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                                                     Exhibit 10.3
[LOGO]

CROSS-CORPORATE CONTINUING GUARANTY

BORROWERS:     SA TELECOMMUNICATIONS, INC.
               U.S. COMMUNICATIONS, INC.
               LONG DISTANCE NETWORK, INC.
               SOUTHWEST LONG DISTANCE NETWORK, INC.
     
GUARANTORS:    SA TELECOMMUNICATIONS, INC.
               U.S. COMMUNICATIONS, INC.
               LONG DISTANCE NETWORK, INC.
               SOUTHWEST LONG DISTANCE NETWORK, INC.
     
DATE:          DECEMBER 26, 1996

   THIS CROSS-CORPORATE CONTINUING GUARANTY is executed by the above-named
guarantors (jointly and severally, the "Guarantor"), as of the above date, in
favor of GREYROCK BUSINESS CREDIT, a Division of NationsCredit Commercial
Corporation ("GBC"), whose address is 10880 Wilshire Boulevard, Suite 950, Los
Angeles, CA  90024 with respect to the Indebtedness of each and all of the
above-named borrowers (jointly and severally, the "Borrower").

   1.  CONTINUING GUARANTY.  Guarantor hereby unconditionally guarantees and
promises to pay on demand to GBC in lawful money of the United States, and to
perform for the benefit of GBC, all of the Borrower's present and future
Indebtedness (as defined below) to GBC.  

   2.  "INDEBTEDNESS."  As used in this Guaranty, the term "Indebtedness" is 
used in its most comprehensive sense and shall mean and include without 
limitation: (a) any and all debts, duties, obligations, liabilities, 
representations, warranties and guaranties of Borrower or any one or more of 
them, heretofore, now, or hereafter made, incurred, or created, whether 
directly to GBC or acquired by GBC by assignment or otherwise, or held by GBC 
on behalf of others, however arising, whether voluntary or involuntary, due 
or not due, absolute or contingent, liquidated or unliquidated, certain or 
uncertain, determined or undetermined, monetary or nonmonetary, written or 
oral, and whether Borrower may be liable individually or jointly with others, 
and regardless of whether recovery thereon may be or hereafter become barred 
by any statute of limitations, discharged or uncollectible in any bankruptcy, 
insolvency or other proceeding, or otherwise unenforceable; and (b) any and 
all amendments, modifications, renewals and extensions of any or all of the 
foregoing, including without limitation amendments, modifications, renewals 
and extensions which are evidenced by any new or additional instrument, 
document or agreement; and (c) any and all attorneys' fees, court costs, and 
collection charges incurred in endeavoring to collect or enforce any of the 
foregoing against Borrower, Guarantor, or any other person liable thereon 
(whether or not suit be brought) and any other expenses of, for or incidental 
to collection thereof.  

   3.  WAIVERS.  Guarantor hereby waives:  (a) presentment for payment, notice 
of dishonor, demand, protest, and notice thereof as to any instrument, and all 
other notices and demands to which Guarantor might be entitled, including 
without limitation notice of all of the following:  the acceptance hereof; the 
creation, existence, or acquisition of any Indebtedness; the amount of the 
Indebtedness from time to time outstanding; any foreclosure sale or other 
disposition of any property which secures any or all of the Indebtedness or 
which secures the obligations of any other guarantor of any or all of the 
Indebtedness; any adverse change in Borrower's financial position; any other 
fact which might increase Guarantor's risk; any default, partial payment or 
non-payment of all or any part of the Indebtedness; the occurrence of any 
other Event of Default (as hereinafter defined); any and all agreements and 
arrangements between GBC and Borrower and any changes, modifications, or 
extensions thereof, and any revocation, modification or 

