AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Title Page
Bridgewater, NJ  08807

Issued:  October 31, 1996  Effective:  November 1, 1996

                     ** All material on this page is new. **

CONTRACT TARIFF NO. 5776

TITLE PAGE

This  Contract  Tariff  applies  to  AT&T  Software   Defined  Network  Services
consisting of: AT&T Custom Software  Defined Network Service and Global Software
Defined Network Service;  AT&T MEGACOM Service, AT&T 800 Services consisting of:
AT&T  800   Service-Domestic,   AT&T  800   Service-Canada,   AT&T  MEGACOM  800
Service-Domestic,   AT&T   MEGACOM   800   Service-Canada,   AT&T   MEGACOM  800
Service-Mexico,   AT&T  MEGACOM  800   Service-Overseas,   AT&T  800   READYLINE
Service-Domestic,   AT&T  800  READYLINE  Service-Canada,   AT&T  800  READYLINE
Service-Mexico,   AT&T  800  READYLINE  Service-Overseas,   AT&T  800  READYLINE
Service-Puerto  Rico and the U.S.  Virgin  Islands;  AT&T  ACCUNET  T1.5 Service
Access  Connections;  AT&T  Primary Rate  Interface  Office  Functions  and AT&T
Terrestrial  1.544  Mbps  Local  Channel  Services  for  interstate  or  foreign
communications in accordance with the Communications Act of 1934, as amended.

Telecommunication  services provided under this Contract Tariff are furnished by
means of wire,  radio,  satellite,  fiber optics or any suitable  technology  or
combination of technologies.




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AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 1
Bridgewater, NJ  08807
Issued:  October 31, 1996           Effective:  November 1, 1996

                                    ** All material on this page is new. **

                            CONTRACT TARIFF NO. 5776

                                   CHECK SHEET

The Title Page and Pages 1 through 26 inclusive of this tariff are  effective as
of the date shown.

                                TABLE OF CONTENTS
                                                                     Page

Check Sheet.......................................................... 1
List of Concurring, Connecting and Other Participating Carriers...... 1
Explanation of Symbols - Coding of Tariff Revisions.................. 1
Trademarks and Service Marks......................................... 2
Explanation of Abbreviations......................................... 2
Contract Summary....................................................  3

LIST OF CONCURRING, CONNECTING AND OTHER PARTICIPATING CARRIERS

Concurring Carriers - NONE
Connecting Carriers - NONE
Other Participating Carriers - NONE

EXPLANATION OF SYMBOLS - Coding of Tariff Revision

Revisions  to this tariff are coded  through the use of symbols.  These  symbols
appear in the right margin of the page. The symbols and their meanings are:

    R - to  signify  reduction.  
    I - to  signify  increase.
    C - to  signify  changed regulation.
    T - to  signify a change in text but no change in rate or regulation.  
    S - to  signify reissued  matter. 
    M - to signify matter relocated  without change.
    N - to signify new rate or regulation. 
    D - to signify discontinued rate or regulation.
    Z - to signify a correction.

Other  marginal  codes are used to direct  the tariff  reader to a footnote  for
specific information.  Codes used for this purpose are lower case letters of the
alphabet,  e.g.,  x, y and z. These  codes may appear  beside the page  revision
number in the header or in the right margin opposite specific text.



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AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 2
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                          ** All material on this page is new. **


TRADEMARKS AND SERVICE MARKS - The following marks, to the extent,  if any, used
throughout this tariff, are trademarks and service marks of AT&T Corp.

