MCI
     MCI Telecommunications
     Corporation
     205 N. Michigan Avenue
     Chicago, IL 60601
     312 856 2121

                             FIRST AMENDMENT TO MCI
                             CORPORATE SERVICE PLAN

         THIS  FIRST  AMENDMENT  TO  MCI  CORPORATE  SERVICE  PLAN  (hereinafter
referred to as the "Amendment") is entered into as of the dates set forth below,
by and between MCI Telecommunications Corporation ("MCI") and Morgan Group, Inc.
and its wholly owned subsidiaries  (identified in Exhibit A, attached hereto and
incorporated herein) ("collectively,  the Customer "), effective as of the first
day of the fire full month after the tariff  governing  the offering  under this
First  Amendment  becomes  effective or the first day of the month if the tariff
effective  date is the same date (such date is  hereinafter  referred  to as the
"First Amendment Effective Date").

                                   WITNESSETH:

         WHEREAS,  heretofore,  Customer  and MCI entered  into that certain MCI
Corporate  Service Plan dated December 5, 1994 (the "Agreement") with respect to
certain  services  to be  provided  to  Customer  by MCI,  as more  particularly
described therein; and

         WHEREAS,  Customer  and MCI  wish to amend  the  Agreement  to  reflect
         certain changes;

         NOW,  THEREFORE,  in  consideration  of the  premises,  the  terms  and
conditions stated herein, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto hereby agree
as follows:

1.       Definitions.  All  capitalized  terms  used  herein  and not  expressly
         defined herein shall have the  respective  meanings given to such terms
         in the Agreement.

2.       CSP Definitions. Section I of the Agreement is hereby amended by adding
         the following:

         "For purposes of this Agreement,  the collective term "Customer"  shall
         also  include (i) Morgan  Group,  Inc.  and (ii) Morgan  Group,  Inc.'s
         wholly  owned  subsidiaries   identified  in  Exhibit  A.  The  monthly
         recurring  usage charges for  Representatives  of Morgan Drive Away who
         chose to participate under this Agreement  pursuant to Section 22 below
         ("Representatives")  shall be included in the calculation of the Annual
         Minimum under this Agreement."

3.       Term.  The  Agreement  is hereby  amended by deleting  Section 5 in its
         entirety and replacing it with the following new Section 5:


                                                        -1-

<PAGE>



         "5.      The initial  term of this  Agreement  shall be for a period of
                  thirty (30) months commencing on the First Amendment Effective
                  Date.  After the initial term,  this Agreement shall remain in
                  effect on a month to month basis,  unless terminated by Morgan
                  Group,  Inc. or MCI on thirty (30) days prior written  notice;
                  provided,  however,  that during the period of usage following
                  the initial service term Morgan Group,  Inc. shall not receive
                  any discounts or credits in any month in which  Customer's use
                  of MCI services does not equal or exceed one-twelfth  (1/12th)
                  of the Annual Minimum ("Monthly Minimum"). In the event Morgan
                  Group,  Inc.'s usage meets the Monthly Minimum during the each
                  month following the initial service term,  Morgan Group,  Inc.
                  shall be entitled to receive the rates and discounts  provided
                  pursuant to this Agreement."

4.       Annual Minimum.  The Agreement is hereby amended by deleting  Section 6
         in its entirety and replacing it with the following new Section 6:

         "6.      ANNUAL   MINIMUM.   (a)  Customer   agrees  that  during  each
                  consecutive  twelve  (12)  month  period of the  initial  term
                  ("Annual  Period"),  Customer  will purchase from MCI at least
                  Nine  Hundred  Thousand  Dollars  ($900,000),  or a  pro  rata
                  portion   thereof  for  any  partial  Annual  Period  ("Annual
                  Minimum") in the MCI services set forth in Attachments I and 2
                  (as more fully time elect to convert the balance  remaining in
                  the Fund to  invoice  credits.  Such  credits  will be applied
                  within two (2) invoices following Customer's request.

         (e)      In the event  Customer's MCI account is in arrears at any time
                  during the initial  term of this  Agreement,  MCI may elect in
                  its sole  discretion to convert  Customer's  outstanding  Fund
                  balance,  at any time, into invoice credits in order to offset
                  amounts   owed   to   MCI,    including   without   limitation
                  underutilization   charges  and  charges  arising  from  early
                  termination.   In  the  event  this  Agreement  is  terminated
                  pursuant to Section 7 hereof, any credit balances remaining in
                  the Fund at the date of early  termination  will be forfeited,
                  and any amount  which was used  towards  participating  vendor
                  products  or MCI  invoice  credits  will  be  charged  back to
                  Customer.

         (f)      The Fund balance will be  unavailable  to Customer  during any
                  period in which Customer has failed to comply with any payment
                  arrangement  pursuant  to the  Tariff,  or has  failed  to pay
                  invoices in a timely manner.

6.       Representatives  Program. The Agreement is hereby amended by adding the
         following new Section 22:

         "22.     (a) in order to remain  eligible  to  participate  under  this
                  Agreement,  each Morgan Drive Away Representative must fulfill
                  all  the   requirements  to  be  considered  a  Representative
                  according to Morgan Drive  Away's  terms and  conditions.  The
                  parts  of this  agreement  that  relate  to the  provision  of
                  telecommunications services and any

                                                        -2-

<PAGE>



                  related  discounts  and  credits  to   Representatives   shall
                  constitute the  "Program."  Morgan Drive Away shall notify MCI
                  in a mutually agreed upon manner of the Representatives  which
                  elect to participate  under this Agreement.  Morgan Drive Away
                  shall make  reasonable  efforts to notify MCI on or before the
                  tenth  (10th) day of each month of the term of this  Agreement
                  of  any  changes,   modifications   or   alterations   to  the
                  Representatives  participating  under this  Agreement for such
                  month. Such changes,  alterations,  or modifications  shall be
                  effective  on the first day of the next  month.  Any  changes,
                  modifications  or  alterations   received  by  MCI  after  the
                  fifteenth  (15th)  day of a month  shall be  effective  on the
                  first day of the second full  billing  month after the date of
                  the written or electronic notification to MCI.

         (b)      Morgan Group,  Inc. agrees to actively  promote  participation
                  under this Agreement to the Morgan Drive Away Representatives.
                  Morgan Group,  Inc. will not during the term of this Agreement
                  enter into or promote  participation  with any other  programs
                  for the provision of interstate,  intrastate, or international
                  telecommunications services. This provision shall not apply to
                  any existing  written  arrangements  currently in place at the
                  time of execution of this First Amendment."

7.       Payment.  The  Agreement is hereby  amended by adding the following new
         Section 23:

         "23.     Payment.

                  (a)      Morgan Group, Inc.  Services.

                           For any MCI Services  purchased by Morgan Group, Inc.
                           during the Service term, Morgan Group, Inc. shall pay
                           MCI the total invoiced amount for such MCI Service(s)
                           within twenty-five (25) days of the MCI invoice date.

                  (b)      Morgan Drive Away Representatives' Services.

                           In addition to Paragraph  23(a) above,  Morgan Group,
                           Inc.  assumes  responsibility  for  payment  of MCI's
                           invoices  to  Representatives.   Notwithstanding  the
                           foregoing,    MCI    shall    directly    bill    the
                           Representatives  who participate in the Program.  MCI
                           will attempt to collect the invoiced amounts directly
                           from  such  Representatives  in  accordance  with its
                           standard business practices. In the event that MCI is
                           unable to collect any of such invoiced amounts within
                           thirty (30) days from the MCI invoice date,  MCI will
                           invoice  Morgan  Group,  Inc. for the unpaid  invoice
                           amounts.  Morgan Group,  Inc. shall pay MCI the total
                           amounts  invoiced to Morgan  Group,  Inc.  under this
                           Paragraph  within  twenty-five  (25)  days of the MCI
                           invoice date."

8.       The Agreement is hereby amended by adding the following new Section 24:


                                                        -3-

<PAGE>



         "24.     Commencing on the First  Amendment  Effective Date and through
                  expiration of the initial term:

         (a)      Customer shall have no less than ten (10) locations purchasing
                  MCI Vision Services  pursuant to this  Agreement.  If Customer
                  fails  to meet  the  requirement  identified  in this  Section
                  24(a), Customer shall pay standard tariff rates for MCI Vision
                  Services, excluding any discount provided herein;

         (b)      No less than 9% of  Customer's  total  outbound  Vision  usage
                  (excluding access/egress charges, feature charges, tax and tax
                  related  surcharges),  as  measured  in  minutes,  shall occur
                  during   OFF-Peak  hours  (as  defined  in  the  Tariff).   If
                  Customer's  actual  outbound  Vision usage is less than the 9%
                  threshold, Customer shall be charged a per minute surcharge of
                  $0.03 on each minute below the 9% threshold;

         (c)      No less than 25% of  Customer's  total  usage of MCI  Services
                  provided  herein  (excluding  access/egress  charges,  feature
                  charges,  tax and tax  related  surcharges),  as  measured  in
                  minutes,  shall originate via dedicated access facilities.  If
                  Customer's  actual  usage  of  MCI  Services  provided  herein
                  originating via dedicated  access  facilities is less than the
                  25%  threshold,   Customer  shall  be  charged  a  per  minute
                  surcharge of $0.03 on each minute below the 25% threshold;

         (d)      No  less  than  50%  of  Customer's  total  MCI  Vision  usage
                  (excluding access/egress charges, feature charges, tax and tax
                  related  surcharges),   as  measured  in  minutes,   shall  be
                  interstate usage. If Customer's actual usage of interstate MCI
                  Vision Service is less than the 50% threshold,  Customer shall
                  be  charged a per  minute  surcharge  of $0.03 on each  minute
                  below the 50% threshold."

9.       Pricing/Discounts.  The Agreement is hereby amended by deleting Section
         2.A.(I) in its entirety and replacing it with the following new Section
         2.A.(l):

         "2.A.    MCI Vision Service and MCI Vision 800 Service.

                  (1) Morgan Group,  Inc. shall receive the rates and charges on
                  MCI Vision Service and MCI Vision 800 Service  associated with
                  the Vision Value  Insurance  Plan Plus ("Vision VIP Plus"),  a
                  and the discounts below.  Morgan Group,  Inc. will receive the
                  rates and charges  associated  with the thirty-six  (36) month
                  Vision VIP Plus at the Four  Hundred  Eighty  Thousand  Dollar
                  ($480,000)  commitment  level,  but  minimum  volume  and term
                  requirements  in MCI  Tariff  FCC No.  1  ("Tariff')  will not
                  apply.

                  In addition,  the following  discounts  will apply to domestic
interstate charges only.

                  MCI Vision Service                           29%
                  MCI Vision 800 Service                       29%

                                                        -4-

<PAGE>



No other  discounts  shall  apply to  domestic  MCI  Vision  and MCI  Vision 800
services.  Morgan  Drive  Away  Representatives  shall not be  eligible  for the
discounts identified in this Section 2.A(l). "

10.      Credits.  Attachment 1 of the  Agreement is hereby  amended by deleting
         subsections 2.F(l), 2.F.(2) and 2.F.(3) in their entirety and replacing
         them with the following new subsections 2.F.(I) and 2.F. (2):

         "F. (1) Domestic  Intrastate  Vision Service.  For domestic  intrastate
         Vision Service,  Morgan Group,  Inc. shall pay standard tariffed rates.
         In addition,  Morgan Group,  Inc.  shall receive a monthly credit in an
         amount equal to thirty-three percent (331/6) times Morgan Group, Inc.'s
         domestic  intrastate Vision monthly usage charges  (exclusive of taxes,
         surcharges,  pass-through access/egress or related charges) at standard
         tariffed rates after application of applicable tariffed discounts based
         on Morgan Group, Inc.'s domestic  intrastate Vision usage charges.  The
         resulting  credit  shall be applied to Morgan  Group,  Inc.'s  domestic
         interstate usage charges (excluding taxes,  surcharges and pass-through
         access/egress or related  charges).  Morgan Drive Away  Representatives
         shall not be eligible for the discounts identified in this Section 2.F.

         (2) Domestic  Intrastate  Vision 800 Service.  For domestic  intrastate
         Vision 800 Service,  Morgan  Group,  Inc.  shall pay standard  tariffed
         rates. In addition,  Morgan Group,  Inc. shall receive a monthly credit
         in an amount equal to  thirty-two  percent  (32%) times  Morgan  Group,
         Inc.'s domestic  intrastate Vision 800 monthly usage charges (exclusive
         of taxes, surcharges, pass-through access/egress or related charges) at
         standard  tariffed  rates  after  application  of  applicable  tariffed
         discounts based on Morgan Group,  Inc.'s domestic intrastate Vision 800
         usage  charges.  The resulting  credit shall be applied to Morgan Group
         Inc.'s domestic  interstate usage charges (excluding taxes,  surcharges
         and pass-through  access/egress or related charges).  Morgan Drive Away
         Representatives  shall not be eligible for the discounts  identified in
         this Section 2.F."

11.      Dedicated Leased Line Services. Attachment 1 of the Agreement is hereby
         amended by adding the following new Section 2.H.:

         "H.      For each type of MCI  Dedicated  Leased Line  Service,  Morgan
                  Group,  Inc.  shall  receive the discounts  associated  with a
                  corresponding  three  (3) year  Twenty  Five  Thousand  Dollar
                  ($25,000)  Network  Pricing  Plan  (NPP).  Morgan  Drive  Away
                  Representatives  shall  not  be  eligible  for  the  discounts
                  identified in this Section 2.H."

12.      Rate Stabilization.  Attachment 1 of the Agreement is hereby amended by
         adding the following new Section 2.1.:

         "I.      To the extent that the effective tariffed rates for MCI Vision
                  Service and/or MCI Vision 800 Service  subscribed to by Morgan
                  Group),  Inc, increase during the initial service term of this
                  Agreement,   Morgan  Group,   Inc,  will  be  subject  to  any
                  applicable tariff increase,

                                                        -5-

<PAGE>



         provided,  however,  that Morgan Group,  Inc. will only be subject to a
         maximum  increase of four percent (4%) for MCI Vision  Service and four
         percent (4%) for MCI Vision 800 Service during each year of the initial
         service  term.  For purposes of this Section 2.1. of  Attachment 1, the
         term  "effective  tariffed  rate" shall mean the tariffed  base rate in
         effect on the First Amendment Effective Date."

13.      Representative Pricing and Discounts.  Attachment 1 of the Agreement is
         hereby amended by adding the following new Section 3:

         "3.      Rates and Discounts for MCI Services  Provided to Morgan Drive
                  Away  Representatives.  The rates identified below are in lieu
                  of all other  rates and  discounts  provided  by MCL Except as
                  provided in this Section 3 of  Attachment 1, Morgan Drive Away
                  Representatives  shall not be eligible for any other services,
                  rates or discounts provided in this Agreement.

