EXHIBIT 10.22

                           AGREEMENT

       THIS AGREEMENT ("Agreement") is made this 19th day of June,
1995, by and between U.S. Communications, Inc. ("USCI") and the
telephone operating companies consisting of GTE Alaska
Incorporated, GTE Arkansas Incorporated, GTE California
Incorporated, GTE Florida Incorporated, GTE Hawaiian Telephone
Company Incorporated, GTE South Incorporated, GTE Southwest
Incorporated, GTE West Coast Incorporated, Contel of California,
Inc., Contel of Kentucky, Inc., d/b/a GTE Kentucky, Contel of
Maine, inc., d/b/a GTE Maine, Contel of Minnesota, Inc.  d/b/a
GTE Minnesota, Contel of New Hampshire, Inc., d/b/a GTE New
Hampshire, Contel of New York, Inc., d/b/a GTE New York, Contel
of North Carolina, Inc., d/b/a GTE North Carolina, Contel of
South Carolina, Inc., d/b/a/ GTE South Carolina, Contel of Texas,
Inc., d/b/a GTE Texas, Contel of the South, Inc., d/b/a GTE
Systems of the South, Contel of the West, Inc., d/b/a GTE West,
Contel of Vermont, Inc.; d/b/a GTE Vermont, and Contel of
Virginia, Inc., d/b/a GTE Virginia (collectively and individually
"GTE") (USCI and GTE are collectively referred to as the
"Parties").

                        RECITALS

       A.  USCI and GTE desire to enter into an arrangement under
which USCI will market GTE's paging products and services through
USCl's sub-agent/authorized retailer.

       B.  This Agreement is intended to define the terms and
conditions under which USCl's marketing of GTE's paging products
and service shall be implemented.

       IN CONSIDERATION of the above Recitals, the terms and
provisions set forth herein, the mutual benefits to be gained by
the performance thereof, and for the good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:

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                         ARTICLE I

                   DESCRIPTION AND SCOPE

       1.1 Pursuant to this Agreement, USCI shall act as a
Marketing/Processing Agent for GTE.

       1.2 As a Marketing/Processing Agent on behalf of GTE, USCl's
responsibilities shall include displaying GTE's paging product
line, selling pagers furnished by GTE, selling the paging network
offered by GTE to purchaser(s) ("Customer") and processing all
information for activation.  USCI will furnish, display and sell
GTE pagers on an exclusive basis.

       1.3 GTE shall provide a line of paging products; procure
paging network services; and provide training, marketing
assistance, and product management expertise.

       1.4 Notwithstanding USCl's commitment in Section 1.2 above
to furnish, display and sell GTE pagers on an exclusive basis,
GTE expressly reserves all its rights including, without
limitation, the right to utilize others to render services of a
type contemplated by this Agreement and the unrestricted right of
GTE to perform similar services by itself.

                      ARTICLE II

               TERM AND TERMINATION

       2.1 The initial term of this Agreement shall become
effective upon the execution of this Agreement by both Parties
and shall end on December 31, 1998, unless earlier terminated in
accordance with other provisions of this Agreement.  The term of
this Agreement shall automatically be extended for successive
one-year periods following the expiration of the initial term
unless either of the Parties notifies the other Party in writing
of its election not to renew this Agreement at least ninety (90)
days prior to the end of the then current term.

       2.2 Notwithstanding anything stated or implied to the
contrary herein, this Agreement may be terminated under the
provisions of this Agreement entitled Default and Insolvency
during the first twelve (12) months that the Agreement is in
effect.  From month thirteen (13) until the end of the Agreement,



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termination of the Agreement may occur also by furnishing the
other Party with ninety (90) days' prior written notification of
termination.  In the event of termination by GTE, USCI shall be
entitled to compensation for all services satisfactorily
performed prior to the effective date of termination and the
residual income on USCl's active subscribers for a period of one
(1) year after termination.  In the event of termination by USCI,
USCI will be entitled to compensation for all services
satisfactorily performed prior to the effective date of
termination and the residual income on USCl's active subscribers
will terminate on the effective date of termination.