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release of any guaranty of any or all of the Indebtedness by any person 
(including without limitation any other person signing this Guaranty); (b) any 
right to require GBC to institute suit against, or to exhaust its rights and 
remedies against, Borrower or any other person, or to proceed against any 
property of any kind which secures all or any part of the Indebtedness, or to 
exercise any right of offset or other right with respect to any reserves, 
credits or deposit accounts held by or maintained with GBC or any indebtedness 
of GBC to Borrower, or to exercise any other right or power, or pursue any 
other remedy GBC may have; (c) any defense arising by reason of any disability 
or other defense of Borrower or any other guarantor or any endorser, co-maker 
or other person, or by reason of the cessation from any cause whatsoever of 
any liability of Borrower or any other guarantor or any endorser, co-maker or 
other person, with respect to all or any part of the Indebtedness, or by 
reason of any act or omission of GBC or others which directly or indirectly 
results in the discharge or release of Borrower or any other guarantor or any 
other person or any Indebtedness or any security therefor, whether by 
operation of law or otherwise; (d) any defense arising by reason of any 
failure of GBC to obtain, perfect, maintain or keep in force any security 
interest in, or lien or encumbrance upon, any property of Borrower or any 
other person; (e) any defense based upon any failure of GBC to give Guarantor 
notice of any sale or other disposition of any property securing any or all of 
the Indebtedness, or any defects in any such notice that may be given, or any 
failure of GBC to comply with any provision of applicable law in enforcing any 
security interest in or lien upon any property securing any or all of the 
Indebtedness including, but not limited to, any failure by GBC to dispose of 
any property securing any or all of the Indebtedness in a commercially 
reasonable manner; (f) any defense based upon or arising out of any 
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, 
liquidation or dissolution proceeding commenced by or against Borrower or any 
other guarantor or any endorser, co-maker or other person, including without 
limitation any discharge of, or bar against collecting, any of the 
Indebtedness (including without limitation any interest thereon), in or as a 
result of any such proceeding; and (g) the benefit of any and all statutes of 
limitation with respect to any action based upon, arising out of or related to 
this Guaranty. Until all of the Indebtedness has been paid, performed, and 
discharged in full, nothing shall discharge or satisfy the liability of 
Guarantor hereunder except the full performance and payment of all of the 
Indebtedness.  If any claim is ever made upon GBC for repayment or recovery of 
any amount or amounts received by GBC in payment of or on account of any of 
the Indebtedness, because of any claim that any such payment constituted a 
preferential transfer or fraudulent conveyance, or for any other reason 
whatsoever, and GBC repays all or part of said amount by reason of any 
judgment, decree or order of any court or administrative body having 
jurisdiction over GBC or any of its property, or by reason of any settlement 
or compromise of any such claim effected by GBC with any such claimant 
(including without limitation the Borrower), then and in any such event, 
Guarantor agrees that any such judgment, decree, order, settlement and 
compromise shall be binding upon Guarantor, notwithstanding any revocation or 
release of this Guaranty or the cancellation of any note or other instrument 
evidencing any of the Indebtedness, or any release of any of the Indebtedness, 
and the Guarantor shall be and remain liable to GBC under this Guaranty for 
the amount so repaid or recovered, to the same extent as if such amount had 
never originally been received by GBC, and the provisions of this sentence 
shall survive, and continue in effect, notwithstanding any revocation or 
release of this Guaranty.  Until all of the Indebtedness has been irrevocably 
paid and performed in full, Guarantor hereby expressly and unconditionally 
waives all rights of subrogation, reimbursement and indemnity of every kind 
against Borrower, and all rights of recourse to any assets or property of 
Borrower, and all rights to any collateral or security held for the payment 
and performance of any Indebtedness, including (but not limited to) any of the 
foregoing rights which Guarantor may have under any present or future document 
or agreement with any Borrower or other person, and including (but not limited 
to) any of the foregoing rights which Guarantor may have under any equitable 
doctrine of subrogation, implied contract, or unjust enrichment, or any other 
equitable or legal doctrine.  Neither GBC, nor any of its directors, officers, 
employees, agents, attorneys or any other person affiliated with or 
representing GBC shall be liable for any claims, demands, losses or damages, 
of any kind whatsoever, made, claimed, incurred or suffered by Guarantor or 
any other party through the ordinary negligence of GBC, or any of its 
directors, officers, employees, agents, attorneys or any other person 
affiliated with or representing GBC.