                  (a)      MCI Vision Service.

                           For domestic MCI Vision Service, Representatives will
                           receive the following postalized per minute rates for
                           switched interstate usage:

                           Switched/Interstate                   $0.145

                  (b)      MCI Vision 800 Service.

                           For domestic MCI Vision 800 Service,  Representatives
                           will  receive  the  following  postalized  per minute
                           rates for switched interstate usage:

                           Switched/Interstate                   $0.1625

14.      Revenue  Achievement  Credits.  Attachment 1 of the Agreement is hereby
         amended by adding the following new Section 4:

         "4. Revenue Achievement  Credits.  Morgan Group, Inc. shall receive the
         applicable  one-  time  credit  in the  event  it meets  the  following
         requirements.  Morgan Group,  Inc. shall notify MCI in writing,  within
         thirty days such requirements are met, of the option it selects.

         Option Number 1:

         (a) In the  event  Customer's  usage  (excluding  tax  and  tax-related
         surcharges),  attributable  to  end-users  participating  in the Morgan
         Drive  Away  Representatives  Program.  equals or exceeds  One  Hundred
         Thousand  ($100,000) in either the first six (6) month period or second
         six (6) month  period of the first  Annual  Period of the initial  term
         commencing on the First Amendment  Effective Date,  Morgan Group,  Inc.
         shall receive a credit equal to Twelve

                                                        -6-

<PAGE>



         Thousand  Five  Hundred  Dollars  ($12,500),  which shall be applied to
         Morgan Group,  Inc.'s sixth monthly  invoice  following the  applicable
         period in which such credit is earned;  provided however, if the credit
         earned is due after  expiration of the initial term,  such amount shall
         be added to the Customer's final invoice.

         (b) In the  event  Customer's  usage  (excluding  tax  and  tax-related
         surcharges),  attributable  to  end-users  participating  in the Morgan
         Drive Away Representatives Program, equals or exceeds One Hundred Fifty
         Thousand  ($150,000) in either the first six (6) month period or second
         six (6) month period of the second  Annual  Period of the initial term,
         commencing on the First Amendment  Effective Date,  Morgan Group,  Inc.
         shall receive a credit equal to Seventeen Thousand Five Hundred Dollars
         ($17,500), which shall be applied to Morgan Group, Inc.'s sixth monthly
         invoice following the applicable period in which such credit is earned;
         provided  however,  if the credit earned is due after expiration of the
         initial  term,  such  amount  shall be added  to the  Customer's  final
         invoice.

or

         Option Number 2:

         (a) In the  event  Customer's  usage  (excluding  tax  and  tax-related
         surcharges),  attributable  to  end-users  participating  in the Morgan
         Drive  Away  Representatives  Program,  equals or exceeds  One  Hundred
         Thousand  ($100,000) in either the first six (6) month period or second
         six (6) month  period of the first  Annual  Period of the initial  term
         commencing on the First Amendment  Effective Date,  Morgan Group,  Inc.
         shall  receive  a  discount  in the form of a credit  equal to 1.75% on
         Customer's total domestic  interstate usage for MCI Services  purchased
         hereunder.  Such credit shall be applied to Morgan Group,  Inc.'s sixth
         monthly invoice following the applicable period in which such credit is
         earned;  provided however, if the credit earned is due after expiration
         of the initial term, such amount shall be added to the Customer's final
         invoice.

         (b) In the  event  Customer's  usage  (excluding  tax  and  tax-related
         surcharges) ,  attributable  to end-users  participating  in the Morgan
         Drive Away Representatives Program, equals or exceeds One Hundred Fifty
         Thousand  ($150,000) in either the first six (6) month period or second
         six (6) month period of the second  Annual  Period of the initial term,
         commencing on the First Amendment  Effective Date,  Morgan Group,  Inc.
         shall  receive  a  discount  in the form of a credit  equal to 2.25% on
         Customer's total domestic  interstate usage for MCI Services  purchased
         hereunder.  Such credit shall be applied to Morgan Group,  Inc.'s sixth
         monthly invoice following the applicable period in which such credit is
         earned;  provided however, if the credit earned is due after expiration
         of the initial term, such amount shall be added to the Customer's final
         invoice.

         In the event Customer meets the requirements identified in this Section
         4 of  Attachment  1, Morgan  Group,  Inc.  shall not be entitled to the
         credits set forth in both options. Morgan

                                                        -7-

<PAGE>



         Group,  Inc.  shall only be  entitled to one (1) credit per sixth month
         period if Customer meets the applicable  requirements.  The discount in
         Option  Number  2 shall  only  apply  to  usage  charges  for  domestic
         interstate  traffic  (excluding  access/egress  charges,  non-recurring
         charges, taxes or tax-related surcharges)."

15.      HyperStream  Frame Relay  Services.  The Agreement is hereby amended by
         adding the following new Section 25:

         "25.  Commencing  on the First  Amendment  Effective  Date and  through
         expiration of the initial term,  during each monthly  billing period of
         the initial  tern,  Customer  shall  purchase no less than Ten Thousand
         Dollars ($10,000) of monthly recurring port and PVC charges  associated
         with MCI  HyperStream  Frame Relay Service,  as more fully described in
         the Tariff,  ("HyperStream  Subminimum"),  in accordance with the terms
         and conditions,  including, but not limited to any underutilization and
         early termination  charges,  set forth in Attachment 2. For purposes of
         calculating the Annual Minimum,  monthly recurring port and PVC charges
         associated with basic HyperStream Frame Relay Service shall be included
         in  such  calculation,   however,  any  charges  for  Customer  Premise
         Equipment   associated  with  HyperStream   Frame  Services  shall  not
         contribute to the Annual Minimum or HyperStream  Subminimum  identified
         herein.  In  addition,   monthly  recurring  charges   associated  with
         HyperStream  Frame  Relay  Service  shall in no way  contribute  to the
         Revenue Achievement Credits identified in Section 4 of Attachment 1."

16.      Entire Agreement.  Except as expressly modified by this Amendment,  the
         Agreement  shall be and remain in full  force and effect in  accordance
         with its terms and shall  constitute  the  legal,  valid,  binding  and
         enforceable obligations of Customer and MCI. This Amendment,  including
         the Agreement and the applicable MCI tariffs, is the complete agreement
         of the parties and supersedes any prior agreements of  representations,
         whether oral or written, with respect thereto.

17.      Successors and Assigns.  This Amendment shall be binding upon and inure
         to the benefit of the successors  and permitted  assigns of the parties
         hereto.

18.      Section  References.   Section  titles  and  references  used  in  this
         Amendment shall be without  substantive  meaning or content of any kind
         whatsoever  and are  not a part of the  agreements  among  the  parties
         hereto evidenced hereby.



                                                        -8-

<PAGE>



IN WITNESS  WHEREOF,  MCI and  Customer  have caused this  Amendment  to be duly
executed by their  authorized  representatives  as of the dates set forth below,
effective as of the Effective Date.


MCI Telecommunications Corporation

By:  /s/ Tom Schilling
     ---------------------------
         Tom Schilling, Director

Date:  May 7, 1996


Morgan Group, Inc.


By:  /s/ JohnPaul H. Hoyer

Name:  JohnPaul H. Hoyer

Title:  CFO

Date:  April 11, 1996



                                                        -9-

<PAGE>



                                    EXHIBIT A


                      Customer's Wholly Owned Subsidiaries

The following  entities  shall be eligible for the Morgan Group,  Inc. rates and
discounts identified herein:

TDI, Inc.
Morgan Drive Away





                                                       -10-

<PAGE>



                                  ATTACHMENT 2

                      HyperStream(sm) Frame Relay services

MCI will furnish the  HyperStream(sm)  Frame Relay services (the  "Services") to
Morgan Group,  Inc.  pursuant to the terms set forth in MCI Tariff F.C.C.  No. 1
("Tariff"),  as revised  from time to time.  This  HyperStream(sm)  Frame  Relay
Attachment  incorporates  by  reference  the  Tariff,  as it may be  amended  or
modified from time to time. In the event of any inconsistency  between the terms
of the Tariff and this Attachment 2, the Tariff shall be deemed controlling. MCI
will furnish the service to Customer  pursuant to the terms of this Attachment 2
and the Tariff,  and any other  applicable  interstate,  international  or state
tariffs, of MCI and its affiliates.


Rates and Charges.  Schedules 2 and 3 to this Agreement,  which are incorporated
herein by reference,  contain the applicable  rates and charges for the Services
provided  hereunder.  Revisions of the  applicable  rates and charges may become
effective upon revisions of any applicable tariff provisions.  Any other service
customer  orders  from MCI or any of its  affiliates  will not be subject to the
terms of this Attachment 2.




<PAGE>



                                   SCHEDULE 1

                   HyperStream Frame Relay Service Description
Overview

HyperStream  Frame Relay Service is a  packet-oriented  interLATA data transport
service.  At the  originating  customer  premises  Motorola  provided  equipment
(equipment  provided  pursuant  to a  separate  agreement)  places the data into
packets and gives each packet a terminating address. MCI routes the packets over
the MCI network to the terminating address. HyperStream Frame Relay is available
at speeds up to 1.544Mbps (where clear channel access is available).

Technical Description

HyperStream  Frame Relay  operates at layer two of the OSI model and is designed
to conform to the ANSI T1.617 Annex D Standard.

Access

Customers  obtain  access  to  HyperStream  Frame  Relay via  dedicated  digital
facilities,  only.  MCI will  provide  access  under  the terms of its filed and
effective tariffs or customer may obtain access via alternate access vendors.

Availability

HyperStream Frame Relay is available between cities listed in MCI Tariff FCC No.
1,  Section  C.12,  Table  IV,  Part A, as  amended  from  time to time,  or any
successor tariff.

Performance Criteria

MCI shall provide Customer certain performance criteria for domestic HyperStream
Frame  Relay  Service  as   identified  in  Schedule  4,  hereto   attached  and
incorporated by reference.





<PAGE>



                                   SCHEDULE 2
               DOMESTIC HYPERSTREAM FRAME RELAY RATES AND CHARGES


HYPERSTREAM FRAME RELAY DOMESTIC PRICING

         A.       RATES AND CHARGES: Basic Month-to-Month Rates and Charges.

                  1.       Installation Changes.

                           (a)      Access Lines -- Per Tariff (if MCI provided)
                                    or alternate access vendor

                           (b)      Per Port (each location) -- $300.00

                           (c)      Per Permanent  Virtual  Circuit (PVC) -- $15
                                    simplex

                  2.       Reconfiguration Charges.

                           (a)      Access Lines -- Per Tariff (if MCI provided)
                                    or alternate vendor

                           (b)      Per Port (each Location) -- $300.00

                           (c)      Per PVC - $1 5.00 simplex

                  3.       Monthly Recurring Charges.

                           (a)      Access  line  charges  -- Per Tariff (if MCI
                                    provided) or alternate vendor

                           (b)      Port   Charges  --  All  port   charges  are
                                    applicable  per port  (per  location).  Port
                                    charges  depend upon the port speed selected
                                    by you.

                                    Port Speed Selected          Rate/Month

                                    56/64 Kbps                   $  180.00
                                    112/128 Kbps                 $  336.00
                                    224/256 Kbps                 $  394.00
                                    336/384 Kbps                 $  578.00
                                    448/512 Kbps                 $  735.00
                                    672/768 Kbps                 $  946.00
                                    896/1024 Kbps                $1,178.00
                                    1344/1536 Kbps               $1,470.00






<PAGE>



                           (c)      PVC Charges -- PVC rates are either fixed or
                                    usage based.  Usage based charges are either
                                    on a  committed  information  rate  (CIR) or
                                    zero CIR basis.

                                    (1)      Fixed CIR PVC Rates. You select the
                                             fixed CIR per  simplex  PVC and pay
                                             one monthly usage charge per PVC.

                                    CIR Speed Selected        Rate/Month

                                    16 Kbps                   $    37.00
                                    32 Kbps                   $    57.00
                                    48 Kbps                   $    77.00
                                    64 Kbps                   $    97.00
                                    128 Kbps                  $  177.00
                                    192 Kbps                  $   257.00
                                    256 Kbps                  $   337.00
                                    320 Kbps                  $   417.00
                                    384 Kbps                  $   497.00
                                    448 Kbps                  $   577.00
                                    512 Kbps                  $   657.00
                                    576 Kbps                  $   729.00
                                    640 Kbps                  $   801.00
                                    704 Kbps                  $   873.00
                                    768 Kbps                  $   945.00
                                    832 Kbps                  $1,010.00
                                    896 Kbps                  $1,075.00
                                    960 Kbps                  $1,140.00
                                    1,024 Kbps                $1,205.00

                                    (2)      Usage-based    PVC    Rates.    All
                                             usage-based rates are per delivered
                                             megabyte.

                                            (i)      CIR Usage-based PVC Rates.

                                    (a)      You  select the CIR for each PVC to
                                             be  rated.  Frames  within  the CIR
                                             selected  will be  rated at the CIR
                                             Usage  rate  of   Forty-one   Cents
                                             ($0.4100) per megabyte of delivered
                                             data.  Frames  in excess of the CIR
                                             selected  by you will be  discarded
                                             eligible  (DE) and  rated at the DE
                                             Usage  rate  of  Twenty-one   Cents
                                             ($0.21   00)   per    megabyte   of
                                             delivered data.  Sampling intervals
                                             for measuring  bandwidth usage will
                                             be 0.4  seconds for CIR at or below
                                             256  Kbps and 1.5  seconds  for CIR
                                             over 256 Kbps. MCI


<PAGE>



                                            reserves the right to revise the
                                            sampling  intervals.
                                            Rates are simplex based.

                                    (b)      Cost Capping.  CIR  Usage-based PVC
                                             rates  are  capped  at one  hundred
                                             percent     (1    00%)    of    the
                                             corresponding  Fixed  CIR PVC rates
                                             that  are  set  forth  in   Section
                                             A.3.c.1 above.

                                    (c)      CIR    Usage-based    PVC   Monthly
                                             Minimum.  If your usage charges for
                                             a PVC  in a  month  are  less  than
                                             forty  percent  (40%) of the  Fixed
                                             CIR  PVC  rate  selected  from  the
                                             chart set forth in Section  A.3.c.1
                                             above,  your  charge  for  said PVC
                                             will be forty  percent (40%) of the
                                             Fixed CIR PVC rate  (which  charges
                                             are  set  forth  below).   Minimums
                                             count  toward  HyperStream  Network
                                             Pricing Plan Monthly  Minimums (see
                                             B below).