       2.3 Performance Expectations.  GTE expects USCI to:

               2.3.1 Add units in service in Year 1    5,000 units
                       Add units in service in Year 2   25,000 units
                       Add units in service in Year 3   50,000 units

               2.3.2 Maintain a churn rate of 5 % overall by month.

               2.3.3 Average billing revenue per month to equal
                       eight dollars and forty-five cents ($8.45).

               2.3.4 GTE will consult with USCI on various marketing
and sales approaches to meet these performance objectives during
the initial twelve (12) months.  During the initial twelve (12)
months USCI shall be compensated in accordance with the
provisions of Attachment A of this Agreement.  If, however, by
month 13 of this Agreement, USCI is not meeting all of the
foregoing objectives, GTE, at its option and its sole discretion,
may elect to reduce USCl's total compensation under Attachment A
in the following manner: thirteen to eighteen months, 10%;
nineteen to twenty-three months, 15%; twenty-four to twenty-nine
months, 20%; thirty to thirty-six months, 25%.

       2.4 In the event that this contract is terminated, for the
period of one year from the date of termination, GTE Telephone
Operations agrees not to pursue paging agreements with companies
that USCI has under paging contracts.  This agreement is only
exclusive to GTE Telephone Operating companies and does not
pertain to any GTE affiliated companies.



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       2.5 In the event that this contract is terminated, for the
period of six months from the date of termination, GTE Telephone
Operations agrees not to pursue paging agreements with companies
that USCI is currently negotiating paging contracts with as
specified in Attachment G.  This agreement is only exclusive to
GTE Telephone Operating companies and does not pertain to any GTE
affiliated companies.

                      ARTICLE III

               IMPLEMENTATION ACTIONS

       3.1 Upon execution of this Agreement, the Parties shall
complete the Implementation Actions described herein to establish
the marketing arrangement for paging services:

               3.1.1 GTE will provide product management of the pager
and paging network services lines.  Product management functions
will include product selection, pricing analysis and
recommendations for retail pricing, promotional strategy,
collateral and retail merchandising recommendations, inventory
management, network procurement and management, market research
and product portfolio management.

               3.1.2 GTE will assist in providing training on product
and paging network services, procedures, sales techniques,
coverage and pager usage to USCI personnel.  GTE will provide
training on Customer care procedures and historical Customer call
categories.  USCI and GTE will mutually agree upon a training
schedule, location and specific curriculum.

               3.1.3 GTE will assist USCI in establishing activation
processes, procedures and identification of necessary activation
hardware/software.

               3.1.4 USCI will establish a Customer service 800 number
and operating hours.  USCI will provide an initial point of
Customer service for the paging Customers; USCI and GTE will
establish mutually agreeable procedures for secondary points of
Customer service, for Customer problems (such as network
troubles, miscellaneous troubleshooting, etc.) that cannot be
resolved by the initial Customer service point of contact within
USCI.


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                      ARTICLE IV

               CHARGES AND COMPENSATION

       4.1 USCI or its sub-agent/authorized retailer will be
compensated as outlined in Attachment A.  Compensation of USCI by
GTE is subject to customer payment in full for all products and
services.

       4.2 Air-Time Fee.  GTE will bill the paging Customer for
paging network service.

               4.2.1 Customer will be billed the retail prices
appearing on Attachment B for network services by GTE.

       4.3 Co-op Fee.  GTE will pay USCI a co-op fee of $2.00 per
pager activated and sold.  This is a onetime fee and will apply
to each and every new pager activated and sold through USCI or
its sub-agent/authorized retailer.  The co-op fee will be used to
promote GTE's paging products and services through print media,
television, radio, etc.  The fee will not be applied to pager
changes or phone number changes.  GTE will pay the advertising
co-op each month with the commission payment to USCI.  In return,
USCI will manage the fund and provide proof of performance to GTE
monthly.

       4.4 Promotions.  GTE agrees to the promotions as outlined in
Attachment D.  These promotions will be reviewed annually and
adjustments made at the discretion of GTE.

       4.5 Pager Product Charges.

               4.5.1 GTE will provide a recommended array of pager
products to sell by USCI or its sub-agent/authorized retailer.
The pagers for sale are included in Attachment C.

               4.5.2 USCI will recommend the retail price of these
products at its discretion.

               4.5.3 GTE will ship pagers to USCI or its sub-
agent/authorized retailer to a mutually agreed upon location or
locations.  USCI or its sub-agent/authorized retailer will remit
payment to GTE for the pagers at the costs stated in Attachment
C.  Payment will be due upon shipment for USCI or its sub-


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agent/authorized retailer, unless credit has been established.
GTE agrees to accept the return of any pager inventory that USCI
or its sub-agent/authorized retailer does not sell between sixty
(60) to ninety (90) days as long as the pagers are in new
condition.  GTE, at its discretion, may take back product after
90 days.

