, then the
dispute shall be settled by arbitration pursuant to Paragraph 22.

18. PAYMENT  SECURITY.  Provision of Service is contingent on credit approval by
Sprint.  Upon request by Sprint,  Customer  shall provide  Sprint with financial
statements,  or other  indications  of Customer's  Financial  circumstances.  If
Customer's financial circumstances or payment history is or becomes unacceptable
to Sprint,  then Sprint may require a deposit,  irrevocable  letter of credit or
other form of security acceptable to Sprint.  Customer's failure to provide such
security within 10 days following  Sprint's  request shall  constitute a default
under Subparagraph 4.2.

19.  INDEMNIFICATION.  Each Party (as "Indemnitor") shall indemnify,  defend and
hold  harmless  the other party (as  "Indemnitee")  from and against any and all
liabilities,   costs,  damages,  fines,  assessments,   penalties  and  expenses
(including  reasonable  attorneys'  fees)  resulting  from  (a)  breach  of  any
provision in this Agreement by Indemnitor,  its employees or agents,  or (b) any
misrepresentation or illegal act of Indemnitor, its employees or agents, arising
out of the Indemnitor's performance hereunder.

Customer shall  indemnify,  defend and hold Sprint harmless from and against any
and all liabilities,  costs and damages (including  reasonable  attorneys' fees)
resulting  from any claim  arising  out of: (i) use of Service  by  Customer  to
extend its  service to End Users;  (ii) use of Service by Customer or End Users;
(iii)  libel,  slander,  or patent or  trademark  infringement  arising from the
combination or use of Service with Customer  provided service or facilities;  or
(iv) Customer's marketing, advertising, sales or promotional activities.

20.  LIMITATION  OF  LIABILITY.  IN NO EVENT  SHALL  EITHER  PARTY BE LIABLE FOR
SPECIAL,  INDIRECT,  INCIDENTAL,  CONSEQUENTIAL OR EXEMPLARY DAMAGES,  INCLUDING
LOSS OF PROFITS,  LOSS OF CUSTOMERS OR GOODWILL ARISING FROM THE RELATIONSHIP OR
CONDUCT OF BUSINESS HEREUNDER.

21.  WARRANTIES.  WARRANTIES AND REMEDIES SET FORTH IN THE AGREEMENT AND SPRINTS
TARIFFS ARE THE ONLY  WARRANTIES  AND REMEDIES WITH RESPECT TO THE SERVICE,  AND
ARE IN LIEU OF ANY  OTHER  WARRANTY,  WRITTEN  OR ORAL,  STATUTORY,  EXPRESS  OR
IMPLIED,  INCLUDING  WARRANTIES OF MERCHANTABILITY  AND FITNESS FOR A PARTICULAR
PURPOSE.

22. ARBITRATION. Any dispute arising out of or relating to the Agreement will be
finally  settled by  arbitration  in  accordance  with the rules of the American
Arbitration  Association.  The arbitration will be governed by the United States
Arbitration Act, 9 U.S.C. Sec. 1, et. seq., and judgment upon the award rendered
by the  arbitrator(s)  may  be  entered  by any  court  with  jurisdiction.  The
arbitration will be held in the Kansas City, MO metropolitan area.

23. NOTICES.  Notices,  requests or other  communications  (excluding  invoices)
hereunder shall be in writing and sent by certified mail addressed as follows:

     If to Sprint:  Sprint Communications Company
                    5420 LBJ Freeway, Suite 1700




<PAGE>



                    Dallas, TX  75240
                    Attention:  Vice President-Wholesale Services

     With copy to:  Sprint Communications Company
                    8140 Ward Parkway
                    Kansas City, MO  64114
                    Attention:  Vice President Law-
Marketing/Sales

     If to Customer:______________________________
                    ==============================
                    Attention:____________________

24. ASSIGNMENT. Neither this Agreement nor any right or obligation hereunder may
be assigned or delegated to any other entity  without the prior written  consent
of the other Party, which consent shall not be unreasonably withheld.

25.  EXCUSABLE  DELAY.  In the  event  of an  Excusable  Delay  the  performance
obligations  of the Parties  hereunder  shall be suspended and the Term shall be
extended  for a period  of time  equal to the  length of such  delay;  provided,
however,  the affected Party shall promptly notify the other Party of the nature
of the delay and the estimated time that it will continue. If an Excusable Delay
continues for more than 90 days and has a material  adverse  impact on the other
Party,  such other Party may, at its option and upon written notice to the other
Party, terminate this Agreement without liability other than payment for Service
provided prior to termination.  Notwithstanding the foregoing, neither party may
invoke this paragraph with regard to any event listed in Paragraph 4 or to delay
performance of Paragraphs 17 or 18.

26.  CAPTIONS.  Captions  of the  paragraphs  and  subparagraphs  herein are for
convenience  only,  are not part of the  Agreement and shall not define or limit
any of the Agreement's terms.

27.  CHOICE OF LAW.  This Agreement shall be construed in
accordance with, and governed by, the laws of the State of
Kansas.

28. RULES OF  CONSTRUCTION.  No rule of  construction  requiring  interpretation
against the draftsman shall apply in the interpretation of this Agreement.

29. ENTIRE  AGREEMENT.  This Agreement,  together with the attached Exhibits and
Attachments,  represents the entire agreement of the Parties with respect to the
subject matter hereof and supersedes  all other  agreements  between the Parties
relating to the Service.

30.  MODIFICATION  OF  AGREEMENT.  This  Agreement,  including  its Exhibits and
Attachments, may be amended, modified or supplemented only by a separate written
document executed by both Parties with the formality of this Agreement.

31. WAIVER OF TERMS. No term or provision herein shall be waived,  and no breach
or default  excused,  unless  such waiver or consent is in writing and signed by
the Party to which it is  attributed.  No consent by a Party to, or waiver of, a
breach or default by the other,  whether express or implied,  shall constitute a
consent to, or waiver of, any subsequent breach or




<PAGE>



default.

32. PARTIAL  INVALIDITY.  If any provision of this Agreement shall be invalid or
unenforceable,  such  invalidity  or  unenforceability  shall not  invalidate or
render the Agreement unenforceable,  but rather the Agreement shall be construed
as if not containing the invalid or unenforceable  provision.  However,  if such
provision is an essential element of this Agreement,  the Parties shall promptly
attempt to negotiate a substitute therefor.

33.  CUMULATIVE  REMEDIES.  Except as otherwise  provided  herein,  the remedies
provided for in this Agreement are in addition to any other  remedies  available
at law or in equity.

34.  EXPIRATION OF OFFER.  Sprint's offer to enter into this Agreement  shall be
withdrawn if the Agreement is not executed by both Parties  within 45 days after
the Proposal Date stated on Attachment A.

EXECUTED and made effective as provided herein.


MATRIX TELECOM, INC.             SPRINT COMMUNICATIONS COMPANY L.P.


By /s/ JAMES P. PISANI           By /s/ PAGET ALVES
----------------------           ----------------------------------
       President                    President, Wholesale Services Group

Date: March 12, 1998





<PAGE>