                           CIR Speed Selected                 Minimum Rate/Month

                                    16 Kbps                            $  15.00
                                    32 Kbps                            $  23.00
                                    48 Kbps                            $  31.00
                                    64 Kbps                            $  39.00
                                    128 Kbps                           $  71.00
                                    192 Kbps                           $103.00
                                    256 Kbps                           $135.00
                                    320 Kbps                           $167.00
                                    384 Kbps                           $199.00
                                    448 Kbps                           $231.00
                                    512 Kbps                           $263.00
                                    576 Kbps                           $292.00
                                    640 Kbps                           $320.00
                                    704 Kbps                           $349.00
                                    768 Kbps                           $378.00
                                    832 Kbps                           $404.00
                                    896 Kbps                           $430.00
                                    960 Kbps                           $456.00
                                    1,024 Kbps                         $482.00

                                             (iii)  Zero  CIR  PVC  Rates.   All
                                             frames will be marked DE. All usage
                                             is  at  the  rate  of  Three  Cents
                                             ($0.0300) per megabyte of delivered
                                             data. Monthly minimum


<PAGE>



                                             charges   per  simplex  PVC  will
                                             be  Seven Dollars  ($7.00).
                                             There will be no usage charge cap.

         B.       TERM AND VOLUME COMMITMENTS

                  RATE PLANS: You may select from the following rate plans:

                  1.       Month to Month.  No term or volume  commitments  will
                           apply, except PVC monthly minimums. or 2. HyperStream
                           Pricing Plan.

                           (a)      if you order  HS-FR  under  the  HyperStream
                                    Pricing Plan, you will receive  discounts on
                                    certain HS-FR service elements as follows:

                                    Monthly
                                    HyperStream            Term (years)
                                    Subminimum      1     2     3      4     5
                                    ----------    ---    ---   ---   ----   ---

                                    $  2,000       5%     6%     7%    8%    9%
                                    $  5,000       8%    10%    12%   14%   16%
                  X                 $ 10,000      12%    14%    17%   19%   21%
                                    $ 25,000      14%    17%    20%   23%   25%
                                    $ 50,000      16%    19%    22%   25%   27%
                                    $100,000      18%    21%    24%   27%   30%

                           X identified above in bold determines Customer's term
                           and volume commitment (i.e.2 year-14% discount).

                           (b)      If a  HyperStream  Pricing Plan is selected,
                                    then   commencing   with  the  seventh  full
                                    monthly  billing cycle if your monthly usage
                                    charges for the HS-FR recurring charges fall
                                    below the HyperStream  Subminimum,  then you
                                    will pay an underutilization charge equal to
                                    one   hundred   percent   (1   00%)  of  the
                                    difference  between the amount you purchased
                                    in   such   month   and   the    HyperStream
                                    Subminimum.

                           (c)      The discount applies to basic month to month
                                    charges for the  following  recurring  HS-FR
                                    service  elements:   PVC  charges  and  Port
                                    charges  (excludes  access  charges,  access
                                    coordination charges, taxes and- tax related
                                    surcharges).  Taxes, tax-related surcharges,
                                    access  charges,   and  access  coordination
                                    charges do not count toward the  HyperStream
                                    Subminimum.

                           (d)      Under  the  HyperStream  Pricing  Plan,  the
                                    start of the term is from  implementation of
                                    the first service  element and lasts through
                                    the end


<PAGE>



                                    of  the  term   selected.   The  HS-FR  term
                                    commitment  is   independent  of  the  terms
                                    committed to in  individual  Access  Pricing
                                    Plans.

                           (e)      In addition  to any other early  termination
                                    charges identified in this Agreement, if you
                                    terminate this  Agreement  before the end of
                                    the  term  selected  under  the  HyperStream
                                    Pricing   Plan,   you   will  pay  an  early
                                    termination charge equal to a portion of the
                                    discounts  from  the  month-to-month   basic
                                    rates provided to you under this  Attachment
                                    2, as  follows:  For a three (3) year  term,
                                    100% of the discount if you terminate in the
                                    first  year,  75%  if you  terminate  in the
                                    second year,  or 50% if you terminate in the
                                    third year.  For a two (2) year term,  1 00%
                                    of  the  discount  if you  terminate  in the
                                    first  year,  50%  if you  terminate  in the
                                    second year. For a one (1) year term, 50% of
                                    the  discount if you  terminate in the first
                                    year.





<PAGE>



                                   SCHEDULE 3
                         MCI HyperStream(sm) Frame Relay

                             SATISFACTION GUARANTEE

If for any reason  Customer is not  completely  satisfied  with  HyperStream(sm)
Frame Relay at any time before the completion of three (3) full billing  months,
Customer may:

         o        Discontinue  HyperStream(sm)  Frame  Relay  with  MCI  without
                  liability for termination charges;

         o        Receive a credit or refund for HyperStream(sm) Frame Relay and
                  associated MCI installation charges; and

         o        Receive a credit for or refund of recurring  usage charges for
                  HyperStream(sm)  Frame Relay and associated  service  Customer
                  incurred  during the  Satisfaction  Guarantee  three 13) month
                  period  in  an  amount   up  to  the   amount  of   reasonable
                  re-installation   charges  Customer  may  incur  from  another
                  carrier for  re-installation  of the service that Customer had
                  replaced with HyperStream(sm) Frame Relay.

Covered MCI Charges:

         o        Installation charges:

         o        Installation    of    access    circuits    associated    with
                  HyperStream(sm) Frame Relay

         o        Recurring charges:

         o        HyperStream(sm) Frame Relay Ports

         o        HyperStream(sm) Frame Relay Permanent Virtual Circuits (PVCs)

         o        Access coordination

To exercise Customer's rights under this Satisfaction  Guarantee,  please notify
Customer's MCI account representative in writing not later than the close of the
third full billing month after initial  installation  of  HyperStream(sm)  Frame
Relay.

MCI's offer of  Satisfaction  Guarantee  expires if not exercised on or prior to
the earlier of (i) three full  billing  months  after  initial  installation  of
HyperStream(sm) Frame Relay or (ii) July 31, 1996.

Other than the rights expressly  granted in this  Satisfaction  Guarantee,  this
Satisfaction  Guarantee  shall not be construed to create any rights or remedies
not  otherwise  expressly  provided for nor expand MCI's  obligations  under the
Attachment  2  for  HyperStream(sm)  Frame  Relay  to  which  this  Satisfaction
Guarantee is attached.


<PAGE>



                                   SCHEDULE 4

                             HyperStream Frame Relay
                             Service Level Guarantee

MCI is committed to providing its customers  with quality  Domestic  HyperStream
Frame Relay  services.  This  document  defines the specific  quality of service
levels MCI will seek to maintain  while  providing  Domestic  HyperStream  Frame
Relay Services to Morgan Group,  Inc.;  herein  referred to as Customer.  In the
event MCI's  HyperStream  Frame Relay Services fail to perform to the quality of
the  applicable  service  levels as defined  herein,  MCI's  sole and  exclusive
obligations,  and Customer's sole and exclusive remedies,  shall be as set forth
in this Schedule 4.

1.0      Definition

         A Service Level  Guarantee  (SLG) is a commitment on the part of MCI to
         attempt to meet specific network and service performance levels.

2.0      Network Availability

         2.1      Description

                           The   HyperStream(sm)   Frame  Relay  (HSFR)  network
                           availability measurement is equal to the total number
                           of  minutes  in a calendar  month  during  which core
                           network PVC routes are  available  to  exchange  data
                           between  the  two  network  infrastructure  node  end
                           points  divided  by the total  number of minutes in a
                           calendar month ("Network Availability Time"). Network
                           Availability  Time is calculated  commencing with the
                           date on which  the  trouble  ticket  is opened by the
                           customer and ending upon  confirmation  of resolution
                           with the customer.

                           For purposes of measuring Network  Availability Time,
                           the PVC  route  referenced  above  includes  the HSFR
                           network     infrastructure      connectivity     from
                           infrastructure port to infrastructure port, excluding
                           Customer Premise Equipment and local access lines.

         2.2      Network Availability Objective

                  MCI will  attempt  to achieve a Network  Availability  Time of
                  99.5 % for networks designed with all of the following:

                  o        fully  meshed  network  topology  or a  star  network
                           topology in which each remote site has PVCs connected
                           to at least two network hubs  engineered  to separate
                           infrastructure node , and

                  o        10 or more customer sites are involved in the network


<PAGE>



                  MCI will attempt to achieve a Network Availability Time of 99%
                  for any networks not meeting the above requirements.

         2.3      Exclusions

                  Network    Availability   Time   measurements   exclude   HSFR
                  unavailability  resulting in whole or in part from one or more
                  of the following causes:

                  o        Any act or omission on the part of Customer, customer
                           contractors, and customer vendors (including, but not
                           limited to Motorola)

                  o        Scheduled maintenance

                  o        Labor strikes

                  o        Natural disasters

                  o        Force majeure events beyond the reasonable control of
                           MCI  (i.e.  acts  of  God,   government   regulation,
                           national emergency, etc.)

         2.4      Calculation

                  Customer  HSFR Network  Availability  Time is  calculated on a
                  monthly basis

                  Monthly Network  Availability Time (%) = 1 - [Total minutes of
                  PVC downtime per month or "Unavailability Percentage"]

                      Total # PVCs x #days in month x 24 hrs x 60min

         2.5      Components of Calculation

                  Total minutes in month, total minutes available, total minutes
                  unavailable,  total  minutes  unavailable  due to  exclusions,
                  unavailable  minutes  due to excluded  causes,  broken down by
                  occurrence (exception) category.

         2.6      Credits

                  o        In the  event  MCI is  unable  to  satisfy  the  HSFR
                           Availability  Time  objective  of  99.5%  for two (2)
                           consecutive months, during the service term, Customer
                           will  receive  a credit  equal to five  percent  (5%)
                           multiplied  by the  fixed  rates for all Port and PVC
                           charges for both the first(1st) and the second (2nd )
                           month.

                  o        In the  event  MCI in  unable  to  satisfy  the  HSFR
                           Availability  Time  objective  of  99.5 % for a third
                           (3rd)  consecutive  month,  during the service term.
                           Customer  will  receive a credit equal to ten percent
                           (10%)  multiplied by the fixed rates for all Port and
                           PVC charges for the given month.

                  o        In the  event  MCI is  unable  to  satisfy  the  HSFR
                           Network  Availability  Time  objective of 99.5% for a
                           fourth (4th) consecutive month, Customer will have


<PAGE>



                           the option to discontinue  MCI Service on the Service
                           Element   that  has  failed  to   satisfy   the  HSFR
                           Availability  Time  objective and MCI will reduce the
                           HyperStream.  Subminimum  by the  amount  of  charges
                           associated with the discontinued Service Element.

3.0      Frame Delivery

         3.1      Description

                  The   HyperStream(sm)   Frame  Relay  Frame  Delivery  is  the
                  percentage of frames which are  successfully  delivered.  HSFR
                  Frame Delivery  encompasses the successful  delivery of frames
                  through the network based on certain factors. The calculations
                  are based on total frames sent  through the network  according
                  to the following parameters:

                  The  percentage  of all non-CIR  frames that are  successfully
                  delivered.

                  The  percentage  of  all  CIR  frames  that  are  successfully
                  delivered.

         3.2      Frame Delivery Objective

                  99.99%  of  all  frames  that  do  not  exceed  the  Committed
                  Information   Rate  (CIR)  are  targeted  to  be  successfully
                  delivered.  End to end CIR  packet  delivery  only  applies to
                  frames not marked discard eligible.

                  99% of all  non-CIR  frames are  targeted  to be  successfully
                  delivered.  Non-CIR  packet  delivery  only  applies to frames
                  marked  discard   eligible,   (i.e.;   traffic  exceeding  the
                  subscribed CIR and all zero CIR PVC traffic).

         3.3      Frequency of Calculation

                  HSFR Frame Delivery is calculated monthly based upon the frame
                  delivery  statistics as stated in the HyperScope reports minus
                  any applicable exclusions below.

         3.4      Exclusions

                  HyperStream(sm)    Frame   Relay   Service   frame    delivery
                  measurements exclude:

                  o        Frames  dropped at the  infrastructure  egress due to
                           improper  customer  specification  of customer's port
                           speeds

                  o        Local  access and CPE  (CPE-upon  contract  execution
                           provided by Motorola)

                  o        Force majeure events beyond the reasonable control of
                           MCI  (i.e.  acts  of  God,   government   regulation,
                           national emergency, etc.)




<PAGE>



         3.5      Credits

                  o        In the event MCI is unable to satisfy  the HSFR Frame
                           Delivery  objective for two (2)  consecutive  months,
                           during the  service  term,  Customer  will  receive a
                           credit equal to five percent (5%)  multiplied  by the
                           fixed rates for all Port and PVC charges for both the
                           first(1st) and the second (2nd ) month.

                  o        In the event MCI in unable to satisfy  the HSFR Frame
                           Delivery  objective  for  a  third  (31)  consecutive
                           month, during the service term. Customer will receive
                           a credit equal to ten percent (10%) multiplied by the
                           fixed  rates  for all  Port and PVC  charges  for the
                           given month.

                  o        In the event MCI is unable to satisfy  the HSFR Frame
                           Delivery  objective  for a  fourth  (41)  consecutive
                           month,  Customer will have the option to  discontinue
                           MCI Service on the Service Element that has failed to
                           satisfy the HSFR MTTR  objective  and MCI will reduce
                           the  HyperStream  Subminimum by the amount of charges
                           associated with the discontinued Service Element.


4.0      Mean Time To Restore (MTTR)

         4.1      Description

                  Mean-Time-To-Restore ("MTTR") is the period of time commencing
                  on the date customer opens on trouble ticket and ending on the
                  date of service  restoration  (closing  of a trouble  ticket),
                  calculated  as an average of all  trouble  tickets  having the
                  same severity level (as set forth below).

                  MTTR  measurements  are reported  based on the  percentage  of
                  trouble tickets closed within specific time intervals, grouped
                  by severity level.

                  MCI will assign  each  trouble  ticket a severity  level based
                  upon  the  impact  of the  service  issue  on  the  customer's
                  business:

                  Severity 1 - System down or degraded (limited or no ability to
                               conduct business)

                  Severity 4 - Problem  circumvented  / Inquiries  (no impact to
                               customer business)

         4.2      MTTR Objective

                  HyperStream(sm) Frame Relay MTTR objectives are based upon the
                  severity  level of the trouble  ticket and proximity to an MCI
                  terminal or field service point of presence  "POP" broken down
                  by ticket severity as follows:



<PAGE>



                  Severity 1 -MTTR  Objective is 4 hrs if within  50-mile radius
                  of MCI terminal and field service POP,
                                       or

                  24 hrs or best-effort  basis if outside  50-mile radius of MCI
                  terminal and field service POP

                  Severity 4 - not measured

         4.3      Frequency of Calculation

                  Customer network MTTR will be calculated on a monthly basis.