   4.  CONSENTS.  Guarantor hereby consents and agrees that, without notice to 
or by Guarantor and without affecting or impairing in any way the obligations 
or liability of Guarantor hereunder, GBC may, from time to time before or 
after revocation of this Guaranty, do any one or more of the following in 
GBC's sole and absolute discretion:  (a) accelerate, accept partial payments 
of, compromise or settle, renew, extend the time for the payment, discharge, 
or performance of, refuse to enforce, and release all or any parties to, any 
or all of the Indebtedness; (b) grant any other indulgence to Borrower or any 
other person in respect of any or all of the Indebtedness or any other matter; 
(c) accept, release, waive, surrender, enforce, exchange, modify, impair, or 
extend the time for the performance, discharge, or payment of, any and all 
property of any kind securing any or all of the Indebtedness or any guaranty 
of any or all of the Indebtedness, or on which GBC at any time may have a 
lien, or refuse to enforce its rights or make any compromise or settlement or 
agreement therefor in respect of any or all of such property; (d) substitute 
or add, or take any action or omit to take any action which results in the 
release of, any one or more endorsers or guarantors of all or any part of the 
Indebtedness, including, without limitation one or more parties to this 
Guaranty, regardless of any destruction or impairment of any right of 
contribution or other right of Guarantor; (e) amend, alter or change in any 
respect whatsoever any term or provision relating to any or all of the 
Indebtedness, including the rate of interest thereon; (f) apply any sums 
received from Borrower, any other guarantor, endorser, or co-signer, or from 
the disposition of any collateral or security, to any indebtedness 

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whatsoever owing from such person or secured by such collateral or security, 
in such manner and order as GBC determines in its sole discretion, and 
regardless of whether such indebtedness is part of the Indebtedness, is 
secured, or is due and payable; (g) apply any sums received from Guarantor or 
from the disposition of any collateral or security securing the obligations of 
Guarantor, to any of the Indebtedness in such manner and order as GBC 
determines in its sole discretion, regardless of whether or not such 
Indebtedness is secured or is due and payable.  Guarantor consents and agrees 
that GBC shall be under no obligation to marshal any assets in favor of 
Guarantor, or against or in payment of any or all of the Indebtedness. 
Guarantor further consents and agrees that GBC shall have no duties or 
responsibilities whatsoever with respect to any property securing any or all 
of the Indebtedness.  Without limiting the generality of the foregoing, GBC 
shall have no obligation to monitor, verify, audit, examine, or obtain or 
maintain any insurance with respect to, any property securing any or all of 
the Indebtedness. 

   5.  NO COMMITMENT.  Guarantor acknowledges and agrees that acceptance by GBC 
of this Guaranty shall not constitute a commitment of any kind by GBC to extend
such credit or other financial accommodation to Borrower or to permit Borrower
to incur Indebtedness to GBC.  