          Trademarks                                        Service Marks

             None                                           ACCUNET
                                                            MEGACOM
                                                            READYLINE


EXPLANATION OF ABBREVIATIONS

Adm.           - Administrator

Mbps           - Megabits per second




<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 3
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new. **

                  CONTRACT TARIFF NO. 5776

1.       Services Provided:

         A.       AT&T Software Network (SDN) Services (AT&T Tariff F.C.C. No.1)
                  consisting of:

                  1.       Custom SDN
                  2.       Global Software Defined Network (GSDN) Service

         B.       AT&T MEGACOM Service (AT&T Tariff F.C.C. No. 1)

         C.       AT&T   800  Services  (AT&T  Tariff  F.C.C.  Nos.  2  and  14)
                  consisting of:

                  1.       AT&T 800 Service-Domestic
                  2.       AT&T 800 Service-Canada
                  3.       AT&T MEGACOM 800 Service-Domestic
                  4.       AT&T MEGACOM 800 Service-Canada
                  5.       AT&T MEGACOM 800 Service-Mexico
                  6.       AT&T MEGACOM 800 Service-Overseas
                  7.       AT&T 800 READYLINE Service-Domestic
                  8.       AT&T 800 READYLINE Service-Canada
                  9.       AT&T 800 READYLINE Service-Mexico
                  10.      AT&T 800 READYLINE Service-Overseas
                  11.      AT&T 800 READYLINE Service-Puerto Rico  and  the U.S.
                           Virgin Islands

         D.       AT&T ACCUNET T1.5 Service  Access  Connections  and  the  AT&T
                  Primary Rate Interface
         Office Functions (AT&T Tariff F.C.C. No. 9)

         E.       AT&T Terrestrial 1.544 Mbps Local Channel Services 
                 (AT&T Tariff F.C.C. No. 11)

2. Contract  Term;  Renewal  Options - For the AT&T SDN Services and  associated
AT&T ACCUNET T1.5 Service Access  Connections  and AT&T  Terrestrial  1.544 Mbps
Local Channel Services,  the AT&T MEGACOM Services and the AT&T 800 Services and
associated  AT&T  ACCUNET  T1.5 Service  Access  Connections,  AT&T Primary Rate
Interface  Office  Functions  and AT&T  Terrestrial  1.544  Mbps  Local  Channel
Services provided under this Contract Tariff, the date on which the term of this
Contract  Tariff begins is referred to as the  Customer's  Initial  Service Date
(CISD).  For the AT&T SDN  Services  and  associated  AT&T  ACCUNET T1.5 Service
Access  Connections,  and AT&T  Terrestrial  1.544 Mbps Local  Channel  Services
provided under this Contract  Tariff,  the term is 18 months and the CISD is the
first day of the Customer's first full billing month under this Contract Tariff.
For the AT&T MEGACOM  Services and  associated  AT&T ACCUNET T1.5 Service Access
Connections and AT&T Terrestrial 1.544 Mbps Local Channel Services,  the term is
4 years and the CISD is the first day of the Customer's first full billing month
under this  Contract  Tariff.  For the AT&T 800  Services  and  associated  AT&T
ACCUNET T1.5 Service Access Connections,  the AT&T Primary Rate Interface Office
Functions and AT&T Terrestrial 1.544 Mbps Local Channel Services,  the term is 4
years and the CISD is the first day of the  Customer's  first full billing month
under this  Contract  Tariff.  No renewal  option is available for this Contract
Tariff.



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AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 4
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                     ** All material on this page is new. **

3.       Minimum Commitments/Charges

         A. Minimum Revenue Commitments - The Minimum Revenue Commitments (MRCS)
         for  the  AT&T  SDN  Services,   AT&T  MEGACOM  Service  including  the
         International  Calling  Capability  and the AT&T 800 Services  provided
         under this Contract  Tariff,  after the application of the Discounts as
         specified in Section 5., following,  have been applied, are as follows.
         The  Domestic/International  MRC will be satisfied by the usage charges
         for  the  AT&T  SDN  Services,   AT&T  MEGACOM  Service  including  the
         International  Calling  Capability  and the AT&T 800  Services.  Of the
         Domestic/International  MRC, a portion,  the International MRC, must be
         satisfied  by  usage  charges  for  the  combined  total  of  AT&T  800
         Service-Canada,  AT&T  MEGACOM  800  Service-Canada,  AT&T  MEGACOM 800
         Service- Mexico, AT&T MEGACOM 800 Service-Overseas,  AT&T 800 READYLINE
         Service-Canada,  AT&T 800 READYLINE Service-Mexico,  AT&T 800 READYLINE
         Service-Overseas,  AT&T 800 READYLINE  Service-Puerto Rico and the U.S.
         Virgin Islands,  AT&T MEGACOM Service International Calling Capability,
         AT&T SDN International Calling Capability and AT&T GSDN Service.