               4.5.4 Product will be billed net of activation or
including activation at the option of USCI.  If the activation
fee of fifteen ($15) dollars is not billed with the product, USCI
will owe GTE fifteen ($15) dollars at the time of activation, or
at 90 days after the pagers have been invoiced but not activated.
GTE will be paid by USCI via a reduction of the commission due to
USCI on the 10th of each month.

                      ARTICLE V

               COLLATERAL/MERCHANDISING

       5.1 GTE will provide USCI and its sub-agent/authorized
retailer an on-going supply of necessary collateral (i.e.
post-sale fulfillment brochures).

       5.2 Any advertising, collateral, merchandising, etc.
development that will be funded or partially funded by GTE must
be submitted to GTE for review and approval
prior to completion.

                      ARTICLE VI

                      PAGING SUPPORT

       6.1 GTE will provide initial and follow-up training for USCI
or its sub-agent/authorized retailer sales personnel, Customer
service and support staff.  USCI and GTE will mutually agree to a
training and implementation time line.

       6.2 GTE will assign the services of an Agent Channel Manager
and an Account Specialist to assist USCI in the implementation of
paging services by USCI and in ongoing sales activities.

       6.3 GTE will assist USCI in establishing a USCI real-time
activation process and
procedure.


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       6.4 GTE will provide monthly reports reflecting activations
and payments of subscriber accounts owned by USCI.

                      ARTICLE VII

               UNIT SALES OBJECTIVE

       7.1 USCI agrees to provide an assigned GTE Account
Specialist with a six (6) month forecast of sales objectives on a
per-store basis.  The forecast will be provided to GTE by USCI on
the first workday of each quarter.  Forecasts will be product
specific and stated in terms of pagers to be sold.  The forecast
will be used as a platform by GTE creating no liability or
contractual issues to USCI.

                      ARTICLE VIII

                      WARRANTY

       8.1 USCI and its sub-agent/authorized retailer will offer
GTE's Standard Pager Warranty program.  GTE will allow paging
Customers to return their pager within ten (10) days of purchase
for a full refund of their money, "no questions asked." Any
activation commissions paid by USCI or its sub-agents should be
refunded to USCI for those pagers returned under this section.

       8.2 USCI .and its sub-agent/authorized retailer will return
all malfunctioning pagers to GTE's designated repair location.
All malfunctioning returned pagers that are within the
manufacturer's warranty will be credited to USCI or its sub-
agent/authorized retailer account.  If USCI or its sub-
agent/authorized retailer return pagers that exceed
manufacturer's warranty and requests refurbishment, USCI or its
sub-agent/authorized retailer will then be responsible for all
refurbishment costs.

                      ARTICLE IX

                      PAGER SUPPLY

       9.1 USCI or its sub-agent/authorized retailer shall order
pagers from GTE via a Purchase Order.  The Purchase Order will


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include the GTE material code(s), quantity(s) requested,
applicable price(s), required delivery date(s), requested
shipping location(s) and applicable billing and reseller
information.  The method of Purchase Order transmittal will be
mutually agreed upon.

                      ARTICLE X

               SALES PROCESS REQUIREMENTS

       10.1 USCI or its sub-agent/authorized retailer will tell
Customers that paging service is provided by GTE.

       10.2    USCI or its sub-agent/authorized retailer will inform
Customer of paging network coverage area and explain all coverage
options.

       10.3 USCI or its sub-agent/authorized retailer will explain
to Customers features, benefits and the unique advantages (such
as flexibility and upgradability) of the GTE Paging program.

       10.4 USCI or its sub-agent/authorized retailer will explain
the use of the pager to Customer.

       10.5 USCI or its sub-agent/authorized retailer will explain
the ongoing network charges.

       10.6 USCI or its sub-agent/authorized retailer will provide
a 1-800 Customer service number to Customer.

       10.7 USCI will transfer via facsimile the information on
Attachment E for prompt activation.

                         ARTICLE XI

                      NETWORK COVERAGE

       11.1 GTE agrees to pursue expansion of network coverage in
accordance with the needs of USCI or its sub-agent/authorized
retailer and in consideration of the costs benefits of such
expansion.  GTE agrees to represent their current coverage as
consistent with that shown on Attachment F.  Coverage is subject
to overall expansion every quarter.