         4.4      Exclusions

                  MTTR measurements will exclude the following:

                  o        Trouble  tickets  associated  with new  installations
                           (before new service acceptance by the customer)

                  o        Trouble   tickets  that  are  not   associated   with
                           MCI-provided service

                  o        Required customer premise access is not available

                  o        Required  customer  circuit  release  for  testing is
                           disallowed o Trouble  tickets  opened by customer for
                           circuit  monitoring  purposes  only o  Force  majeure
                           events  beyond  the  reasonable  control of MCI (i.e.
                           acts  of   God,   government   regulation,   national
                           emergency, etc.)

         4.5      Calculation

                  Monthly  MTTR  Average = Sum of minutes  between  opening  and
                  closing  of  Severity 1 trouble  tickets  within 30 days Total
                  number of trouble tickets per month

         4.6      Components for Calculations

                  Total number of trouble tickets, total time between opening of
                  trouble tickets and applicable service restoration, with total
                  time of opened trouble tickets  subtracting total time of each
                  exclusion category.

         4.7      Credits

                  o        In the event MCI is unable to  satisfy  the HSFR MTTR
                           objective for two (2) consecutive months,  during the
                           service term, Customer will receive a credit equal to
                           five percent (5 %)  multiplied by the fixed rates for
                           all Port and PVC charges for the given month.



<PAGE>



                  o        In the event MCI in unable to  satisfy  the HSFR MTTR
                           objective for a third (3rd) consecutive month, during
                           the  service  term.  Customer  will  receive a credit
                           equal to ten percent  (10%)  multiplied  by the fixed
                           rates  for all Port  and PVC  charges  for the  given
                           month.

                  o        In the event MCI is unable to  satisfy  the HSFR MTTR
                           objective  for  a  fourth  (4th)  consecutive  month,
                           Customer  will  have the  option to  discontinue  MCI
                           Service  on the  Service  Element  that has failed to
                           satisfy the HSFR MTTR  objective  and MCI will reduce
                           the  HyperStream  Subminimum by the amount of charges
                           associated with the discontinued Service Element.


5.0      Network Transit Delay


         5.1      Description

                  The HyperStream(sm) Frame Relay Network Transit Delay measures
                  one-way  delay  between  the   origination   and   destination
                  infrastructure  ports.  It is defined as the time  between the
                  LAST bit of a ping  packet  being  sent  from the  origination
                  infrastructure port to the FIRST bit of the packet received by
                  the  destination  infrastructure  port, in other words between
                  the two MCI HyperStream frame relay points of presence.

         5.2      Network Transit Delay Guarantee

                  Average HSFR one way network  transit delay of 70 milliseconds
                  or less in the  domestic  U.S.  and 250  milliseconds  or less
                  internationally.

         5.3      Frequency of Calculation

                  Customer  gateway to customer gateway network transit delay is
                  tested  monthly  by  MCI  as  part  of  standard   performance
                  monitoring and capacity planning  methodologies.  Any customer
                  incident where network  transit delay is measured or suspected
                  to be greater than the levels  stated above will be considered
                  an  abnormal   situation   and  will  be   addressed   through
                  established trouble handling procedures (e.g., a ticket opened
                  and technicians work through the problem until the performance
                  is back to acceptable levels).

         5.4      Exclusions

                  The network transit delay parameters are not guaranteed during
                  disaster  situations where a major network component such as a
                  backbone  link or gateway  switch is down hard and the network
                  is in an emergency reroute  configuration.  Also,  HyperStream
                  Network Transit Delay  measurements  exclude ping packets that
                  are not


<PAGE>



                  returned,  and ports over which the transit  delay is measured
                  can not be more than 5%  utilized  during  any hour over which
                  transit delay measurements are taken.

                  Customer calculations of end to end network transit delay must
                  exclude  access  serialization  delay  (calculated  as defined
                  below), access circuit propagation delay, any delay induced by
                  congestion on the access link,  and any CPE induced delay such
                  as that caused by high router  utilization  levels.  The frame
                  size for the test must be no more than two hundred (200) bytes
                  in length,  including protocol  overhead.  Customer tests must
                  also consist of a minimum of 60 ping tests evenly  distributed
                  over a 6 hour period.

         5.5      Components for Calculations

                  If you are  attempting  to  calculate  cpe to cpe  delay,  the
                  following are components you will have to consider in addition
                  to the MCI published network delay:

                  o         access/egress link utilization

                  o         cpe nodal processing time at each end.

                  o         local loop propagation factor   = .008 ms/mile

                  o         backhaul (mci pop to frame switch) = .008 ms/mile

                  o         INGRESS/EGRESS SERIAL DELAY (ms) =

                                     (Packet size in bytes)x8xI000
                                     ------------------------------
                                         Access speed in bps

         5.6      Credits

                  o        In the  event  MCI is  unable  to  satisfy  the  HSFR
                           Transit  Delay  objective  for  two  (2)  consecutive
                           months,   during  the  service  term,  Customer  will
                           receive  a  credit   equal  to  five   percent   (5%)
                           multiplied  by the  fixed  rates for all Port and PVC
                           charges for the given month.

                  o        In the  event  MCI in  unable  to  satisfy  the  HSFR
                           Transit Delay objective for a third (3rd) consecutive
                           month, during the service term. Customer will receive
                           a credit equal to ten percent (10%) multiplied by the
                           fixed  rates  for all  Port and PVC  charges  for the
                           given month.

                  o        In the  event  MCI is  unable  to  satisfy  the  HSFR
                           Transit   Delay   objective   for  a   fourth   (4th)
                           consecutive  month,  Customer will have the option to
                           discontinue  MCI Service on the Service  Element that
                           has failed to satisfy the HSFR MTTR objective and MCI
                           will reduce the HyperStream  Subminimum by the amount
                           of charges  associated with the discontinued  Service
                           Element.


<PAGE>


         6.0      Credit Limitation

                  In the event  the  customer  experiences  network  or  service
                  performance for HSFR at levels below stated MCI objectives for
                  Network  Availability  Time,  MTTR,  Network Transit Delay, or
                  HSFR Frame Delivery during the same month, customer shall only
                  be entitled to receive credits, if any, pursuant to one (1) of
                  the applicable credit sections.


<PAGE>


                   networkMCI ONE SPECIAL CUSTOMER ARRANGEMENT


This networkMCI ONE Special Customer  Arrangement  together with all Attachments
hereto  (this  "Agreement")  is  made  by  and  between  MCI  TELECOMMUNICATIONS
CORPORATION  ("MCI") and MORGAN  DRIVE AWAY,  INC.  ("Customer"),  is binding on
Customer upon  execution and delivery of this  Agreement by Customer to MCI (the
"Effective Date"). Provided that this Agreement is subsequently accepted by MCI,
the rates,  discounts,  charges and credits set forth  herein shall be effective
the first day of the second  billing cycle  following  the  Effective  Date (the
"Commencement  Date").  All  capitalized  terms used in this  Agreement  and not
defined herein will have the meaning ascribed to them in MCI Tariff FCC No. 1.

         1.       Service Provisioning and Receipt. MCI will provide to Customer
                  international,     interstate,     intrastate     and    local
                  telecommunications   "service(s)"  (as  hereinafter   defined)
                  pursuant to the applicable  tariffs and price lists of MCI and
                  its  U.S.-based  affiliates   (individuals,   a  "Tariff"  and
                  collectively,  the  "Tariffs"),  each as  supplemented by this
                  Agreement  to the  extent  permitted  by law.  This  Agreement
                  incorporates  by reference the terms of each such Tariff.  MCI
                  may modify its Tariff from time to time in accordance with law
                  and thereby  affect the services  furnished to Customer.  This
                  Agreement is a "Specialized  Customer  Arrangement" as defined
                  in Section B-17.03 of the Tariff.

                  If prior  to the  expiration  of the  "Term"  (as  hereinafter
                  defined) of this Agreement,  MCI voluntarily or  involuntarily
                  as a result of government or judicial action cancels, in whole
                  or in part, any tariff on file with the Federal Communications
                  Commission  ("FCC"),  where the affected  provisions  prior to
                  such cancellation applied to any service(s) MCI provides under
                  this Agreement,  then effective on such  cancellation  and for
                  the remainder of the Term, this Agreement shall consist of the
                  following, in order of precedence from (a) through (c):

                  (a)      MCI   Tariff   provisions   that   remain  in  effect
                           ("Effective Tariffs"),  as MCI may amend from time to
                           time in accordance with law, and

                  (b)      Specific provisions  contained in this Agreement that
                           expressly apply in lieu of, or that apply in addition
                           to, provisions  contained in Effective Tariffs and/or
                           in MCI's  standard  Guide  to  Services  and  Pricing
                           ("Price Guide"), and

                  (c)      Provisions contained in the Price Guide to the extent
                           that (a) and (b)  above are not  applicable.  MCI may
                           amend  the  Price  Guide  from  time to time and will
                           maintain  the Price Guide open for public  inspection
                           at one or more offices during normal  business hours.
                           Immediately  prior to the  cancellation of any tariff
                           provisions  applicable to service(s)  provided  under
                           this Agreement, MCI shall incorporate such provisions
                           into the Price Guide and if MCI fails to  incorporate
                           any such provisions,  such provisions shall be deemed
                           incorporated

                                                        -1-

<PAGE>



                  into  this  Agreement  as if  MCI  had  so  incorporated  such
                  provisions in the Price Guide.

                  In all events,  the applicable  rates and rate schedules shall
                  continue to be subject to any discounts,  waivers, credits, of
                  restrictions  on rate  changes  that may be  contained in this
                  Agreement.  Where rate and/or discount  adjustments would have
                  been made by  reference  to any  canceled  tariff  rate,  rate
                  schedule, discount and/or discount schedule, these adjustments
                  shall instead be made by reference to the Price Guide.  To the
                  extent that any adjustment to tariffed rates,  rate schedules,
                  discounts  and/or  discount  schedules is permitted under this
                  Agreement,  such  adjustment  may be made by MCI to its  Price
                  Guide.

         2.       Tariff Option. MCI shall, if required, file a Tariff option (a
                  "Tariff  Option")  consistent  with the terms of Attachment A,
                  which is  incorporated  into this Agreement by this reference,
                  and applicable regulatory authority.

         3.       Confidential  Information.  Customer  will not disclose to any
                  third  party  during  the Term,  or during  the three (3) year
                  period after expiration or termination of this Agreement,  any
                  of the terms and  conditions  of this  Agreement  unless  such
                  disclosure  is lawfully  required by any federal  governmental
                  agency or is  otherwise  required to be disclosed by law or is
                  necessary  in any legal  proceeding  establishing  rights  and
                  obligations  under this  Agreement.  MCI reserves the right to
                  terminate  this Agreement by giving written notice to Customer
                  in the event of any unpermitted disclosure hereunder.

         4.       Governing  Law.  This  Agreement,  and all  causes  of  action
                  arising  out  of  this  Agreement,  will  be  subject  to  the
                  Communications Act of 1934, as amended (the "Act"), or, if any
                  part of this  Agreement  is not  governed  by the Act,  by the
                  domestic  law of the State of New York  without  regard to its
                  choice of law principles.

         5.       Waiver.  No waiver of any of the  provisions of this Agreement
                  shall be  binding  unless it is in  writing  and signed by the
                  party making the waiver.  No waiver shall be deemed,  or shall
                  constitute,  a waiver of any other  provision,  whether or not
                  similar, and no waiver shall be deemed, or shall constitute, a
                  continuing waiver.

         6.       Notices.  All  notices,   requests,  or  other  communications
                  (excluding  invoices)  hereunder will be in writing and either
                  transmitted via facsimile, overnight courier, hand delivery or
                  certified  or  registered  mail,  postage  prepaid  and return
                  receipt  requested  to the parties at the  addresses  below or
                  such other  addresses as may be  specified by written  notice.
                  All notices will be effective when received.

         7.       Severability.  All provisions of this Agreement are severable,
                  and  the   unenforceability   or  invalidity  of  any  of  the
                  provisions will not affect the validity or  enforceability  of
                  the

                                                        -2-

<PAGE>



                  remaining   provisions.   The  remaining  provisions  will  be
                  construed in such a manner as to carry out the full  intention
                  of the  parties.  Section  titles or  references  used in this
                  Agreement will not have substantive meaning or content and are
                  not a part of this Agreement.

         8.       Entire Agreement.  This Agreement,  together with the Tariffs,
                  the Attachments to this Agreement,  and any optional cellular,
                  paging  HyperStream  Frame Relay, an Local Service  agreements
                  entered into by  Customer,  constitutes  the entire  agreement
                  between the  parties  with  respect to its subject  matter and
                  supersedes  all  other   representations,   understandings  or
                  agreements  which are not  expressed  herein,  whether oral or
                  written.  No amendment to this  Agreement will be valid unless
                  in writing and signed by both parties.

         9.       Optional Cellular and Paging Services.  Should Customer choose
                  to order  networkMCI  Cellular  Service or  networkMCI  Paging
                  Service,  subject to  availability  and Customer's  enrollment
                  under an MCI approved and accepted  month to month cellular or
                  paging term plan agreement,  Customer shall receive during the
                  term  of  this  Agreement  only  (and  in  lieu  of all  other
                  discounts):  (i) a discount  equal to ten percent (10%) on all
                  paging service elements  eligible for discount under the terms
                  of MCI's paging  agreement,  and (ii) a discount  equal to ten
                  percent (10%) on all cellular  service  elements  eligible for
                  discount under the terms of MCI's cellular agreement. Separate
                  credit and payment terms may apply.

         10.      Domestic MCI HyperStream Frame Relay Service.

                  (a)      During each month of the Term, the Customer agrees to
                           purchase  not less  than  the  amount  identified  in
                           Section  3.1  below of MCI  HyperStream  Frame  Relay
                           Service.

                  (b)      During  each month of the Term,  the  Customer  shall
                           receive a discount  equal to seventeen  percent (17%)
                           which  will be applied to  Customer's  recurring  MCI
                           HyperStream  Frame Relay  Service  port and PVC usage
                           charges  (exclusive of applicable taxes,  surcharges,
                           access/egress (or related) charges).

         11.      Optional MCI Local Service.  Where MCI has received applicable
                  regulatory  approval and filed the  necessary  tariff(s),  and
                  Customer  elects to enroll in an MCI Local  Service Term Plan,
                  Customer will receive a 10%, 15%, or 20% discount  (based upon
                  the length of the Term herein) on its eligible monthly charges
                  for MCI facilities based on local exchange service.  MCI Local
                  Service is provided by MCImetro Access Transmission  Services,
                  Inc.,  and is subject to the terms and  conditions  of the MCI
                  Local  Service Term Plan  program set forth in the  applicable
                  tariffs or price lists.


                                                        -3-

<PAGE>



         12.      Acceptance  Deadline.  This Agreement shall be of no force and
                  effect  and the  offer  contained  herein  shall be  withdrawn
                  unless this Agreement is executed by Customer and delivered to
                  MCI on or before September 30, 1997.

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed by
their duly authorized representatives as of the dates set forth below.