         1.       International MRC

                           Commitment Period      MRC
                           Each Month          $ 1,000,000

If in any month,  the Customer has failed to satisfy the  International  MRC the
Customer  will be billed a shortfall  charge equal to the  difference of the MRC
and the actual usage charges for that month for the  combined  total of AT&T 800
Service-Canada,    AT&T   MEGACOM   800   Service-Canada,   AT&T   MEGACOM   800
Service-Mexico,   AT&T  MEGACOM  800   Service-Overseas,   AT&T  800   READYLINE
Service-Canada,   AT&T  800   READYLINE   Service-Mexico,   AT&T  800  READYLINE
Service-Overseas,  AT&T 800 READYLINE  Service-Puerto  Rico and the U.S.  Virgin
Islands,  AT&T  MEGACOM  Service  International  Calling  Capability,  AT&T  SDN
International  Calling Capability and AT&T GSDN Service after the application of
all discounts as specified in Section 5., following.

         2. Domestic/International MRC

             Commitment Period                                           MRC
             Months 1-18                                             $90,000,000
             Months 19-24                                            $30,000,000
             Months 25-36                                            $60,000,000
             Months 37-48                                            $60,000,000

If, at the end of any Commitment  Period, the Customer has failed to satisfy the
Domestic/lnternational  MRC applicable for that Commitment  Period, the Customer
will  be  billed  a  shortfall  charge  equal  to  the  difference  between  the
Domestic/International  MRC for that  Commitment  Period  and the  actual  usage
charges,  for  that  Commitment  Period,  for the  combined  total  of AT&T  SDN
Services,  AT&T MEGACOM Service including the International  Calling  Capability
and the AT&T 800  Services  provided  under  this  Contract  Tariff,  after  the
application  of the Discounts as specified in Section 5.,  following,  including
any  shortfall  charge(s)  paid by the  Customer  pursuant  to  Section  3.A.1.,
preceding during the same months of such Commitment Period. The shortfall charge
shall be calculated  after the completion of each  Commitment  Period and billed
the following month.



<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 5
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new. **

4.  Contract  Price - AT&T  reserves the right to increase from time to time the
rates for the Services  Provided under this Contract  Tariff,  regardless of any
provisions in this Contract Tariff that would otherwise stabilize rates or limit
rate  increases,  as a result of charges imposed on AT&T stemming from an order,
rule or  regulation of the Federal  Communications  Commission or a court having
competent  jurisdiction  relating to compensation of payphone service providers.
If necessary,  revisions  will be filed in this  Contract  Tariff to reflect the
actual rates.

          A. AT&T SDN  Services - The  Contract  Price for the AT&T SDN Services
     provided  under  this  Contract  Tariff  is the  same  as the  undiscounted
     Recurring  and  Nonrecurring  Rates and  Charges  specified  in AT&T Tariff
     F.C.C. No. 1, as amended from time to time, except for those Usage Rates as
     specified in Section 7., following