   6.  EXERCISE OF RIGHTS AND REMEDIES; FORECLOSURE OF TRUST DEEDS.  Guarantor
consents and agrees that, without notice to or by Guarantor and without
affecting or impairing in any way the obligations or liability of Guarantor
hereunder, GBC may, from time to time *, before or after revocation of this
Guaranty, exercise any right or remedy it may have with respect to any or all of
the Indebtedness or any property securing any or all of the Indebtedness or any
guaranty thereof, including without limitation judicial foreclosure, nonjudicial
foreclosure, exercise of a power of sale, and taking a deed, assignment or
transfer in lieu of foreclosure as to any such property, and Guarantor expressly
waives any defense based upon the exercise of any such right or remedy,
notwithstanding the effect thereof upon any of Guarantor's rights, including
without limitation, any destruction of Guarantor's right of subrogation against
Borrower and any destruction of Guarantor's right of contribution or other right
against any other guarantor of any or all of the Indebtedness or against any
other person, whether by operation of Sections 580a, 580d or 726 of the
California Code of Civil Procedure, or any comparable provisions of the laws of
any other jurisdiction, or any other statutes or rules of law now or hereafter
in effect, or otherwise.  Without limiting the generality of the foregoing, (a)
Guarantor waives all rights and defenses arising out of an election of remedies
by GBC, even though that election of remedies, such as a nonjudicial foreclosure
with respect to security for any of the Indebtedness, has destroyed the
guarantor's rights of subrogation and reimbursement against the principal by the
operation of Section 580d of the Code of Civil Procedure or otherwise. (b)
Guarantor further waives all rights and defenses arising out of an election of
remedies by GBC, even though that election of remedies, such as a nonjudicial
foreclosure with respect to security for any of the Indebtedness, has destroyed
the guarantor's rights of subrogation, reimbursement and contribution against
any other guarantor of the guaranteed obligation, by the operation of Section
580d of the Code of Civil Procedure or otherwise.  (c)  Guarantor understands
that if GBC forecloses any present or future trust deed, which secures any or
all of the Indebtedness or which secures any other guaranty of any or all of the
Indebtedness, by nonjudicial foreclosure, Guarantor may, as a result, have a
complete defense to liability under this Guaranty, based on the legal doctrine
of estoppel and Sections 580a, 580d or 726 of the California Code of Civil
Procedure, and GUARANTOR HEREBY EXPRESSLY WAIVES ALL SUCH DEFENSES.  (d)
Guarantor understands and agrees that, in the event GBC in its sole discretion
forecloses any trust deed now or hereafter securing any or all of the
Indebtedness, by nonjudicial foreclosure, Guarantor will remain liable to GBC
for any deficiency, even though Guarantor will lose his right of subrogation
against the Borrower, and even though Guarantor will be unable to recover from
the Borrower the amount of the deficiency for which Guarantor is liable, and
even though Guarantor may have retained his right of subrogation against
Borrower if GBC had foreclosed said trust deed by judicial foreclosure as
opposed to nonjudicial foreclosure, and even though absent the waivers set forth
herein Guarantor may have had a complete defense to any liability for any
deficiency hereunder. (e)  Guarantor understands and agrees that, in the event
GBC in its sole discretion forecloses any trust deed now or hereafter securing
any other guaranty of any or all of the Indebtedness, by nonjudicial
foreclosure, Guarantor will remain liable to GBC for any deficiency, even though
Guarantor will lose his right of subrogation or contribution against the other
guarantor, and even though Guarantor will be unable to recover from the other
guarantor any part of the deficiency for which Guarantor is liable, and even
though Guarantor may have retained his right of subrogation or contribution
against the other guarantor if GBC had foreclosed said trust deed by judicial
foreclosure as opposed to nonjudicial foreclosure, and even though absent the
waivers set forth herein Guarantor may have had a complete defense to any
liability for any deficiency hereunder.  

   *AFTER AN EVENT OF DEFAULT WHICH IS CONTINUING  

   7.  ACCELERATION.  Notwithstanding the terms of all or any part of the
Indebtedness, the obligations of the Guarantor hereunder to pay and perform all
of the Indebtedness shall, at the option of GBC, immediately become due and
payable, without notice, and without regard to the expressed maturity of any of
the Indebtedness, in the event:  (a) Guarantor shall fail to pay or perform when
due any of its obligations under this Guaranty; or (b) any default or event of
default occurs under any present or future loan agreement or other instrument,
document, or agreement between GBC and Borrower or between GBC and Guarantor. 
The foregoing are referred to in this Guaranty as "Events of Default".  