MORGAN DRIVE                             MCI TELECOMMUNICATIONS
AWAY, INC.                                        CORPORATION

2746 U.S. 20 West, P.O. Box 1168                  Three Ravinia Drive
Elkhart, Indiana 46515                            Atlanta, Georgia  30346

/s/ Richard B. DeBoer
Richard B. DeBoer                                 Jon McGuire, Vice President

September 30, 1997
Date                                                          Date




                                                        -4-

<PAGE>



                            ATTACHMENT A TO AGREEMENT

This  Attachment A to the  Agreement  contains the rates,  discounts and certain
other provisions applicable to the Services provided to Customer pursuant to the
Agreement.

1.       Term;  Ramp  Period;  Contract  Year.  The  "Term"  will  begin  on the
         Effective Date and end two (2) years following the  Commencement  Date.
         Each consecutive twelve (12) month period of the Term commencing on the
         Commencement  Date and on each anniversary  thereof will be a "Contract
         Year".

2.       Selected Definitions.

         2.1      "Base Rates" shall mean the rates as reduced by the  discounts
                  (if any)  provided to Customer  pursuant to this  Agreement or
                  for "Services" (as hereinafter  defined) not  specifically set
                  forth  herein,  the rates set forth in the  Tariffs  following
                  application of all applicable tariffed discounts.

         2.2      "Postalized  Rates"  shall  refer  to  per  minute  rates  for
                  Services that are nondistance- sensitive.

         2.3      "Services"   shall   refer   to  any  one  or  more  of  those
                  telecommunications  services  provided to Customer pursuant to
                  the Tariffs.

         2.4      "Usage Charges" shall mean Customer's  recurring usage charges
                  for the Services  calculated  at Base Rates.  Usage Charges do
                  not  include  the   following:   (i)  taxes  and  tax  related
                  surcharges;  (ii) charges for any non-Tariffed services; (iii)
                  charges  for  equipment  and  collocation;  and  (iv)  charges
                  incurred  where  MCI or an MCI  affiliate  acts as  agent  for
                  Customer in the acquisition of goods or services.

3.       Annual  Minimum.  During each Contract Year,  Customer's  Usage Charges
         must equal or exceed Eight Hundred Forty  Thousand  Dollars  ($840,000)
         (the "Annual Minimum").

         3.1      During  each  month  of the  Contract  Years,  Customer's  MCI
                  HyperStream  Frame Relay port and PVC Usage Charges must equal
                  or  exceed  Ten  Thousand  Dollars   ($10,000)  (the  "Monthly
                  HyperStream Subminimum").

4.       Rates and Discounts for the Services.  Except as expressly  provided to
         the contrary,  the rates,  charges,  discounts and/or credits set forth
         herein  are in lieu  of,  and not in  addition  to,  any  other  rates,
         charges, discounts and/or credits (tariffed or otherwise). For Services
         not  specifically  set forth  herein,  Customer  will be charged  MCI's
         standard  Tariffed  rates.  References in this Attachment A to standard
         Tariffed rates and/or  discounts  refer to the  corresponding  standard
         rates and/or  discounts  set forth in the  applicable  Tariffs for such
         Service(s) and in the event that MCI voluntarily or  involuntarily as a
         result of government or judicial action cancels in whole or in part any
         tariff  on  file  with  the  Federal  Communications  Commission,  such
         references shall refer to the corresponding, rates and/or discounts set
         forth

                                                        -1-

<PAGE>



         in the Price Guide for such Service(s).  All references to "intrastate"
         and  "interstate"  contained  herein  shall refer to domestic  Services
         only.

         4.1      networkMCI One Service.  Customer will pay the following rates
                  for networkMCI One Service:

                  4.1.1    Interstate networkMCI One Service.  Customer will pay
                           the  following  Postalized  Rates  for  networks  One
                           Outbound Service, including interstate networkMCI One
                           Card Service,  based on call type.  These  Postalized
                           Rates  will  be  adjusted  on the  first  day of each
                           January  during each  calendar year of the Term by an
                           amount equal to the same percentage by which standard
                           Tariffed interstate networkMCI One Service rates were
                           adjusted  during the immediately  preceding  calendar
                           year.  These  Postalized  Rates will  fluctuate  with
                           changes  in the  Tariff,  not  to  exceed  a  maximum
                           increase or decrease of three percent (3%) per annual
                           period.   Such   adjustments   shall  be  made  on  a
                           prospective  basis only. No  retroactive  adjustments
                           will be made to  previous  years  during  the Term of
                           this Agreement.

                                    Call Type                  Rate Per Minute
                                    Dedicated/Dedicated              $0.0870
                                    Switched/Dedicated               $0.1070
                                    Dedicated/Switched               $0.1070
                                     Switched/Switched               $0.1570

                      4.1.1.1       Customer  will  receive a fixed  discount of
                                    thirty   seven   percent   (37%)   off   the
                                    Postalized  Rates described in Section 4.1.1
                                    above to be  applied to  Customer's  monthly
                                    Usage Charges for said Service.

                           4.1.2    Customer will pay the  following  Postalized
                                    Rates for  networkMCI One Toll Free Service,
                                    based on termination  type. These Postalized
                                    Rates will be  adjusted  on the first day of
                                    each January  during each  calendar  year of
                                    the  Term by an  amount  equal  to the  same
                                    percentage   by  which   standard   Tariffed
                                    interstate networkMCI One Service rates were
                                    adjusted  during the  immediately  preceding
                                    calendar year.  These  Postalized Rates will
                                    fluctuate with changes in the Tariff, not to
                                    exceed a maximum  increase  or  decrease  of
                                    three percent (3%) per annual  period.  Such
                                    adjustments  shall be made on a  prospective
                                    basis only. No retroactive  adjustments will
                                    be made to previous years during the Term of
                                    this Agreement.

                                    Termination                 Rate Per Minute
                                    Direct Access Line                $0.1070
                                    Business Line                     $0.1570


                                                        -2-

<PAGE>



                      4.1.2.1       Customer  will  receive a fixed  discount of
                                    thirty   seven   percent   (37%)   off   the
                                    Postalized  Rates described in Section 4.1.2
                                    above and off  Dynamic  Routing  Charges  as
                                    described  in the  Tariff,  to be applied to
                                    Customer's  monthly  Usage  Charges for said
                                    Service.

                  4.1.3    International  networkMCI One and networkMCI One Toll
                           Free  Service.  For  international  [toll free and/or
                           outbound]    networkMCI   One   Service,    including
                           international  networkMCI One Card Service,  Customer
                           will pay  standard  Tariffed  rates  less a fixed ten
                           percent (10%) discount off standard  Tariffed  rates,
                           including Canada.

                  4.1.4    Intrastate  networkMCI  One and  networkMCI  One Toll
                           Free  Service.   For  intrastate  [toll  free  and/or
                           outbound]    networkMCI   One   Service,    including
                           intrastate networkMCI One Card Service, Customer will
                           pay standard  Tariffed  rates without  application of
                           any discounts (tariffed or otherwise).
                           except as described in Section 5.2 below.

                  4.1.5    networkMCI   One  Card   Surcharge.   Notwithstanding
                           anything herein to the contrary,  Customer will pay a
                           thirty five cent ($0.35) per call  surcharge  for all
                           networkMCI One Card calls.

         4.2      networkMCI Audio Conferencing. Customer will pay the following
                  rates for networkMCI Audio Conferencing Service.

                           In  lieu  of  standard   Tariffed   rates,   for  all
                           networkMCI Audio Conferencing Service,  Customer will
                           be charged the following,  per-minute per bridge port
                           rates (with rounding to the next higher full minute).
                           In  addition,  MCI will waive per bridge  port set-up
                           fees.

                                    Service                            Rate
                                    Attended Meet-Me Service*          $.3500
                                    Unattended Meet-Me Service         $.3400
                                    Attended Toll Meet-Me Service      $.2300
                                    Unattended Toll Meet-Me Service    $.2100

                           *        includes  Dial-Out  Service,  Personal  Toll
                                    Free Meet-Me Service,  and Toll Free Meet-Me
                                    Service

         4.3      Dedicated  Access  Services.  Customer  subscribes to and will
                  receive  the   discounts  off  local  loop  charges  only  for
                  channelized and unchannelized  T-1 access,  DSO access and DDS
                  access and analog access provided  pursuant to MCI's three (3)
                  year Access Pricing Plan ("APP").


                                                        -3-

<PAGE>



         4.3.1    In addition to the  discount  described  in Section 4.3 above,
                  the Customer will receive a thirty  percent (30%)  discount on
                  its MCI monthly  recurring charges under this Agreement for up
                  to ten (10) MCI  provided  T-1  digital  access  channels  and
                  associated  access  coordination and central office connection
                  charges, provided such channels are installed for use with MCI
                  Services and are billed on MCI invoices. This monthly discount
                  will be applied to Customer's T-1 carrier charges for domestic
                  interstate service (as long as Customer makes payment pursuant
                  to this  Agreement).  Customer  shall also be eligible for the
                  T-1 Digital Access Install Waiver  Promotion,  pursuant to the
                  Tariff.

         4.4      Dedicated Leased Line Services.  For MCI Dedicated Leased Line
                  Services,  Customer will pay standard  Tariffed rates less the
                  discounts  associated  with  the  three  (3)  year  and  Fifty
                  Thousand Dollar ($50,000) Network Pricing Plan as set forth in
                  the Tariff. The standard term and volume commitments set forth
                  in the Tariff will not apply.

         4.5      Charges Not Eligible For Discount. The rates and discounts set
                  forth in this Section 4 do not apply to the following: charges
                  for MCI  Services  other  than  those set forth in  Section 4;
                  non-Tariffed  products;  access or egress (or related) charges
                  imposed  by third  parties;  standard  Tariffed  non-recurring
                  charges,   calling  card  surcharges  and  taxes  or  tax-like
                  surcharges.

5.       Credits.

         5.1      Installation  Credit.  Customer  shall receive  credits in the
                  aggregate  of up to  Forty  Five  Thousand  Dollars  ($45,000)
                  Dollars  for the  one-time  installation  and other  one-time,
                  nonrecurring,  standard (non-expedite) charges associated with
                  the  implementation of domestic Services under this Agreement.
                  Such credits will be issued from time to time  throughout  the
                  Term as MCI  services  are  installed by Customer and shall be
                  applied  following,   application  of  all  standard  Tariffed
                  installation promotions.

         5.2      Interstate  Service  Credits.  Customer will receive a monthly
                  recurring  credit  (the  "Interstate  Service  Credit")  to be
                  applied to  Customer's  interstate  Usage  Charges of Services
                  hereunder  equal  to the sum of.  (i) the  product  of a fixed
                  twenty five percent  (25%)  discount  multiplied by Customer's
                  intrastate  networkMCI  One Usage Charges for the  immediately
                  preceding  month at standard  Tariffed rates plus (ii) a fixed
                  discount of twenty five percent (25%) multiplied by Customer's
                  intrastate  networkMCI  One Toll Free  Usage  Charges  for the
                  immediately   preceding  month  at  standard  Tariffed  rates.
                  Notwithstanding the foregoing, in no event shall the amount of
                  any  such   Interstate   Service   Credit  exceed   Customer's
                  interstate Usage Charges for the month in which such credit is
                  to be applied.


                                                        -4-

<PAGE>



         5.3      Revenue Stimulation Credits. At the end of each Contract Year,
                  the Customer will receive a one-time credit for that year that
                  corresponds  to the Annual Usage  Amounts*  identified  below.
                  Such credit shall be applied in the form of a dollar amount to
                  Customer's  domestic  interstate  Usage Charges  (exclusive of
                  applicable  taxes,  surcharges,   access/egress  (or  related)
                  charges)  in the  thirteenth  (13th) and twenty  fifth  (25th)
                  months of the Term.

                          Annual Usage
                           Amounts                Credit Amount
                           -------                -------------
                  125% of Annual Minimum          1% of annual usage
                  140% of Annual Minimum          1.75% of annual usage

                  *For  purposes of this Section  5.3,  only revenue that counts
                  towards  the  satisfaction  of  the  Annual  Minimum  will  be
                  measured.

6.       Underutilization. If in any Contract Year, Customer's Usage Charges are
         less than the applicable  Annual  Minimum,  then Customer will pay: (1)
         all accrued but unpaid  usage and other  charges  incurred by Customer;
         and  (2)  an   underutilization   charge  (which   Customer  agrees  is
         reasonable)  equal to one  hundred  percent,  (100%) of the  difference
         between  Customer's  Usage  Charges  during such  Contract Year and the
         applicable Annual Minimum.

         6.1      HyperStream Underutilization.  If in any month of the Contract
                  Years,  Customer's MCI  HyperStream  Frame Relay Usage Charges
                  are less than the applicable Monthly  HyperStream  Subminimum,
                  then  Customer  will pay: (1) all accrued but unpaid usage and
                  other   charges    incurred   by   Customer;    and   (2)   an
                  underutilization  charge (which Customer agrees is reasonable)
                  equal to one hundred percent (100%) of the difference  between
                  Customer's  MCI  HyperStream  Frame Relay Usage Charges during
                  such month of the  Contract  Year and the  applicable  Monthly
                  HyperStream Subminimum.

7.       Termination Liability. If (1) Customer terminates this Agreement during
         the Term,  for  reasons  other  than (i) for  "Cause"  (as  hereinafter
         defined) or (ii) to take service  under  another  arrangement  with MCI
         having  equal  or  greater  term  and  volume  requirements  or (2) MCI
         terminates  this  Agreement for Cause,  Customer will pay within thirty
         (30) days after such termination:  (a) all accrued but unpaid usage and
         other  charges  incurred  through the date of such  termination  (b) an
         amount  equal to one hundred  percent  (100%) of the  aggregate  of the
         Annual  Minimum(s)  (or pro rata portion  thereof for partial  Contract
         Year) that  would  have been  applicable  for the  remaining  unexpired
         portion of the Term on the date of such termination and (c) any and all
         credits  received by Customer  hereunder  (exclusive of credits for the
         Interstate Service Credits),  in full, without setoff or deduction.  As
         used herein, "Cause" shall mean a failure of the other party to perform
         a  material  obligation  under  this  Agreement  which  failure  is not
         remedied by the defaulting  party within thirty (30) days after receipt
         of written notice thereof.


                                                        -5-

<PAGE>



8.       Payment  Arrangements.  Customer is  required  to pay MCI for  Services
         within twenty-five (25) days after Customer's receipt of MCI's invoice.

9.       Exclusivity Requirement.

         9.1      Customer   agrees  it  shall  use  MCI   exclusively   as  its
                  interexchange  carrier  ("IXC")  during  the Term  hereof  for
                  ninety  five  percent  (95%)  of all IXC  services  for  which
                  Customer is not  contractually  committed at the  execution of
                  this Agreement  [including,  without limitation,  inbound toll
                  free services,  outbound voice  services,  conference  calling
                  services,  domestic and international  outbound,  and domestic
                  and   international   data  services.]   Compliance  with  the
                  foregoing  exclusivity covenant shall be measured on a monthly
                  basis based on Customer's dollar usage of all IXC services.