          B. AT&T  MEGACOM  Service - The  Contract  Price for the AT&T  MEGACOM
     Service provided under this Contract Tariff is the same as the undiscounted
     Recurring  and  Nonrecurring  Rates and  Charges  specified  in AT&T Tariff
     F.C.C. No. 1, as amended from time to time, except for those Usage Rates as
     specified in Section 7.,  following,  which apply for AT&T MEGACOM  Service
     calls that originate at no more than 15 Customer  Switches,  and at no more
     than 2 Customer Premises (not a Customer Switch) designated by the Customer
     prior  to the  CISD.  A  Customer  Switch  is a  telecommunications  switch
     (including  all remote  switching  modules under common control of the same
     central  switch) with the  following  characteristics:  (a) it is owned and
     operated by the Customer or an Affiliate of the  Customer,  or by an entity
     in which the Customer or an  Affiliate  of the Customer  holds an ownership
     interest of at least 33%, or by an entity that holds an ownership  interest
     in Customer or  Affiliate  of the  Customer of at least 33%: (b) it is used
     for the  transmission of calls that are routed by a Local Exchange  Carrier
     to the  Customer  Switch  using  Feature  Group D  Access  or a  functional
     equivalent,  (c) it is capable of interconnecting  circuits or transferring
     calling between circuits; (d) it has a maximum capacity of at least 100,000
     access  lines and  16,000  trunk  lines;  (e) it is  predominantly  used to
     provide switched  telecommunications service on a Common Carrier basis; and
     (f)  it has  the  capability  to  provide  signaling  interfaces  at  CCITT
     standards  of  SS7  signaling.  Provided  the  Customer  Switch  meets  the
     foregoing  definition,  it is not necessary  that all calls routed  through
     Customer Switch satisfy characteristic (b).

          C. AT&T 800  Services - The  Contract  Price for the AT&T 800 Services
     provided  under  this  Contract  Tariff  is the  same  as the  undiscounted
     Recurring  and  Nonrecurring  Rates and  Charges  specified  in AT&T Tariff
     F.C.C.  Nos. 2 and 14, as amended from time to time, except for those Usage
     Rates as specified in Section 7., following.



<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 6
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new. **


4.       Contract Price (continued)

          D. AT&T ACCUNET T1.5 Service Access  Connections  and the AT&T Primary
     Rate  Interface - The  Contract  Price for the AT&T  ACCUNET  T1.5  Service
     Access  Connections and the AT&T Primary Rate Interface provided under this
     Contract Tariff is the same as the undiscounted  Recurring and Nonrecurring
     Rates and Charges  specified in AT&T Tariff  F.C.C.  No. 9, as amended from
     time to time, except for those Rates for the AT&T Primary Rate Interface as
     specified in Section 7., following.

          E. AT&T  Terrestrial  1.544 Mbps Local Channel Services - The Contract
     Price for the AT&T Terrestrial  1.544 Mbps Local Channel Services  provided
     under this Contract  Tariff is the same as the  undiscounted  Recurring and
     Nonrecurring  Rates and Charges  specified in AT&T Tariff F.C.C. No. 11, as
     amended from time to time.

5.       Discounts - The following discounts are the only discounts that apply
to the Services Provided under this Contract Tariff. No other discounts apply.

A. AT&T SDN Services

1.      Base Discounts - The Customer will receive the following discounts, each
month, in lieu of those specified for the SDN Term and Volume Plan (TVP) in AT&T
Tariff F.C.C.  No. 1. These  discounts will be applied in the same manner as the
SDN TVP as specified in AT&T Tariff F.C.C. No. 1, as amended from time to time.

                  For Gross Monthly
                  Domestic SDN Services
                  Usage on Amounts:             Discount
                  Between $0 up to $13,000,000      46.5%

No discount  will apply for any Gross  Monthly  Domestic SDN  Services  Usage in
excess of $13,000,000.

                  For Gross Monthly
                  International SDN Services
                  Usage on Amounts:             Discount
                  Between $0 up to $2,400,000       32.0%

No discount will apply for any Gross Monthly International SDN Services Usage in
excess of $2,400,000.