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                      ARTICLE XII

               DISPUTE RESOLUTION PROCEDURES

       12.1 The Parties desire to resolve disputes arising out of
this Agreement without litigation.  Accordingly, except for
action seeking a temporary restraining order or injunction
related to the purposes of this Agreement or suit to compel
compliance with this dispute resolution process, the Parties
agree to use the following alternative dispute resolution
procedure as their sole remedy with respect to any controversy or
claim arising out of or relating to this Agreement or its breach.

       12.2 At the written request of a Party, each Party will
appoint a knowledgeable, responsible representative to meet and
negotiate in good faith to resolve any dispute arising under this
Agreement.  The Parties intend that these negotiations be
conducted by nonlawyer, business representatives.  The location,
format, frequency, duration and conclusion of these discussions
shall be left to the discretion of the representatives.  Upon
agreement, the representatives may utilize other alternative
dispute resolution procedures such as mediation to assist in the
negotiations.  Discussions and correspondence among the
representatives for purposes of these negotiations shall be
treated as confidential information developed for purposes of
settlement, exempt from discovery and production, which shall not
be admissible in the arbitration described below or in any
lawsuit without the concurrence of all Parties.  Documents
identified in or provided with such communications, which are not
prepared for purposes of the negotiations, are not so exempted
and may, if otherwise admissible, be admitted in evidence in the
arbitration or lawsuit.

       12.3 If the negotiations do not resolve the dispute within
sixty (60) days of the initial written request, the dispute shall
be submitted to binding arbitration by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American
Arbitration Association.  A Party may demand such arbitration in
accordance with the procedures set out in those rules.  Discovery
shall be controlled by the arbitrator and shall be permitted to
the extent set out in this section.  Each Party may submit in
writing to a Party, and that Party shall so respond, to a maximum


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of any combination of thirty-five (35) (none of which may have
subparts) of the following: interrogatories, demands to produce
documents, and requests for admission.  Each Party is also
entitled to take the oral deposition of one individual of another
party.  Additional discovery may be permitted upon mutual
agreement of the Parties.  The arbitration hearing shall be
commenced within sixty (60) days of the demand for arbitration.
The arbitration shall be held in the city where this Agreement
was accepted by GTE.  The arbitrator shall control the scheduling
so as to process the matter expeditiously.  The Parties may
submit written briefs.  The arbitrator shall rule on the dispute
by issuing a written opinion within thirty (30) days after the
close of hearings.  The times specified in this section may be
extended upon mutual agreement of the Parties or by the
arbitrator upon a showing of good cause.  Judgment upon the award
rendered by the arbitrator may be entered in any court having
jurisdiction.

       12.4 Each Party shall bear its own costs of these
procedures.  A Party seeking discovery shall reimburse the
responding Party the costs of production of documents (to include
search time and reproduction costs).  The Parties shall equally
split the fees of the arbitration and the arbitrator.

                      ARTICLE XIII

                      MISCELLANEOUS

       13.1 Amendments Modifications and Supplements.  Amendments,
modifications and supplements to this Agreement are allowed and
will be binding on the Parties after the effective date, provided
such amendments, modifications and supplements (1) are in
writing, signed by an authorized representative of both Parties,
and (2) by reference incorporate this Agreement and identify the
specific sections or clauses contained herein which are amended,
modified or supplemented or indicate that the material is new.
The term "this Agreement" shall be deemed to include any future
amendments, modifications and supplements.  For purposes of this
Agreement, GTE's authorized representative is GTE's Vice
President-Sales or other designated representative .

       13.2 Assignment.  Neither Party may assign or delegate its
obligations under this Agreement without the prior written
consent of the other.


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       13.3 Attorneys' Fees.  Except as set forth in Article XII,
in the event any Party to this Agreement shall be required to
initiate legal proceedings (i) to interpret or to enforce
performance of any term or condition of this Agreement; (ii) to
enjoin any action prohibited hereunder; or (iii) to gain any
other form of relief whatsoever, the prevailing Party shall be
entitled to recover such sums, in addition to any other damages
or compensation received, as will reimburse the prevailing Party
for reasonable attorneys' fees and court costs incurred on
account thereof notwithstanding the nature of the claim or cause
of action asserted by the prevailing Party.