   8.  INDEMNITY.  Guarantor hereby agrees to indemnify GBC and hold GBC 
harmless from and against any and all claims, debts, liabilities, demands, 
obligations, actions, causes of action, penalties, costs and expenses 
(including 

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without limitation * attorneys' fees), of every nature, character and 
description, which GBC may sustain or incur based upon or arising out of any 
of the Indebtedness, any actual or alleged failure to collect and pay over any 
withholding or other tax relating to Borrower or its employees, any 
relationship or agreement between GBC and Borrower, any actual or alleged 
failure of GBC to comply with any writ of attachment or other legal process 
relating to Borrower or any of its property, or any other matter, cause or 
thing whatsoever occurred, done, omitted or suffered to be done by GBC 
relating in any way to Borrower or the Indebtedness (except any such amounts 
sustained or incurred as the result of the gross negligence or willful 
misconduct of GBC or any of its directors, officers, employees, agents, 
attorneys, or any other person affiliated with or representing GBC).  
Notwithstanding any provision in this Guaranty to the contrary, the indemnity 
agreement set forth in this Section shall survive any termination or 
revocation of this Guaranty and shall for all purposes continue in full force 
and effect. 

   *REASONABLE

   9.  SUBORDINATION.   *Any and all rights of Guarantor under any and all 
debts, liabilities and obligations owing from Borrower to Guarantor, including 
any security for and guaranties of any such obligations, whether now existing
or hereafter arising, are hereby subordinated in right of payment to the prior
payment in full of all of the Indebtedness.  If any Event of Default has
occurred, Borrower and any assignee, trustee in bankruptcy, receiver, or any
other person having custody or control over any or all of Borrower's property
are hereby authorized and directed to pay to GBC the entire unpaid balance of
the Indebtedness before making any payments whatsoever to Guarantor, whether 
as a creditor, shareholder, or otherwise; and insofar as may be necessary for
that purpose, Guarantor hereby assigns and transfers to GBC all rights to any
and all debts, liabilities and obligations owing from Borrower to Guarantor,
including any security for and guaranties of any such obligations, whether now
 existing or hereafter arising, including without limitation any payments,
dividends or distributions out of the business or assets of Borrower. Any
amounts received by Guarantor in violation of the foregoing provisions shall 
be received and held as trustee for the benefit of GBC and shall forthwith be
paid over to GBC to be applied to the Indebtedness in such order and sequence
as GBC shall in its sole discretion determine, without limiting or affecting
any other right or remedy which GBC may have hereunder or otherwise and 
without otherwise affecting the liability of Guarantor hereunder.  Guarantor
hereby expressly waives any right to set-off or assert any counterclaim 
against Borrower.

   *AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT

   10. REVOCATION.  This is a Continuing Guaranty relating to all of the
Indebtedness, including Indebtedness arising under successive transactions which
from time to time continue the Indebtedness or renew it after it has been
satisfied.  The obligations of Guarantor hereunder may be terminated only as to
future transactions and only by giving 90 days' advance written notice thereof
to GBC at its address above by registered first-class U.S. mail, postage
prepaid, return receipt requested.  No such revocation shall be effective until
90 days following the date of actual receipt thereof by GBC.  Notwithstanding
such revocation, this Guaranty and all consents, waivers and other provisions
hereof shall continue in full force and effect as to any and all Indebtedness
which is outstanding on the effective date of revocation and all extensions,
renewals and modifications of said Indebtedness (including without limitation
amendments, extensions, renewals and modifications which are evidenced by new or
additional instruments, documents or agreements executed after revocation), and
all interest thereon, then and thereafter accruing, and all * attorneys' fees,
court costs and collection charges theretofore and thereafter incurred in
endeavoring to collect or enforce any of the foregoing against Borrower,
Guarantor or any other person liable thereon (whether or not suit be brought)
and any other expenses of, for or incidental to collection thereof. 