2.       Additional discounts - None.



<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 7
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                     ** All material on this page is new.**

5.       Discounts (continued)

         B.       AT&T MEGACOM Service

1.       Base Discounts

                  (a) The Customer will receive a 35.1% discount, each month, on
domestic AT&T MEGACOM Service usage.

                  (b) The Customer will receive one of the following  discounts,
each month, on all AT&T MEGACOM Service  International  Calling Capability usage
charges for that month,  based on the total Gross Monthly Usage Charges for AT&T
MEGACOM Service International Calling Capability, AT&T 800 Service- Canada, AT&T
MEGACOM 800 Service-Canada,  AT&T MEGACOM 800  Service-Mexico,  AT&T MEGACOM 800
Service-Overseas,   AT&T  800  READYLINE  Service-Canada,   AT&T  800  READYLINE
Service-Mexico,  AT&T 800  READYLINE  Service-Overseas,  AT&T SDN  International
Calling Capability, and AT&T GSDN Service.
                  Gross Monthly Usage Charges          Discount
                  At least $0 up to $1,500,000             5.0%
                  At least $1,500,000 up to $2,000,000     7.5%
                  At least $2,000,000 up to $3,000,000    10.0%

No  discount  will  apply to any  Gross  Monthly  Usage  Charges  in  excess  of
$3,000.00.

2.       Additional discounts - None.

         C.       AT&T 800 Services

1.      Base  Discounts - The Customer will receive the  following  discounts as
specified  below,  each  month,  in lieu of  those  specified  for the  Customer
Specific  Term Plan II (CSTP II) and the Revenue  Volume  Pricing Plan (RVPP) in
AT&T Tariff F.C.C.  No. 2. These discounts will be applied in the same manner as
the CSTP II as  specified in AT&T Tariff  F.C.C.  No. 2, as amended from time to
time.

         (a) The Customer  will  receive one of the  following  discounts,  each
month, on all AT&T 800 Services usage charges.

                  Gross  Monthly  AT&T  MEGACOM 800  Service-Domestic,  AT&T 800
                  READYLINE Service-Domestic, and AT&T 800 Service-Domestic
                  Usage Charges                                        Discount
                  At least $O up to $2,000,000                           0.0%
                  At least S2,000,000 up to $ 15,000,000                45.0%

No discount will apply to any Gross  Monthly AT&T MEGACOM 800  Service-Domestic,
AT&T 800 READYLINE  Service-Domestic and AT&T 800 Service-Domestic Usage Charges
in excess of $15,000,000.

2.       Additional Discounts - None.



<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 8
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                     ** All material on this page is new.**


6.       Classifications, Practices and Regulations

         A. Except as otherwise  provided in this Contract Tariff, the rates and
         regulations  that apply to the Services  Provided  specified in Section
         1., preceding, are as set forth in the AT&T tariffs that are referenced
         in Section 1.,  preceding,  as such  tariffs  are amended  from time to
         time.

         B.  Monitoring  Conditions  - The Customer  must satisfy the  following
         Service Requirements.  The Service Requirement in 6.B.1.(e),  6.B.1.(f)
         and 6.B.1.(g) will be monitored on each monthly anniversary of the CISD
         and the Monitoring  Period is the billing month  immediately  preceding
         each  monthly  anniversary  of the CISD.  The Service  Requirements  in
         6.B.1.(a), 6.B.1.(b), 6.B.1.(c) and 6.B.1.(d) will be monitored at each
         six-month anniversary of the CISD, and the Monitoring Period is the six
         billing months immediately  preceding each six month anniversary of the
         CISD.  The Service  Requirement  in 6.B.1.(h)  will be monitored at the
         six-month  anniversary of the CISD,  and the  Monitoring  Period is the
         first six months of the Contract Tariff term.