       13.4 Audit.  USCI will be given the right to audit
subscriber accounts belonging to USCI at their free will.

       13.5 Compliance with Laws and Regulations.  The Parties
shall comply with all federal, state and local laws and
regulations applicable to their performance as described in this
Agreement.

       13.6 Confidentiality.  Considering the possible exchange of
proprietary information between GTE and USCI and the desire of
both GTE and USCI to maintain the confidentiality of these
opportunities, GTE and USCI will execute confidentiality
agreements with respect to any and all discussions, negotiations,
and/or communications relating to USCI being a
Marketing/Processing Agent on behalf of GTE.  Both partners will
exercise a reciprocal confidentiality and non-disclosure clause
pertaining to this contract.

       13.7 Consent.  Where consent, approval or mutual agreement
is required of a Party, it shall not be unreasonably withheld or
delayed.

       13.8 Default.  If either Party refuses or fails in any
material respect properly to perform its obligations under this
Agreement, or violates any of the material terms or conditions of
this Agreement, such refusal, failure or violation shall
constitute a default.  In such event, the nondefaulting Party may
so notify the other Party in writing of the default and allow
that Party a period of thirty (30) calendar days to cure such
default.  If the defaulting Party does not cure such default
within said thirty (30) calendar days, the nondefaulting Party
shall have the right to terminate this Agreement upon written
notice to the other Party.


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13.9 Force Majeure.  In the event performance of this Agreement,
or any obligation hereunder, is prevented, restricted or
interfered with by reason of acts of God, wars, revolution, civil
commotion, acts of public enemy, embargo, acts of the Government
in its sovereign capacity, labor difficulties, including without
limitation, strikes, slowdowns, picketing or boycotts,
unavailability of equipment from vendor, or any other
circumstances beyond the reasonable control and without the fault
or negligence of the Party affected, the Party affected, upon
giving prompt notice to the other Party, shall be excused from
such performance on a day-to-day basis to the extent of such
prevention, restriction, or interference (and the other Party
shall likewise be excused from performance of its obligations on
a day-to-day basis until the delay, restriction or interference
has ceased), provided, however, that the Party so affected shall
use its best reasonable efforts to avoid or remove such causes of
nonperformance and both Parties shall proceed whenever such
causes are removed or cease.  If performance is prevented,
restricted or interfered with for a period of thirty (30) or more
continuous days, the Party affected may terminate this Agreement
upon written notice to the other.

       13.10 Governing Law.  This Agreement shall be governed by
and interpreted or construed in accordance with the domestic laws
of the state of Georgia and shall be subject to the exclusive
jurisdiction of the courts therein.

       13.11 Headings.  The headings in this Agreement are inserted
for convenience and identification only and are in no way
intended to define or limit the scope, extent or intent of this
Agreement or any of the provisions hereof.

       13.12 Independent Contractor Relationship.  The persons
provided by each Party shall be solely that Party's employees and
shall be under the sole and exclusive direction and control of
that Party.  They shall not be considered employees of the other
Party for any purpose.  Each Party shall remain an independent
contractor with respect to the other and shall be responsible for
compliance with all laws, rules and regulations involving, but
not limited to, employment of labor, hours of labor, health and
safety, working conditions and payment of wages.  Each Party


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shall also be responsible for payment of taxes, including
federal, state and municipal taxes, chargeable or assessed with
respect to its employees, such as, Social Security, unemployment,
Workers' Compensation, disability insurance, and federal and
state withholding.  Each Party shall indemnify the other for any
loss, damage, liability, claim, demand or penalty that may be
sustained by reason of its failure to comply with this provision.
The Party seeking indemnification under this provision shall be
the "Indemnified Party" and the Party against whom
indemnification is sought under this provision shall be the
"Indemnifying Party." The Indemnifying Party shall defend, with
counsel of its choosing, any action or suit brought against the
Indemnified Party for any loss, cost, claim, liability, damage,
expense or demand asserted by or on behalf of any person, firm,
corporation, or governmental authority by reason of the failure
of the Indemnifying Party, its directors, officers, employees,
agents, or contractors to comply with this provision.  The
Indemnified Party shall notify the Indemnifying Party promptly,
in writing, of any claims, lawsuits, or demands for which the
Indemnified Party alleges that the indemnifying Party is
responsible under this section.  The Indemnifying Party shall be
relieved of liability hereunder to the extent it is prejudiced by
the indemnified Party's failure to give prompt notice.  The
Indemnifying Party shall also be relieved of liability hereunder
for settlement by the Indemnified Party of any claim, demand, or
lawsuit, unless the Indemnifying Party has approved the
settlement in advance or unless the defense of the claim, demand,
or lawsuit has been tendered to the Indemnifying Party in writing
and the Indemnifying Party has failed promptly to undertake the
defense.