   *REASONABLE 

   11. INDEPENDENT LIABILITY.  Guarantor hereby agrees that one or more 
successive or concurrent actions may be brought hereon against Guarantor, in 
the same action in which Borrower may be sued or in separate actions, as often 
as deemed advisable by GBC.  The liability of Guarantor hereunder is exclusive 
and independent of any other guaranty of any or all of the Indebtedness 
whether executed by Guarantor or by any other guarantor (including without 
limitation any other persons signing this Guaranty).  The liability of 
Guarantor hereunder shall not be affected, revoked, impaired, or reduced by 
any one or more of the following:  (a) the fact that the Indebtedness exceeds 
the maximum amount of Guarantor's liability, if any, specified herein or 
elsewhere (and no agreement specifying a maximum amount of Guarantor's 
liability shall be enforceable unless set forth in a writing signed by GBC or 
set forth in this Guaranty); or (b) any direction as to the application of 
payment by Borrower or by any other party; or (c) any other continuing or 
restrictive guaranty or undertaking or any limitation on the liability of any 
other guarantor (whether under this Guaranty or under any other agreement); or 
(d) any payment on or reduction of any such other guaranty or undertaking; or 
(e) any revocation, amendment, modification or release of any such other 
guaranty or undertaking; or (f) any dissolution or termination of, or 
increase, decrease, or change in membership of any Guarantor which is a 
partnership.  Guarantor hereby expressly represents that it was not induced to 
give this Guaranty by the fact that there are or may be other guarantors 
either under this Guaranty or otherwise, and Guarantor agrees that any release 
of any one or more of such other guarantors shall not release Guarantor from 
its obligations hereunder either in full or to any lesser extent. 

   12. FINANCIAL CONDITION OF BORROWER.  Guarantor is fully aware of the
financial condition of Borrower and is executing and delivering this Guaranty at
Borrower's 

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request and based solely upon its own independent investigation of all matters 
pertinent hereto, and Guarantor is not relying in any manner upon any 
representation or statement of GBC with respect thereto.  Guarantor represents 
and warrants that it is in a position to obtain, and Guarantor hereby assumes 
full responsibility for obtaining, any additional information concerning 
Borrower's financial condition and any other matter pertinent hereto as 
Guarantor may desire, and Guarantor is not relying upon or expecting GBC to 
furnish to him any information now or hereafter in GBC's possession concerning 
the same or any other matter.  

   13. REPRESENTATIONS AND WARRANTIES.  Guarantor hereby represents and warrants
that (i) it is in Guarantor's direct interest to assist Borrower in procuring
credit, because Borrower is an affiliate of Guarantor, furnishes goods or
services to Guarantor, purchases or acquires goods or services from Guarantor,
and/or otherwise has a direct or indirect corporate or business relationship
with Guarantor, (ii) this Guaranty has been duly and validly authorized,
executed and delivered and constitutes the valid and binding obligation of
Guarantor, enforceable in accordance with its terms, and (iii) the execution and
delivery of this Guaranty does not violate or constitute a default under (with
or without the giving of notice, the passage of time, or both) any order,
judgment, decree, instrument or agreement to which Guarantor is a party or by
which it or its assets are affected or bound.  

   14. COSTS; INTEREST.  Whether or not suit be instituted, Guarantor agrees to
reimburse GBC on demand for all reasonable attorneys' fees and all other
reasonable costs and expenses incurred by GBC in enforcing this Guaranty, or
arising out of or relating in any way to this Guaranty, or in enforcing any of
the Indebtedness against Borrower, Guarantor, or any other person, or in
connection with any property of any kind securing all or any part of the
Indebtedness.  Without limiting the generality of the foregoing, and in addition
thereto, Guarantor shall reimburse GBC on demand for all reasonable attorneys'
fees and costs GBC incurs in any way relating to Guarantor, Borrower or the
Indebtedness, in order to:  obtain legal advice; enforce or seek to enforce any
of its rights; commence, intervene in, respond to, or defend any action or
proceeding; file, prosecute or defend any claim or cause of action in any action
or proceeding (including without limitation any probate claim, bankruptcy claim,
third-party claim, secured creditor claim, reclamation complaint, and complaint
for relief from any stay under the Bankruptcy Code or otherwise); protect,
obtain possession of, sell, lease, dispose of or otherwise enforce any security
interest in or lien on any property of any kind securing any or all of the
Indebtedness; or represent GBC in any litigation with respect to Borrower's or
Guarantor's affairs.  In the event either GBC or Guarantor files any lawsuit
against the other predicated on a breach of this Guaranty, the prevailing party
in such action shall be entitled to recover its attorneys' fees and costs of
suit from the non-prevailing party.  All sums due under this Guaranty shall bear
interest from the date due until the date paid at the highest rate charged with
respect to any of the Indebtedness.    