1.       AT&T SDN, AT&T MEGACOM and AT&T 800 Services

                  (a) At least 95% of the total  inbound and outbound  interLATA
services  obtained by the Customer and its Affiliates  from common carriers (not
including  Customer or its Affiliates) must be obtained by the Customer directly
from AT&T,  including  any future  inbound and outbound  interLATA  services the
Customer  obtains as a result of a merger or acquisition  for which the Customer
directly or indirectly  controls the choice of Interexchange  Carrier.  Services
under commitment to another  lnterexchange Carrier at the time of such merger or
acquisition  shall  not be  subject  to  this  provision  for  the  term of such
commitment, unless the  charges  the  Customer  would  incur to  terminate  such
commitment would be less than $10,000.

                  (b) No more  than 40% of the  Customer's  total  AT&T  MEGACOM
Service-International  Calling  Capability  minutes of use  provided  under this
Contract Tariff may terminate in Argentina.

                  (c) At  least  60%  of the  Customer's  AT&T  MEGACOM  Service
minutes  of use from  Customer  Switches  and  Customer  Premises  at which AT&T
MEGACOM Service is provided under this Contract Tariff must be interstate.



<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 9
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new.**


6.B.1. AT&T SDN, AT&T MEGACOM and AT&T 800 Services (continued)

                  (d) At least 50% of the Customer's  AT&T SDN Services  minutes
of use from Customer Switches and Customer Premises at which AT&T SDN Service is
provided under this Contract Tariff must be interstate.

                  (e) No more than 20% of the Customer's total  Instrastate AT&T
SDN Services  minutes of use from  Customer  Switches  and Customer  Premises at
which AT&T SDN Services are provided under this Contract Tariff may be generated
in any one state.

                  (f) No more than 13% of the Customer's  total  Intrastate AT&T
SDN Services  minutes of use from  Customer  Switches  and Customer  Premises at
which AT&T SDN Services are provided under this Contract  Tariff may be from the
following group of state:  Colorado,  Idaho,  Maine,  Minnesota,  Nebraska,  New
Mexico, North Dakota, Rhode Island, South Dakota, Utah and Vermont.

                  (g) At least 20% of the Customer's  total  Intrastate AT&T SDN
Services  minutes of use from Customer  Switches and Customer  Premises at which
AT&T SDN  Services  are  provided  under this  Contract  Tariff must be from the
following group of states: California, Illinois, Michigan, Massachusetts and New
Jersey.

                  (h) By the end of the sixth month of the Contract Tariff term,
the Customer must have placed  service  orders for the  installation  of service
under this Contract  Tariff at locations  not currently  served by AT&T that the
Customer  demonstrates  will generate monthly charges under this Contract Tariff
of at least $333,333.

If the Customer, during the Monitoring Period, has failed to satisfy the Service
Requirement in 6.B.1.(a),  the Customer will be billed an amount equal to 15% of
the  Customer's  total billed usage  charges for the AT&T SDN,  AT&T MEGACOM and
AT&T 800  Services,  after the  application  of the  Discounts  in  Section  5.,
preceding,  for that Monitoring  Period. If the Customer,  during the Monitoring
Period, has failed to satisfy the Service Requirement in 6.B.1.(b), the Customer
will be billed an amount  equal to $0.08 per minute for each  minute of such use
above the 40%. If the  Customer,  during the  Monitoring  Period,  has failed to
satisfy the Service  Requirement  in  6.B.1.(c),  the Customer will be billed an
amount equal to .351 multiplied by the total undiscounted usage charges for AT&T
MEGACOM  service for that Monitoring  Period in excess of the 60% threshold.  If
the  Customer,  during the  Monitoring  Period has failed to satisfy the Service
Requirement  in  6.B.1.(d),  the Customer will be billed an amount equal to .465
multiplied  by the total  undiscounted  usage  charges for AT&T SDN services for
that  Monitoring  Period in excess of the 50%  threshold.  If the  Customer  has
failed to satisfy the Service  Requirement  in 6.B.1(e) for any two  consecutive
Monitoring Periods, the Customer will be billed, for each state



<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 10
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new.**