         9.2      After the Effective Date of this Agreement,  but not more than
                  once annually,  MCI may request, and Customer shall provide to
                  MCI in writing, Customer records, data and invoices pertaining
                  to its total IXC service usage for the most recent twelve (12)
                  month  period  preceding  the  request.  MCI may  review  this
                  information  for the sole  purpose of  determining  Customer's
                  compliance  with the  exclusivity  covenant  set forth in this
                  Section.

10.      MCI Local Service.

         (i)      From time to time during the Term, MCI or an MCI affiliate may
                  offer  local  access  or  local  exchange  telephone  services
                  (collectively,  "Local  Service").  As of the Effective  Date,
                  Local  Service is  provided by  MCImetro  Access  Transmission
                  Services, Inc. "Local Service Charges" (as defined below) will
                  contribute  to  Customer's  Annual  Minimum,  but  will not be
                  eligible to receive any discounts under this Agreement  unless
                  otherwise  expressly  stated.  For purposes of this Agreement,
                  "Local Service Charges" means MCI's tariffed or standard rates
                  and charges for Local  Service,  net of associated  credits or
                  discounts,  and includes  applicable monthly usage and monthly
                  recurring,  charges,  local line  charges,  analog and digital
                  trunk charges, and Direct-Inward  Dialing analog,  digital and
                  number  charges.  Local Service Charges do not include charges
                  for Bell  Operating  Company  resold local  exchange  services
                  within   the   meaning   of   Section    251(c)(4)    of   the
                  Telecommunications  Act of 1996,  Directory Assistance charges
                  and surcharges, charges for enhanced services (such as charges
                  for  voice  mail  or  call  manager),  non-recurring  charges,
                  Operator  Services charges and surcharges,  access/egress  (or
                  related) charges imposed by a third party other than MCI or an
                  MCI affiliate,  applicable  sales, use, excise,  utility,  and
                  gross receipts taxes and other similar tax-like surcharges.

         (ii)     Where MCI has received the applicable  regulatory approval and
                  filed the necessary tariff(s),  Customer will be automatically
                  enrolled in an MCI Local  Service Term Plan and will receive a
                  twenty percent (20%) discount on its eligible  monthly charges
                  for

                                                        -6-

<PAGE>



                  MCI facilities-based local exchange service. Enrollment in the
                  MCI  Local  Service  Term  Plan is  subject  to the  terms and
                  conditions  of the MCI Local  Service  Term Plan  program  set
                  forth in the applicable tariffs or price lists.

11.      Quality  Assurance.   Notwithstanding   the  provisions  of  Section  7
         ("Termination   Liability")  above,  Customer  shall  be  permitted  to
         terminate  during the Term,  without  liability or further  obligation,
         except for charges  incurred up to the date of  termination,  a circuit
         that   experiences   "MCI-caused"   quality   deficiencies   that   are
         demonstrated by Customer to affect adversely and materially  Customer's
         telecommunications  applications  (such a termination under this clause
         shall  constitute  a  "Termination  for  Quality  Assurance").  As used
         herein,  "MCI-caused"  shall mean MCI acts or omissions  regarding  the
         provision of a circuit to Customer. A Termination for Quality Assurance
         shall not be  effective  unless  Customer  has  reported  troubles on a
         circuit-specific,  ANI basis to (and received a  corresponding  trouble
         ticket number from) MCI's Support  Center and a period of not less than
         thirty  (30)  days  after  receipt  of  Customer's  written  notice  of
         termination  has elapsed  during  which time MCI fails to correct  such
         MCI-caused quality deficiencies for such circuit.  Such thirty (30) day
         period shall  commence upon MCI's receipt of Customer's  written notice
         and will not  re-commence if the same MCI-caused  quality  deficiencies
         occur again for such circuit during said thirty (30) day period.

12.      Provisions for Service Interruptions.

         (a)      Credit Allowance for Service Interruptions.

                  Customer  shall be entitled to Credit  Allowances  for Service
                  Interruptions in accordance with Section B.15 of the Tariff. A
                  Service   Interruption   begins  when  Customer   reports  the
                  interruption  to MCI and releases  the  "Service  Element" (as
                  hereinafter  defined) for testing and repair and ends when MCI
                  retenders the Service Element to Customer.  For the purpose of
                  determining  compliance with the Annual Minimum,  MCI will not
                  reduce  monthly  charges  by the  amount of Credit  Allowances
                  applied.  For purposes of this  Agreement,  "Service  Element"
                  refers to the  specific  MCI service  affected at the specific
                  geographic Customer location affected.

         (b)      Partial Discontinuance without Liability.

                  Customer  may  discontinue  receipt  of  service  on a Service
                  Element  at any time  without  liability  except as  otherwise
                  expressly  provided  for  in the  applicable  Tariff  or  this
                  Agreement  (an  example of such a  provision  might be where a
                  private  line  installation  charge  is  waived  but  is to be
                  assessed if the line is not in place for a minimum period). If
                  Customer  discontinues receipt of service on a Service Element
                  having  chronic  Service   Interruptions  and  does  not  take
                  substitute  service from MCI, the Annual  Minimum for purposes
                  of assessing  underutilization charges shall be reduced by the
                  average monthly charges for the  discontinued  Service Element
                  measured over the last

                                                        -7-

<PAGE>



                  three (3) billing months prior to  discontinuation  multiplied
                  by  twelve  (12).  A  Service  Element  with  chronic  Service
                  Interruptions  is one on which  there  have been  three (3) or
                  more Service Interruptions,  each consisting of thirty (30) or
                  more minutes,  totaling  twenty-four (24) or more hours within
                  three (3) consecutive calendar months.

13.      Technology Upgrade.

         (a)      In the event  that:  (i)  Customer  is unable to  satisfy  the
                  Annual  Minimum  solely as a result of a Customer's  migration
                  from  Services  to  enhanced  services  of MCI  which  are not
                  includable  in  determining  Customer's  compliance  with  the
                  Annual  Minimum ("MCI  Enhanced  Services")  and (ii) Customer
                  certifies to MCI in writing that:  (x) it has not  substituted
                  services  provided by other  vendors in place of the  Services
                  and (y) it is not able to substitute  for such migrated  usage
                  other  telecommunications  services  provided  to  Customer by
                  other vendors, then MCI agrees to reduce the Annual Minimum by
                  the Customer's  minimum volume  requirement,  calculated on an
                  annual basis, for such MCI Enhanced Service(s) pursuant to its
                  agreement with MCI governing such usage.

         (b)      Following the establishment by MCI of a revised Annual Minimum
                  as set  forth  above in  Section  13(a),  the  revised  Annual
                  Minimum  shall  replace  the Annual  Minimum  throughout  this
                  Agreement  and  Customer   shall  remain  liable  for  charges
                  pursuant to this  Agreement,  including,  without  limitation,
                  those  charges set forth in Sections 6 and 7 hereof,  based on
                  the revised Annual Minimum. Notwithstanding anything herein to
                  the contrary,  in the event of the  establishment of a revised
                  Annual  Minimum,  MCI may increase the rates  provided  and/or
                  lower the discounts to Customer  hereunder by sending at least
                  thirty (30) days' prior written notice thereof to Customer.

14.      Business Downturn.

         (a)      In the  event  that  Customer  is  unable  to meet the  Annual
                  Minimum,  notwithstanding Customer's best efforts to do so, or
                  anticipates that it will be unable to meet the Annual Minimum,
                  notwithstanding Customer's best efforts to do so, and Customer
                  establishes  the  foregoing  to  MCI's  satisfaction  and such
                  failure  results  solely  from  a  business   downturn  beyond
                  Customer's  control,  which materially and permanently reduces
                  the size or scope of Customer's  operations  and the volume of
                  Services  required by Customer  hereunder,  then MCI agrees to
                  reduce  the  Annual  Minimum  by the  product  of the  average
                  monthly  demonstrated  purchases  displaced  by such  business
                  downturn multiplied by twelve (12). By way of illustration and
                  not by  limitation,  business  downturn  shall  not  include a
                  change in  Customer's  usage of Services  hereunder  resulting
                  from a decision by Customer  to: (i) reduce its overall use of
                  telecommunications services; (ii) alter its telecommunications
                  network  architecture;  or  (iii)  transfer  portions  of  its
                  telecommunications traffic or projected

                                                        -8-

<PAGE>



                  growth to carriers  other than MCI.  This Section  14(a) shall
                  also not apply during the first Contract Year of the Term, and
                  thereafter,  may only be used one (1) time  during  the  Tenn.
                  Customer shall give MCI immediate  notice of the conditions it
                  believes  will require the  application  of this Section 14(a)
                  and provide copies of documentation  and/or data demonstrating
                  the resulting decrease in usage of Services hereunder.

         (b)      Following the establishment by MCI of a revised Annual Minimum
                  as set  forth  above in  Section  14(a),  the  revised  Annual
                  Minimum  shall  replace  the Annual  Minimum  throughout  this
                  Agreement  and  Customer   shall  remain  liable  for  charges
                  pursuant to this  Agreement,  including,  without  limitation,
                  those  charges set forth in Sections 6 and 7 hereof,  based on
                  the revised Annual Minimum. Notwithstanding anything herein to
                  the contrary,  in the event of the  establishment of a revised
                  Annual  Minimum,  MCI may  increase the rates and/or lower the
                  discounts  provided to Customer  hereunder by sending at least
                  thirty (30) days' prior written notice thereof to Customer.

15.      Business Divestiture.

         (a)      In the event that (i) Customer is unable to satisfy the Annual
                  Minimum  solely as a result of a  "Business  Divestiture"  (as
                  such term is hereinafter  defined) and (ii) Customer certifies
                  to  MCI  in  writing  that  it has  not  substituted  services
                  provided by other  vendors in place of the  Services and it is
                  not able to  substitute  for such  diminished  MCI usage other
                  telecommunications  services  provided  to  Customer  by other
                  vendors,  then MCI agrees to reduce the Annual  Minimum by the
                  product of the average monthly purchases  attributable to such
                  Business  Divestiture  during  the six (6)  months  (or in the
                  event that such Business Divestiture occurs prior to the sixth
                  (6th) monthly  billing  cycle of the Term,  during the monthly
                  billing  cycles since the  Commencement  Date)  preceding such
                  Business  Divestiture  multiplied by twelve (12). For purposes
                  of this provision,  "Business Divestiture" shall mean the sale
                  or  divestiture  by Customer  of a  subsidiary,  affiliate  or
                  significant  operating  unit  that  uses  Services  hereunder.
                  Customer  shall  give  MCI  immediate  notice  of  a  Business
                  Divestiture  and shall  promptly  provide  to MCI in  writing,
                  documentation  satisfactory  to MCI which  establishes  that a
                  Business Divestiture has occurred.

         (b)      Following the establishment by MCI of a revised Annual Minimum
                  as set  forth  above in  Section  15(a),  the  revised  Annual
                  Minimum  shall  replace  the Annual  Minimum  throughout  this
                  Agreement  and  Customer   shall  remain  liable  for  charges
                  pursuant to this  Agreement,  including,  without  limitation,
                  those  charges set forth in Sections 6 and 7 hereof,  based on
                  the revised Annual Minimum. Notwithstanding anything herein to
                  the contrary,  in the event of the  establishment of a revised
                  Annual  Minimum,  MCI may  increase the rates and/or lower the
                  discounts  provided to Customer  hereunder by sending at least
                  thirty (30) days' prior written notice thereof to Customer.

                                                        -9-

<PAGE>

                     MCI HyperStream(sm) Frame Relay Service

                          ENROLLMENT FORM AND AGREEMENT
MCI

                  MCI  HyperStream(sm)  Frame  Relay  Service  is subject to the
                  terms of this  Enrollment  Form and  Agreement  ("Agreement"),
                  including  any  attachments  and  documents   incorporated  by
                  reference.

Morgan Group, Inc.                   MCI Telecommunications Corporation
         Customer Name

28651 U.S. 20 West
         Street Address              Authorized MCI Signature

Elkhart, IN 46515
         City/State/Zip              Print Name and Title


         Customer Signature          MCI Acceptance Date

                                     Valid only if executed by Customer
                                     and returned to MCI by January 19, 1996
         Print Name and Title        and subsequently accepted by MCI.


         Customer Signature Date

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


                              TERMS AND CONDITIONS

1.       Definitions.  "MCI"  refers  to  MCI  Telecommunications   Corporation.
         "HyperStream(sm)  Frame Relay" means MCI's  frame-based data networking
         service, an enhanced service, as described in the HyperStream(sm) Frame
         Relay  Service  Description,  as  revised  from time to time,  which is
         attached hereto as Attachment 1.

2.       Service Terms.

         a.       MCI will furnish the HyperStream(sm) Frame Relay services (the
                  "Services")  to  Customer   pursuant  to  the  terms  of  this
                  Agreement.  This Agreement incorporates by reference the Rules
                  and  Regulations  contained  in  MCI  Tariff  FCC  No.  1 (the
                  "Tariff"),  with specific reference to Section 8.4.02 thereof,
                  as the  Tariff  may be  modified  from  time to time by MCI in
                  accordance with applicable law, except as expressly  varied or
                  supplemented herein. Other than as expressly set forth herein,
                  MCI DISCLAIMS ALL WARRANTIES,  INCLUDING ANY IMPLIED  WARRANTY
                  OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR


<PAGE>



                  PURPOSE.  In no event  shall MCI be liable to  Customer or any
                  third party for indirect, incidental or consequential damages,
                  even if aware of the possibility  thereof. In the event of any
                  inconsistency between this Agreement and the terms the Tariff,
                  the terms of this  Agreement  shall govern.  This Agreement is
                  the  complete  agreement  between  Customer  and  MCI  for the
                  services  subject to this  Agreement and  supersedes any prior
                  written or oral agreements and  understandings  concerning the
                  Services.

         b.       Customer acknowledges that MCI has been ordered by the Federal
                  Communications  Commission (the "FCC") to provide the Services
                  pursuant  to a tariff  filed  with the FCC.  MCI and  Customer
                  agrees that as of the date that MCI tariffs the  Service:  (1)
                  This Agreement is subject to said tariff;  and (2) the parties
                  will promptly execute  appropriate  additional  agreements and
                  amendments to this Agreement,  the effect of which shall be to
                  eliminate the Services from this  Agreement and to incorporate
                  the  Services  into an agreement  for MCI  tariffed  services.
                  Customer  acknowledges  and  agrees  that  MCI  shall  have no
                  obligation  to  include  any  other  nontariffed   service  or
                  equipment provided under this Agreement or any charges payable
                  for  such  service  or  equipment  in any such  agreement  for
                  tariffed  services.  In the  event the FCC  significantly  and
                  materially  alters the terms and conditions  contained herein,
                  MCI and  Customer  will  cooperate  in  efforts  to  develop a
                  mutually agreeable  alternative proposal that will address the
                  concerns of both parties and comply with all applicable  legal
                  and regulatory requirements and restrictions.

         c.       With  the  exception  of  revisions  to  the  Tariff  made  in
                  accordance  with  applicable  law, this  Agreement may only be
                  amended ir writing signed by authorized representatives of the
                  parties.