       13.13 Insolvency.  Either Party may terminate this Agreement
by notice, in writing, if the other Party admits insolvency,
makes an assignment for the benefit of creditors, or has a
trustee or receiver appointed over all or any substantial part of
its assets.

       13.14 Notices.  Any notice to any of the parties required or
permitted under this Agreement shall be deemed to have been
received on the date of service if served personally on the party
to whom notice is to b e given, on the date receipt is
acknowledged in writing by the recipient if delivered by regular
mail, or on the date stated on the receipt if delivered by


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certified or registered mail or by a courier service which
obtains a written receipt.  Any notice shall be delivered using
one of the alternatives mentioned in this section.

       For the purposes of this Agreement, notices and
communications to the Parties hereunder shall be directed to the
addresses indicated below and such addresses shall be deemed to
be the most recent address of the addressee and shall remain so
until written notice of a change of address is provided to the
other Party by the party whose address has changed.

If to GTE                     GTE Telephone Operations
                              General Manager-Public Communications
                              600 Hidden Ridge
                              Irving, TX  75015-2092

If to USCI                    US Communications, Inc.
                              Chairman
                              6140-C Northbelt Pkwy.
                              Norcross, GA  30071

       13.15 Severability. If any term, provision, covenant, or
condition of this Agreement is held by a court or regulatory body
of competent jurisdiction to be invalid, void, or unenforceable,
the rest of the Agreement shall remain in full force and effect
and shall in no way be affected, impaired, or invalidated unless
removal of that provision results in a material change to the
Agreement.  In such a case, the parties will negotiate in good
faith for replacement language.  If unsuccessful in this, either
party may terminate the Agreement.

       13.16 Trademarks and Trade Names.  Except as specifically
set out in this Agreement, nothing in this Agreement shall grant,
suggest or imply any authority for one Party to use the name,
trademarks, service marks or trade names of the other for any
purpose whatsoever.

       13.17 Waiver.  Any waiver of the terms and conditions of
this Agreement may be made by either Party with oral notice to
the other.  However, for any waiver to be binding, it must be
reduced to writing and signed by both Parties within ten (10)
business days of oral notice.  No waiver of the terms of this
Agreement or failure by either Party to this Agreement to
exercise any option, right or privilege on any occasion or


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through the course of dealing, shall be construed to be a waiver
of any subsequent breach or of any option, right or privilege on
any subsequent occasion.

       13.18 Entire Agreement.  Except for written amendments,
supplements or modifications made after the execution of this
Agreement, this Agreement represents the entire agreement between
the Parties hereto with respect to the subject matter of this
Agreement and supersedes all prior negotiations, representations
and agreements, either oral or written.

       IN WITNESS WHEREOF, the Parties have executed this Agreement
on the date or dates indicated below to be effective on the date
first written above.

By:    GTE                              By: U.S. COMMUNICATIONS, INC.
By:    /s/ Clarence F. Bercher          By: /s/ Bruce A. Hahn
Name:  Clarence F. Bercher              Name:  Bruce A. Hahn
Title: President-Consumer Markets       Title: CEO
Date:  6/20/95                          Date:  6/21/95








APPROVED AS TO FORM:
/s/ James A. Davis
Attorney, GTE Telephone Operation
Date: 6/20/95








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                      ATTACHMENT A

1)     $20.00 activation commission per pager activated for which
       full payment is received by GTE from customer.

2)     $1.00 per month residual per pager, upon full customer
       payment for the life of the subscriber unless this contract
       is terminated (see 2.2).  This amount will be paid on the
       10th of each month for all subscribers billed during the
       prior month, with a report of all active pager subscribers
       and a separate year to date summary of deactivated
       subscribers with the start and termination date.

3)     $2.00 Coop/MDF per pager sold to be paid with the activation
       commission.

4)     $10.00 bonus per pager still in service after one year, and
       an additional $10.00 bonus per pager still in service after
       the second year.  If the customer selects the annual payment
       option, payment to USCI will be made upon receipt of payment
       from the customer by the 10th of the month following the
       annual advance payment or on the 10th of the month of the
       13th and 25th month following the final annual payment from
       the subscriber for the first and second year.