   15. NOTICES.  Any notice which a party shall be required or shall desire to
give to the other hereunder (except for notice of revocation, which shall be
governed by Section 10 of this Guaranty) shall be given by personal delivery or
by telecopier or by depositing the same in the United States mail, first class
postage pre-paid, addressed to GBC at its address set forth in the heading of
this Guaranty and to Guarantor at its address provided by Guarantor to GBC in
writing, and such notices shall be deemed duly given on the date of personal
delivery or one day after the date telecopied or 3 business days after the date
of mailing as aforesaid.  GBC and Guarantor may change their address for
purposes of receiving notices hereunder by giving written notice thereof to the
other party in accordance herewith.  Guarantor shall give GBC immediate written
notice of any change in its address.  

   16. CLAIMS.  Guarantor agrees that any claim or cause of action by Guarantor
against GBC, or any of GBC's directors, officers, employees, agents, accountants
or attorneys, based upon, arising from, or relating to this Guaranty, or any
other present or future agreement between GBC and Guarantor or between GBC and
Borrower, or any other transaction contemplated hereby or thereby or relating
hereto or thereto, or any other matter, cause or thing whatsoever, whether or
not relating hereto or thereto, occurred, done, omitted or suffered to be done
by GBC, or by GBC's directors, officers, employees, agents, accountants or
attorneys, whether sounding in contract or in tort or otherwise, shall be barred
unless asserted by Guarantor by the commencement of an action or proceeding in
a court of competent jurisdiction within Los Angeles County, California, by the
filing of a complaint within one year after the first act, occurrence or
omission upon which such claim or cause of action, or any part thereof, is based
and service of a summons and complaint on an officer of GBC or any other person
authorized to accept service of process on behalf of GBC, within 30 days
thereafter.  Guarantor agrees that such one year period is a reasonable and
sufficient time for Guarantor to investigate and act upon any such claim or
cause of action.  The one year period provided herein shall not be waived,
tolled, or extended except by a specific written agreement of GBC.  This
provision shall survive any termination of this Guaranty or any other agreement.

   17. CONSTRUCTION; SEVERABILITY.  The term "Guarantor" as used herein shall be
deemed to refer to all and any one or more such persons and their obligations
hereunder shall be joint and several.  As used in this Guaranty, the term
"property" is used in its most comprehensive sense and shall mean all property
of every kind and nature whatsoever, including without limitation real property,
personal property, mixed property, tangible property and intangible property. 
If any provision of this Guaranty or the application thereof to any party or
circumstance is held invalid, void, inoperative or unenforceable, the remainder
of this Guaranty and the application of such provision to other parties or
circumstances shall not be affected thereby, the provisions of this Guaranty
being severable in any such instance.  