3.       Rates and Charges.  Attachments  2 and 3 to this  Agreement,  which are
         incorporated  herein by  reference,  contain the  applicable  rates and
         charges  for  the  Services  provided   hereunder.   Revisions  of  the
         applicable rates and charges may become effective upon revisions of any
         applicable  tariff  provisions (if the service is offered under tariff)
         or upon  notification  that MCI has  revised the  applicable  rates and
         charges (if the service is not offered under tariff). Any other service
         Customer  orders from MCI or any of its affiliates  will not be subject
         to the terms of this Agreement.

4.       Term.  The initial  term of this  Agreement  shall  commence on the MCI
         Acceptance Date and shall be coterminous with the MCI Corporate Service
         Plan  Agreement,  signed  by the  Customer  on  December  5,  1994  and
         subsequently accepted by MCI on January 4, 1995, as amended.  After the
         initial term,  the service  arrangement  shall continue month to month,
         unless  terminated  by  Customer  or MCI on thirty  130) days'  written
         notice.

5.       Governing Law. The provision of service under this Agreement is subject
         to and  shall  be  interpreted  in  accordance  with  the  terms of the
         Communications   Act  of  1934,   as   administered   by  the   Federal
         Communications Commission.



<PAGE>



6.       Nondisclosure. Customer agrees not to disclose the financial provisions
         of this  Agreement  to any third party  during the term and for one (1)
         year after  termination,  except that this  provision does not apply to
         information  in the  public  domain or  information  which is  lawfully
         required to be  disclosed.  MCI  reserves  the right to  terminate  the
         provision of service under this  Agreement if there is any  unpermitted
         disclosure.



<PAGE>



                                  ATTACHMENT 1

                   HyperStream Frame Relay Service Description

Overview

HyperStream  Frame Relay Service is a  packet-oriented  interLATA data transport
service.  At the  originating  customer  promises  Motorola  provided  equipment
(equipment  provided  pursuant  to a  separate  agreement)  places the data into
packets and gives each packet a terminating address. MCI routes the packets over
the MCI network to the terminating address. HyperStream Frame Relay is available
at speeds up to 1.544Mbps (where clear channel access is available).


Technical Description

HyperStream  Frame Relay  operates at layer two of the OSI model and is designed
to conform to the ANSI T1.617 Annex D Standard.


Access

Customers  obtain  access  to  HyperStream  Frame  Relay via  dedicated  digital
facilities,  only.  MCI will  provide  access  under  the terms of its filed and
effective tariffs or customer may obtain access via alternate access vendors.


Customer Promises Equipment (CPE)

Customer  may  provide  required  CPE or may obtain CPE from MCI under  separate
agreement.

Availability

HyperStream Frame Relay is available between cities listed in MCI Tariff FCC No.
1,  Section  C. 1 2,  Table IV,  Part A, as  amended  from time to time,  or any
successor tariff.

Performance Criteria

MCI shall provide Customer certain performance criteria for domestic HyperStream
Frame  Relay  Service  as  identified  in  Attachment  4,  hereto  attached  and
incorporated by reference.




<PAGE>



                                  ATTACHMENT 2
               DOMESTIC HYPERSTREAM FRAME RELAY RATES AND CHARGES


HYPERSTREAM FRAME RELAY DOMESTIC PRICING

         A.       RATES AND CHARGES: Basic Month-to-Month Rates and Charges.

                  1.       Installation Charges.

                           (a)      Access Lines -- Per Tariff (if MCI provided)
                                    or alternate access vendor

                           (b)      Per Port (each location) -- $300.00

                           (c)      Per Permanent  Virtual  Circuit (PVC) -- $15
                                    simplex

                  2.       Reconfiguration Charges.

                           (a)      Access Lines - Per Tariff (if MCI  provided)
                                    or alternate vendor

                           (b)      Per Port (each Location) -- $300.00

                           (c)      Per PVC - $15.00 simplex

                  3.       Monthly Recurring Charges.

                           (a)      Access  line  charges  -- Per Tariff (if MCI
                                    provided) or alternate vendor

                           (b)      Port   Charges  --  All  port   charges  are
                                    applicable  per port  (per  location).  Port
                                    charges  depend upon the port speed selected
                                    by you.

                                    Port Speed Selected             Rate/Month

                                    56/64 Kbps                       $  180.00
                                    112/128 Kbps                     $  336.00
                                    224/256 Kbps                     $  394.00
                                    336/384 Kbps                     $  578.00
                                    448/512 Kbps                     $  735.00
                                    672/768 Kbps                     $  946.00
                                    896/1024 Kbps                    $1,178.00
                                    1344/1536 Kbps                   $1,470.00




<PAGE>



                           (c)      PVC Charges -- PVC rates are either fixed or
                                    usage based.  Usage based charges are either
                                    on a  committed  information  rate  (CIR) or
                                    zero CIR basis.

                                    (1)      Fixed CIR PVC Rates. You select the
                                             fixed CIR per  simplex  PVC and pay
                                             one monthly usage charge per PVC.

                                    CIR Speed Selected        Rate/Month

                                    16 Kbps                   $   37.00
                                    32 Kbps                   $   57.00
                                    48 Kbps                   $   77.00
                                    64 Kbps                   $   97.00
                                    128 Kbps                  $  177.00
                                    192 Kbps                  $  257.00
                                    256 Kbps                  $  337.00
                                    320 Kbps                  $  417.00
                                    384 Kbps                  $  497.00
                                    448 Kbps                  $  577.00
                                    512 Kbps                  $  657.00
                                    576 Kbps                  $  729.00
                                    640 Kbps                  $  801.00
                                    704 Kbps                  $  873.00
                                    768 Kbps                  $  945.00
                                    832 Kbps                  $1,010.00
                                    896 Kbps                  $1,075.00
                                    960 Kbps                  $1,140.00
                                    1,024 Kbps                $1,205.00

                                    (2)      Usage-based    PVC    Rates.    All
                                             usage-based rates are per delivered
                                             megabyte.

                                            (i)      CIR Usage-based PVC Rates.

                                    (a)      You  select the CIR for each PVC to
                                             be  rated.  Frames  within  the CIR
                                             selected  will be  rated at the CIR
                                             Usage  rate  of   Forty-one   Cents
                                             ($0.4100) per megabyte of delivered
                                             data.  Frames  in excess of the CIR
                                             selected  by you will be  discarded
                                             eligible  (DE) and  rated at the DE
                                             Usage  rate  of  Twenty-one   Cents
                                             ($0.2100) per megabyte of delivered
                                             data.    Sampling   intervals   for
                                             measuring  bandwidth  usage will be
                                             0.4 seconds for CIR at or below 256
                                             Kbps and 1.5  seconds  for CIR over
                                             256


<PAGE>



                                             Kbps.  MCI  reserves  the  right to
                                             revise  the   sampling   intervals.
                                             Rates are simplex based.

                                    (b)      Cost Capping.  CIR  Usage-based PVC
                                             rates  are  capped  at one  hundred
                                             percent (100%) of the corresponding
                                             Fixed  CIR PVC  rates  that are set
                                             forth in Section A.3.c.1 above.

                                    (c)      CIR    Usage-based    PVC   Monthly
                                             Minimum.  If your usage charges for
                                             a PVC  in a  month  are  less  than
                                             forty  percent  (40%) of the  Fixed
                                             CIR  PVC  rate  selected  from  the
                                             chart set forth in Section  A.3.c.1
                                             above,  your  charge  for  said PVC
                                             will be forty  percent (40%) of the
                                             Fixed CIR PVC rate  (which  charges
                                             are  set  forth  below).   Minimums
                                             count toward  Network  Pricing Plan
                                             Monthly Minimums (see B below).

                                    CIR Speed Selected        Minimum Rate/Month

                                    16 Kbps                            $ 15.00
                                    32 Kbps                            $ 23.00
                                    48 Kbps                            $ 31.00
                                    64 Kbps                            $ 39.00
                                    128 Kbps                           $ 71.00
                                    192 Kbps                           $103.00
                                    256 Kbps                           $135.00
                                    320 Kbps                           $167.00
                                    384 Kbps                           $199.00
                                    448 Kbps                           $231.00
                                    512 Kbps                           $263.00
                                    576 Kbps                           $292.00
                                    640 Kbps                           $320.00
                                    704 Kbps                           $349.00
                                    768 Kbps                           $378.00
                                    832 Kbps                           $404.00
                                    896 Kbps                           $430.00
                                    960 Kbps                           $456.00
                                    1,024 Kbps                         $482.00

                                    (ii)     Zero CIR PVC Rates. All frames will
                                             be marked  DE.  All usage is at the
                                             rate of Three Cents  ($0.0300)  per
                                             megabyte of delivered data. Monthly
                                             minimum


<PAGE>



                                    charges   per  simplex  PVC  will  be  Seven
                                    Dollars  ($7.00).  There  will  be no  usage
                                    charge cap.

B.       TERM AND VOLUME COMMITMENTS

         RATE PLANS: You may select from the following rate plans:

         1.       Month to Month.  No term or  volume  commitments  will  apply,
                  except PVC monthly minimums. or 2. Network Pricing Plan.

                  (a)      If you order HS-FR under the  Network  Pricing  Plan,
                           you will receive  discounts on certain  HS-FR service
                           elements as follows:

                           Monthly              Term     (years)
                           Minimum     1      2        3        4        5
                                       -      -        -        -        -

                           $  2,000     5%     6%       7%       8%       9%
                           $  5,000     8%    10%      12%      14%      16%
                  X        $ 10,000    12%    14%      17%      19%      21%
                           $ 25,000    14%    17%      20%      23%      25%
                           $ 50,000    16%    19%      22%      25%      27%
                           $100,000    18%    21%      24%      27%      30%

                  (b)      If  a  Network   Pricing  Plan  is   selected,   then
                           commencing with the fourth full monthly billing cycle
                           if your monthly usage charges for the HS-FR recurring
                           charges  fall  below  the  monthly  minimum  selected
                           ("Monthly   Minimum"),   then   you   will   pay   an
                           underutilization  charge equal to one hundred percent
                           (100%)  of the  difference  between  the  amount  you
                           purchased in such month and the Monthly Minimum.

                  (c)      The discount  applies to basic month to month charges
                           for the following  recurring HS-FR service  elements:
                           PVC  charges  and  Port  charges   (excludes  network
                           management,  CPE, access charges, access coordination
                           charges,  taxes and tax related  surcharges).  Taxes,
                           tax-related   surcharges,   access  charges,   access
                           coordination  charges,  network  management  and  CPE
                           charges do not count toward the Monthly Minimum.

                  (d)      In  the  event  you  have  a  signed  Annex  to  this
                           Agreement   for   the   provision   of    HyperStream
                           International  Frame Relay  Service  ("HSI-FR"),  the
                           following  recurring  HSIFR  service  elements  shall
                           count toward the HS-FR Monthly Minimum:  Overseas PVC
                           charges and Overseas Port Charges.



<PAGE>



                  (e)      Under the Network Pricing Plan, the start of the term
                           is from  implementation  of the first service element
                           and lasts through the end of the term  selected.  The
                           HS-FR term  commitment  is  independent  of the terms
                           committed to in individual Access Pricing Plans.

                  (f)      Except as otherwise  provided in this  Agreement,  if
                           you terminate  this  Agreement  before the and of the
                           term selected  under the Network  Pricing  Plan,  you
                           will  pay an  early  termination  charge  equal  to a
                           portion  of the  discounts  from  the  month-to-month
                           basic rates provided to you under this Agreement,  as
                           follows:  For a  three  (3)  year  term,  100% of the
                           discount if you  terminate in the first year,  75% if
                           you  terminate  in  the  second  year,  or 50% if you
                           terminate in the third year. For a two (2) year term,
                           100% of the  discount if you  terminate  in the first
                           year,  50% if you terminate in the second year. For a
                           one  (1)  year  term,  50%  of  the  discount  if you
                           terminate in the first year.




<PAGE>



                                  ATTACHMENT 3

                         MCI HyperStream(sm) Frame Relay

                             SATISFACTION GUARANTEE

If for any reason  Customer is not  completely  satisfied  with  HyperStream(sm)
Frame Relay at any time before the completion of three (3) full billing  months,
Customer may:

         o        Discontinue  HyperStream(sm)  Frame  Relay and any  associated
                  customer premises equipment and network management  agreements
                  with MCI without liability for termination charges;

         o        Receive a credit or refund for HyperStream(sm) Frame Relay and
                  associated MCI installation charges; and

         o        Receive a credit for or refund of recurring  usage charges for
                  HyperStream(sm)  Frame Relay and associated  service  Customer
                  incurred  during the  Satisfaction  Guarantee  three (3) month
                  period  in  an  amount   up  to  the   amount  of   reasonable
                  re-installation   charges  Customer  may  incur  from  another
                  carrier for  re-installation  of the service that Customer had
                  replaced with HyperStream(sm) Frame Relay.

Covered MCI Charges:

         o        Installation charges:

         o        Installation    of    access    circuits    associated    with
                  HyperStream(sm) Frame Relay

         o        Recurring charges:

                  o        HyperStream(sm) Frame Relay Ports

                  o        HyperStream(sm)   Frame   Relay   Permanent   Virtual
                           Circuits (PVCs)

                  o        Access coordination

To exercise Customer's rights under this Satisfaction  Guarantee,  please notify
Customer's MCI account representative in writing not later than the close of the
third full billing month after initial  installation  of  HyperStream(sm)  Frame
Relay.

MCI's offer of  Satisfaction  Guarantee  expires if not exercised on or prior to
the  earlier of 10 three full  billing  months  after  initial  installation  of
HyperStream(sm) Frame Relay or (ii) March 30, 1996.

Other than the rights expressly  granted in this  Satisfaction  Guarantee,  this
Satisfaction  Guarantee  shall not be construed to create any rights or remedies
not otherwise expressly provided for nor expand


<PAGE>



MCI's obligations under the Agreement for  HyperStream(sm)  Frame Relay to which
this Satisfaction Guarantee is attached.