5)     Quantity bonus based on customers in service during one
       fiscal year.  Amount to be paid on the 10th of the following
       month.  The first fiscal year begins on the signing of this
       contract.

<TABLE>
<CAPTION>
                                                  BONUS PER
                 UNITS                              PAGER
               <S>                                  <C>
               100,000                              $0.50
               200,000                              $1.00
               300,000                              $1.50
               400,000                              $2.00
               500,000                              $2.50
</TABLE>
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                      ATTACHMENT B

USCI agrees to sell GTE paging services at the monthly rates
below with prepayment of network in advance:

<TABLE>
<CAPTION>
                                     QUARTERLY             YEARLY
<S>                                  <C>                   <C>
Local                                $ 8.95                $ 6.95
State                                $14.95                $12.95
Regional                             $24.95                $21.95
National                             $37.95                $34.95

Voice Mail
       Small Talk                    $ 4.95                $ 4.95
       Standard                      $ 6.95                $ 6.95
       Executive                     $ 9.95                $ 9.95

Personal 800#                        $10.00                $10.00
Page Recall                          $ 2.00                $ 2.00
Custom Greeting                      $ 2.00                $ 2.00
Personal Pager Protection            $ 2.00                $ 2.00

</TABLE>
<PAGE>
<PAGE>
                      ATTACHMENT C

<TABLE>
<CAPTION>
                                                                              Total
                                      Part          Equipment   Activation    Retail      Suggested
Description                           Number         Cost         Fee Cost    Cost        Price
<S>                              <C>                 <C>         <C>          <C>         <C>
Bravo Plus (Black)                    381597         $ 55.00     $15.00       $ 70.00     $109.95
Lifestyle Plus (Smoke)                384789
Lifestyle Plus (Ice)                  384280
Lifestyle Plus (Ultra Violet)         384291
Lifestyle Plus (Totally Teal)         384292
Lifestyle Plus (Bimini Blue)          385775

Advisor                          Will be provided    $140.00     $15.00       $155.00
Bravo Express                                        $ 60.00                  $ 75.00
Encore                                               S 68.00                  $ 83.00
Memo Express                                         $100.00                  $115.00
Renegade                                             $ 45.00                  $ 60.00     $ 89.95
Ultra Express                                        $ 65.00                  $ 80.00

Uniden XLT (Black)                    387140         $ 55.00     $15.00        $ 70.00    $ 99.95
Uniden XLT (Clear)                    387141
Uniden XLT (Blue)                     387142


Uniden LS (Black)                     404372         $ 48.00     $15.00        $ 63.00    $ 84.95

</TABLE>
<PAGE>
<PAGE>

                      ATTACHMENT D

1)     For a minimum of six promotions (7 days each), GTE and USCI
       agree to waive the customer's network fee for one month of
       paging service if the customer prepays for a year of
       service.  USCI agrees to subsidize GTE $4.00 every time the
       network fee is waived.  The $4.00 will be deducted from
       USCI's commission.

2)     GTE agrees to do a two-month network waiver as a test (one
       promotion of seven days).  That is, GTE and USCI agree to
       waive the customer's network fee for two months of paging
       service if the customer prepays for a year of service.  USCI
       agrees to subsidize GTE $4.00 each for the first and second
       months which will be deducted from USCI's commission.

3)     GTE and USCI will discuss and come to agreement on six other
       network promotions to be determined (7 days each).

<PAGE>
<PAGE>

                      ATTACHMENT E

Following is the information required to activate and bill for
paging service.

       CUSTOMER INFORMATION

       Name
       Billing Address
       Billing Telephone Number
       SSN or Drivers License Number
               (Used for customer verification)


       FOR ACTIVATION

       Cap Code
       Service required (Coverage/VMX/PPP/800#/etc.)
       Coverage area (Local - DFW, State - TX, etc.)
       Billing Interval (Quarterly or Annual)

<PAGE>
<PAGE>

                      ATTACHMENT F

              (National/Regional Coverage Map)
<PAGE>
<PAGE>
                      ATTACHMENT G


                      USCI ACCOUNTS

                      Best Products
                      CompUSA
                      Kmart
                      Lowe's
                      Media Play
                      Meijer's Inc.
                      Office Max
                      OSCO
                      QVC
                      Service Merchandise
                      Target
                      Walgreen's