6.B.1. AT&T SDN, AT&T MEGACOM and AT&T 800 Services (continued)

for which the 20% threshold is exceeded,  an amount equal to $0.20 multiplied by
the Customer's  total  Intrastate AT&T SDN Services minutes of use from Customer
Switches  and Customer  Premises at which AT&T SDN  Services are provided  under
this Contract Tariff generated in that state in excess of the 20% threshold.  If
the Customer has failed to satisfy the Service  Requirement in 6.B.1.(f) for any
two consecutive  Monitoring Periods, the Customer will be billed an amount equal
to $0.20 multiplied by the Customer's total Intrastate AT&T SDN Services minutes
of use from Customer  Switches and Customer  Premises at which AT&T SDN Services
are provided  under this Contract  Tariff from the specified  group of states in
excess of the 13%  threshold.  If the Customer has failed to satisfy the Service
Requirement  in  6.B.1.(g)  for  any two  consecutive  Monitoring  Periods,  the
Customer will be billed an amount equal to $0.20  multiplied  by the  Customer's
total  Intrastate  AT&T SDN Services  minutes of use from Customer  Switches and
Customer  Premises at which AT&T SDN Services are provided  under this  Contract
Tariff from the specified  group of states by which the Customer  failed to meet
the 20% minimum requirement.  In calculating any charges due for failure to meet
the Service Requirements 6.B.1.(e),  6.B.1.(f), and 6.B.1.(g), the Customer will
not be required to pay more than once for a failure to meet any one such Service
Requirement in a given  Monitoring  Period (i.e, if the Customer fails to meet a
Service Requirement for three consecutive  Monitoring Periods, the Customer will
be billed only once with respect to the failure to meet the Service  Requirement
in the second month). If the Customer,  during the Monitoring Period, has failed
to satisfy the Service  Requirement  in 6.B.1.(h),  the AT&T MEGACOM 800 Service
and AT&T 800  READYLINE  Service base  discount  pursuant to section  5.C.1.(a),
preceding,  for Gross  Monthly  AT&T MEGACOM 800  Service-Domestic  and AT&T 800
READYLINE  Service-Domestic  usage  on  amounts  of at  least  $2,000,000  up to
$15,000,000  will be decreased from 45% to 42% for the remainder of the Contract
Tariff  Term.  Any charge for amounts  billed under this section must be paid by
the Customer within 30 days.

C.       Promotions, Credits and Waivers

The  Customer  is  ineligible  for any  promotions,  credits or waivers  for the
Services  Provided under this Contract  Tariff,  which are filed or which may be
filed in the AT&T tariffs specified in Section 1., preceding.

The following credits and waivers will be applied to the Customer's bill for the
Services  Provided under this Contract Tariff. If the sum of all credits applied
in the final month of service under this Contract  Tariff  exceeds the amount of
the  Customer's  final  bill,  the  amount in  excess  will be  refunded  to the
Customer.  If at the end of the Contract  Tariff Term the Customer has not fully
used any or all of the waiver(s)  specified in this Section,  the residual value
of any such  waiver(s)  will be set to zero and will not be applied to any other
AT&T services.




<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 11
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new.**


6.C.     Promotions, Credits and Waivers (continued)