<PAGE>



                                  ATTACHMENT 4

                             HyperStream Frame Relay
                             Service Level Guarantee

MCI is committed to providing its customers  with quality  Domestic  HyperStream
Frame Relay  services.  This  document  defines the specific  quality of service
levels MCI will seek to maintain  while  providing  Domestic  HyperStream  Frame
Relay Services to Morgan Group,  Inc.;  herein  referred to as Customer.  In the
event MCI's HyperStream.  Frame Relay Services fail to perform to the quality of
the  applicable  service  levels as defined  herein,  MCI's  sole and  exclusive
obligations,  and Customer's sole and exclusive remedies,  shall be as set forth
in this Attachment 3.

1.0      Definition

         A Service Level  Guarantee  (SLG) is a commitment on the part of MCI to
         attempt to meet specific network and service performance levels.

2.0      Network Availability

         2.1      Description

                  The  HyperStream(sm)  Frame Relay  (HSFR)network  availability
                  measurement  is equal to the  total  number  of  minutes  in a
                  calendar  month  during  which  core  network  PVC  routes are
                  available   to   exchange   data   between   the  two  network
                  infrastructure  node end points divided by the total number of
                  minutes in a calendar  month  ("Network  Availability  Time").
                  Network  Availability  Time is calculated  commencing with the
                  date on which the trouble ticket is opened by the customer and
                  ending upon confirmation of resolution with the customer.

                  For purposes of measuring Network  Availability  Time, the PVC
                  route    referenced    above   includes   the   HSFR   network
                  infrastructure   connectivity  from   infrastructure  port  to
                  infrastructure  port, excluding Customer Premise Equipment and
                  local access lines.

                  Customer   Premise    Equipment    ("CPE")   refers   to   the
                  telecommunications  hardware  located at the customer site and
                  supplied  by MCI  (i.e.  modem,  router,  or  multiplexer)  or
                  supplied by the customer.

         2.2      Network Availability Objective

                  MCI will  attempt  to achieve a Network  Availability  Time of
                  99.5% for networks designed with all of the following:

                  o        fully  meshed  network  topology  or a  star  network
                           topology in which each remote site has PVCs connected
                           to at least two network hubs  engineered  to separate
                           infrastructure node , and


<PAGE>



                  o        10 or  more,  customer  sites  are  involved  in  the
                           network  MCI  will   attempt  to  achieve  a  Network
                           Availability Time of 99%

                  for any networks not meeting the above requirements.

         2.3      Exclusions

                  Network    Availability   Time   measurements   exclude   HSFR
                  unavailability  resulting in whole or in part from one or more
                  of the following causes:

                  o        Any act or omission on the part of Customer, customer
                           contractors, and customer vendors

                  o        Scheduled maintenance

                  o        Labor strikes

                  o        Natural disasters

                  o        Force majeure events beyond the reasonable control of
                           MCI  (i.e.  acts  of  God,   government   regulation,
                           national emergency, etc.)

         2.3      Calculation

                  Customer  HSFR Network  Availability  Time is  calculated on a
                  monthly basis

                  Monthly Network Availability Time (%) = 1 - [ Total minutes of
                  PVC downtime per month or "Unavailability Percentage"]
                  Total # PVCs x #days in month x 24 hrs x 60min

         2.4      Components of Calculation

                  Total minutes in month, total minutes available, total minutes
                  unavailable,  total  minutes  unavailable  due to  exclusions,
                  unavailable  minutes  due to excluded  causes,  broken down by
                  occurrence (exception) category.

         2.5      Credits

                  o        In the  event  MCI is  unable  to  satisfy  the  HSFR
                           Availability  Time objective for two (2)  consecutive
                           months,   during  the  Service  Term,  Customer  will
                           receive  a  credit   equal  to  five   percent   (5%)
                           multiplied  by the  fixed  rates for all Port and PVC
                           charges for both the  first(lst) and the second (2nd)
                           month.

                  o        In the  event  MCI in  unable  to  satisfy  the  HSFR
                           Availability   Time   objective  for  a  third  (3rd)
                           consecutive month,  during the Service Term. Customer
                           will  receive a credit  equal to ten  percent  (10 %)
                           multiplied  by the  fixed  rates for all Port and PVC
                           charges for the given month.



<PAGE>



                  o        In the  event  MCI is  unable  to  satisfy  the  HSFR
                           Network  Availability  Time  objective  for a  fourth
                           (4th)  consecutive  month,  Customer  will  have  the
                           option to  discontinue  MCI  Service  on the  Service
                           Element   that  has  failed  to   satisfy   the  HSFR
                           Availability  Time  objective and MCI will reduce the
                           Minimum  Volume  Requirement  (MVR) by the  amount of
                           charges  associated  with  the  discontinued  Service
                           Element.

3.0      Frame Delivery

         3.1      Description

                  The   HyperStream(sm)   Frame  Relay  Frame  Delivery  is  the
                  percentage of frames which are  successfully  delivered.  HSFR
                  Frame Delivery  encompasses the successful  delivery of frames
                  through the network based on certain factors. The calculations
                  are based on total frames sent  through the network  according
                  to the following parameters:

                  The  percentage  of all non-CIR  frames that are  successfully
                  delivered.

                  The  percentage  of  all  CIR  frames  that  are  successfully
                  delivered.

         3.2      Frame Delivery Objective

                  99.99%  of  all  frames  that  do  not  exceed  the  Committed
                  Information   Rate  (CIR)  are  targeted  to  be  successfully
                  delivered.  End to end CIR  packet  delivery  only  applies to
                  frames not marked discard eligible.

                  99 % of all non-CIR  frames are  targeted  to be  successfully
                  delivered.  Non-CIR  packet  delivery  only  applies to frames
                  marked  discard   eligible,   (i.e.;   traffic  exceeding  the
                  subscribed CIR and all zero CIR PVC traffic).

         3.3      Frequency of Calculation

                  HSFR Frame Delivery is calculated monthly based upon the frame
                  delivery  statistics as stated in the HyperScope reports minus
                  any applicable exclusions below.

         3.4      Exclusions

                  HyperStream(sm)    Frame   Relay   Service   frame    delivery
                  measurements exclude:

                  o        Frames  dropped at the  infrastructure  egress due to
                           improper  customer  specification  of customer's port
                           speeds

                  o        Local access and CPE

                  o        Force majeure events beyond the reasonable control of
                           MCI  (i.e.  acts  of  God,   government   regulation,
                           national emergency, etc.)




<PAGE>




         3.5      Credits

                  o        In the event MCI is unable to satisfy  the HSFR Frame
                           Delivery  objective for two (2)  consecutive  months,
                           during the  Service  Term,  Customer  will  receive a
                           credit equal to five percent (5%)  multiplied  by the
                           fixed rates for all Port and PVC charges for both the
                           first (lst) and the second (2nd) month.

                  o        In the event MCI in unable to satisfy  the HSFR Frame
                           Delivery  objective  for a  third  (3rd)  consecutive
                           month, during the Service Term. Customer will receive
                           a credit equal to ten percent (10%) multiplied by the
                           fixed  rates  for all  Port and PVC  charges  for the
                           given month.

                  o        In the event MCI is unable to satisfy  the HSFR Frame
                           Delivery  objective  for a fourth  (4th)  consecutive
                           month,  Customer will have the option to  discontinue
                           MCI Service on the Service Element that has failed to
                           satisfy the HSFR MTTR  objective  and MCI will reduce
                           the Minimum Volume Requirement (MVR) by the amount of
                           charges  associated  with  the  discontinued  Service
                           Element.

4.0      Mean Time To Restore (MTTR)

         4.1      Description

                  Mean-Time-To-Restore ("MTTR") is the period of time commencing
                  on the date customer opens on trouble ticket and ending on the
                  date of service  restoration  (closing  of a trouble  ticket),
                  calculated  as an average of all  trouble  tickets  having the
                  same severity level (as set forth below).

                  MTTR  measurements  are reported  based on the  percentage  of
                  trouble tickets closed within specific time intervals, grouped
                  by severity level.

                  MCI will assign  each  trouble  ticket a severity  level based
                  upon  the  impact  of the  service  issue  on  the  customer's
                  business:

                           Severity 1 - System down or  degraded  (limited or no
                           ability  to  conduct  business)  Severity 4 - Problem
                           circumvented  /  Inquiries  (no  impact  to  customer
                           business)

         4.2      MTTR  Objective

                  HyperStream(sm) Frame Relay MTTR objectives are based upon the
                  severity  level of the trouble  ticket and proximity to an MCI
                  terminal or field service point of presence  "POP" broken down
                  by ticket severity as follows:


<PAGE>



                  Severity 1 -MTTR  Objective is 4 hrs if within  50-mile radius
                  of MCI terminal and field service POP,

                                                        or

                  24 hrs or best-effort  basis if outside  50-mile radius of MCI
                  terminal and field service POP

         Severity 4 - not measured

         4.3      Frequency of Calculation

                  Customer network MTTR will be calculated on a monthly basis.

         4.4      Exclusions

                  MTTR measurements will exclude the following:

                  o        Trouble  tickets  associated  with now  installations
                           (before new service acceptance by the customer)

                  o        Trouble   tickets  that  are  not   associated   with
                           MCI-provided service

                  o        Required customer premise access is not available

                  o        Required  customer  circuit  release  for  testing is
                           disallowed

                  o        Trouble   tickets  opened  by  customer  for  circuit
                           monitoring purposes only

                  o        Force majeure events beyond the reasonable control of
                           MCI  (i.e.  acts  of  God,   government   regulation,
                           national emergency, etc.)

         4.5      Calculation

                  Monthly  MTTR  Average = Sum of minutes  between  opening  and
                  closing of Severity within 30 days

                  Total number of trouble tickets per month

         4.5      Components for Calculations

                  Total number of trouble tickets, total time between opening of
                  trouble tickets and applicable service restoration, with total
                  time of opened trouble tickets  subtracting total time of each
                  exclusion category.

         4.6      Credits

                  o        In the event MCI is unable to  satisfy  the HSFR MTTR
                           objective for two (2) consecutive months,  during the
                           Service Term, Customer will receive a credit


<PAGE>

                           equal to five percent (5 %)  multiplied  by the fixed
                           rates  for all Port  and PVC  charges  for the  given
                           month.

                  o        In the event MCI in unable to  satisfy  the HSFR MTTR
                           objective for a third (3) consecutive  month,  during
                           the  Service  Term.  Customer  will  receive a credit
                           equal to ten percent  (10%)  multiplied  by the fixed
                           rates  for all Port  and PVC  charges  for the  given
                           month.

                  o        In the event MCI is unable to  satisfy  the HSFR MTTR
                           objective  for  a  fourth  (4)   consecutive   month,
                           Customer  will  have the  option to  discontinue  MCI
                           Service  on the  Service  Element  that has failed to
                           satisfy the HSFR MTTR  objective  and MCI will reduce
                           the Minimum Volume Requirement (MVR) by the amount of
                           charges  associated  with  the  discontinued  Service
                           Element.

5.0      Network Transit Delay

         5.1      Description

                  The HyperStream(sm) Frame Relay Network Transit Delay measures
                  one-way  delay  between  the   origination   and   destination
                  infrastructure  ports.  It is defined as the time  between the
                  LAST bit of a ping  packet  being  sent  from the  origination
                  infrastructure port to the FIRST bit of the packet received by
                  the  destination  infrastructure  port, in other words between
                  the two MCI HyperStream frame relay points of presence.

         5.2      Network Transit Delay Guarantee

                  Average HSFR one way network  transit delay of 70 milliseconds
                  or less in the  domestic  U.S.  and 250  milliseconds  or less
                  internationally.

         5.3      Frequency of Calculation

                  Customer  gateway to customer gateway network transit delay is
                  tested  monthly  by  MCI  as  part  of  standard   performance
                  monitoring and capacity planning  methodologies.  Any customer
                  incident where network  transit delay is measured or suspected
                  to be greater than the levels  stated above will be considered
                  an  abnormal   situation   and  will  be   addressed   through
                  established trouble handling procedures (e.g., a ticket opened
                  and technicians work through the problem until the performance
                  is back to acceptable levels).

         5.4      Exclusions

                  The network transit delay parameters are not guaranteed during
                  disaster  situations where a major network component such as a
                  backbone  link or gateway  switch is down hard and the network
                  is in an emergency reroute configuration.  Also,  HyperStream.
                  Network Transit Delay  measurements  exclude ping packets that
                  are


<PAGE>



                  not  returned,  and  ports  over  which the  transit  delay is
                  measured can not be more than 5% utilized during any hour over
                  which transit delay measurements are taken.

                  Customer calculations of end to end network transit delay must
                  exclude  access  serialization  delay  (calculated  as defined
                  below), access circuit propagation delay, any delay induced by
                  congestion on the access link,  and any CPE induced delay such
                  as that caused by high router  utilization  levels.  The frame
                  size for the test must be no more than two hundred (200) bytes
                  in length,  including protocol  overhead.  Customer tests must
                  also consist of a minimum of 60 ping tests evenly  distributed
                  over a 6 hour period.

         5.5      Components for Calculations

                  If you are  attempting  to  calculate  cpe to cpe  delay,  the
                  following are components you will have to consider in addition
                  to the MCI published network delay:

                  o         access/egress link utilization

                  o         cpe nodal processing time at each end.

                  o         local loop propagation factor = .008 ms/mile

                  o         backhaul (mci pop to frame switch) = .008 ms/mile

                  o         INGRESS/EGRESS SERIAL DELAY (ms) =
                                          (Packet size in bytes)x8x1000
                                          ----------------------------
                                             Access speed in bps

         5.6      Credits

                  o        In the  event  MCI is  unable  to  satisfy  the  HSFR
                           Transit  Delay  objective  for  two  (2)  consecutive
                           months,   during  the  Service  Term,  Customer  will
                           receive  a  credit   equal  to  five   percent   (5%)
                           multiplied  by the  fixed  rates for all Port and PVC
                           charges for the given month.

                  o        In the  event  MCI in  unable  to  satisfy  the  HSFR
                           Transit Delay objective for a third (3rd) consecutive
                           month, during the Service Term. Customer will receive
                           a credit equal to ten percent (10%) multiplied by the
                           fixed  rates  for all  Port and PVC  charges  for the
                           given month.

                  o        In the  event  MCI is  unable  to  satisfy  the  HSFR
                           Transit   Delay   objective   for  a   fourth   (4th)
                           consecutive  month,  Customer will have the option to
                           discontinue  MCI Service on the Service  Element that
                           has failed to satisfy the HSFR MTTR objective and MCI
                           will reduce the Minimum Volume Requirement


<PAGE>


                           (MVR) by the  amount of charges  associated  with the
                           discontinued Service Element.


         6.0      Credit Limitation

                  In the event  the  customer  experiences  network  or  service
                  performance for HSFR at levels below stated MCI objectives for
                  Network  Availability  Time,  MTTR,  Network Transit Delay, or
                  HSFR Frame Delivery during the same month, customer shall only
                  be entitled to receive credits, if any, pursuant to one (1) of
                  the applicable credit sections.