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   18. GENERAL PROVISIONS.   GBC shall have the right to seek recourse against
Guarantor to the full extent provided for herein and in any other instrument or
agreement evidencing obligations of Guarantor to GBC, and against Borrower to
the full extent of the Indebtedness.  No election in one form of action or
proceeding, or against any party, or on any obligation, shall constitute a
waiver of GBC's right to proceed in any other form of action or proceeding or
against any other party.  The failure of GBC to enforce any of the provisions of
this Guaranty at any time or for any period of time shall not be construed to be
a waiver of any such provision or the right thereafter to enforce the same.  All
remedies hereunder shall be cumulative and shall be in addition to all rights,
powers and remedies given to GBC by law or under any other instrument or
agreement.  Time is of the essence in the performance by Guarantor of each and
every obligation under this Guaranty.  GBC shall have no obligation to inquire
into the power or authority of Borrower or any of its officers, directors,
employees, or agents acting or purporting to act on its behalf, and any
Indebtedness made or created in reliance upon the professed exercise of any such
power or authority shall be included in the Indebtedness guaranteed hereby. 
This Guaranty is the entire and only agreement between Guarantor and GBC with
respect to the guaranty of the Indebtedness of Borrower by Guarantor, and all
representations, warranties, agreements, or undertakings heretofore or
contemporaneously made, which are not set forth herein, are superseded hereby. 
No course of dealings between the parties, no usage of the trade, and no parol
or extrinsic evidence of any nature shall be used or be relevant to supplement
or explain or modify any term or provision of this Guaranty.  There are no
conditions to the full effectiveness of this Guaranty.  The terms and provisions
hereof may not be waived, altered, modified, or amended except in a writing
executed by Guarantor and a duly authorized officer of GBC.  All rights,
benefits and privileges hereunder shall inure to the benefit of and be
enforceable by GBC and its successors and assigns and shall be binding upon
Guarantor and its successors and assigns.  Section headings are used herein for
convenience only.  Guarantor acknowledges that the same may not describe
completely the subject matter of the applicable Section, and the same shall not
be used in any manner to construe, limit, define or interpret any term or
provision hereof.  

   19. GOVERNING LAW; VENUE AND JURISDICTION.  This instrument and all acts and
transactions pursuant or relating hereto and all rights and obligations of the
parties hereto shall be governed, construed, and interpreted in accordance with
the internal laws of the State of California.  In order to induce GBC to accept
this Guaranty, and as a material part of the consideration therefor, Guarantor
(i) agrees that all actions or proceedings relating directly or indirectly
hereto shall, at the option of GBC, be litigated in courts located within Los
Angeles County, California, (ii) consents to the jurisdiction of any such court
and consents to the service of process in any such action or proceeding by
personal delivery or any other method permitted by law; and (iii) waives any and
all rights Guarantor may have to transfer or change the venue of any such action
or proceeding.  

   20.  RECEIPT OF COPY.  Guarantor acknowledges receipt of a copy of this
Guaranty.  

   21. MUTUAL WAIVER OF RIGHT TO JURY TRIAL.  GBC AND GUARANTOR HEREBY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, LAWSUIT OR PROCEEDING BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS GUARANTEE OR ANY SUPPLEMENT
OR AMENDMENT THERETO; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR
AGREEMENT BETWEEN GBC AND GUARANTOR ; OR (iii) ANY BREACH, CONDUCT, ACTS OR
OMISSIONS OF GBC OR GUARANTOR OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSON AFFILIATED WITH OR REPRESENTING
GBC OR GUARANTOR; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT
OR TORT OR OTHERWISE.  

Guarantor Signature:     

  SA TELECOMMUNICATIONS, INC.
 
  By   /s/ J. David Darnell
    -----------------------------------
  Title  Vice President-Finance
       --------------------------------
 
Guarantor Signature:     

  U.S. COMMUNICATIONS, INC.
 
  By   /s/ J. David Darnell
    -----------------------------------
  Title  Vice President
       --------------------------------
 
  Guarantor Signature:    

  LONG DISTANCE NETWORK, INC.
 
  By  /s/ J. David Darnell
    -----------------------------------
  Title  Vice President
       --------------------------------
 
 
  Guarantor Signature:    

  SOUTHWEST LONG DISTANCE NETWORK, INC.
 
  By  /s/ J. David Darnell
    -----------------------------------
  Title  Vice President
       --------------------------------
 
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