1.       AT&T MEGACOM Service and AT&T 800 Services

         (a) AT&T will  waive the  Nonrecurring  Installation  Charges  for AT&T
Primary Rate Interface (PRI) Office Functions; AT&T Terrestrial 1.544 Mbps Local
Channels,  associated AT&T ACCUNET T1.5 Service Access  Connections,  and Access
Coordination  Functions  (ACF).  Also,  AT&T will reimburse the Customer for any
other  vendor's   Nonrecurring   Charges  for  obtaining  access  comparable  to
Terrestrial  1.544 Mbps Local Channels (not to exceed charges  specified in AT&T
Tariff  F.C.C.  No. 11), and waive the  Nonrecurring  Charge for the ACF and the
AT&T Tariff F.C.C. No. 9 Access Connection Charge.  Such Local Channels and AT&T
PRI must: (1) be used with the AT&T MEGACOM  Service and/or the AT&T MEGACOM 800
Service-Domestic  provided  under  this  Contract  Tariff,  (2)  for  the  Local
Channels,  not be  connected to an Office  Function  (except for AT&T PRI Office
Functions).  If any of these Local Channels are connected to an Office Function,
AT&T will bill the Customer for the amount of the Installation  Charges that had
been waived  under this  section for each Local  Channel  connected to an Office
Function  (except for AT&T PRI Office  Functions).  The maximum amount of waived
Nonrecurring Installation Charges shall not exceed $200,000.

         (b) AT&T will  provide a monthly  credit in the amount of $200 per AT&T
PRI Office Function utilized by the Customer.  The maximum amount of the monthly
credit will be $10,000.

         (c) AT&T will waive the Service  Establishment  Charge, not to exceed a
total of $10,000  for the  Contract  Tariff  Term for the AT&T  MEGACOM  Service
provided   under  this   Contract   Tariff  and  AT&T  will  waive  the  Service
Establishment  Charges  for  new  AT&T  MEGACOM  800  Service-Domestic   Routing
Arrangements.

2.       AT&T MEGACOM Service

         (a) For the first  through  eighteenth  months  of the term,  AT&T will
apply a monthly  credit,  not to exceed  $250,000  per month,  equal to: (1) the
total  billed  usage  charges for AT&T  MEGACOM  Service  International  Calling
Capability which terminates in Mexico, after the application of the Discounts in
Section  5.B.,  preceding,  in the month for which the credit is to be  applied,
minus (2) $0.475  multiplied  by the  Customer's  total  minutes of use for AT&T
MEGACOM Service  International Calling Capability which terminates in Mexico for
that same month.



<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 12
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new.**


6.       Classifications, Practices and Regulations (continued)

D.       Discontinuance  -  In  lieu  of  any  Discontinuance  With  or  Without
Liability  provisions that are specified in AT&T Tariff F.C.C. Nos. 1 and 2, the
following provisions shall apply.

1.       The Customer may discontinue this Contract Tariff:

         (a) effective at the end of the 18th month following the CISD, provided
the Customer  provides at least 30 days prior written notice of  discontinuance;
is  current  in  payment  to AT&T for all  telecommunication  services;  and has
generated at least  $90,000,000 in usage charges,  after the  application of the
Discounts as specified in Section 5., preceding, for the AT&T SDN Services, AT&T
MEGACOM Service including the International  Calling Capability and the AT&T 800
Services  provided under this Contract Tariff (including at least $15,000,000 in
usage charges for the AT&T 800 Service-Canada,  AT&T MEGACOM 800 Service-Canada,
AT&T MEGACOM 800  Service-Mexico,  AT&T MEGACOM 800  Service-Overseas,  AT&T 800
READYLINE Service-Canada,  AT&T 800 READYLINE Service-Mexico, AT&T 800 READYLINE
Service-Overseas,  AT&T 800 READYLINE  Service-Puerto  Rico and the U.S.  Virgin
Islands,  AT&T  MEGACOM  Service  International  Calling  Capability,  AT&T  SDN
International  Calling  Capability,  and AT&T GSDN Service  provided  under this
Contract Tariff); or

         (b) prior to the 18th month  following the CISD,  provided the Customer
replaces the Services Provided under this Contract Tariff:

                  I. with service under a new AT&T Contract Tariff having all of
the following  characteristics:  (i) revenue  commitment(s)  equal to or greater
than an average of at least  $5,600,000  per month;  (ii) a new term of at least
the  difference  between 18 months and the number of months the  Customer was in
this Contract Tariff; and (iii) having the same Service Requirement as specified
in Section 6.B.1.(a), preceding, or

                  II. with  service  under a new  contract  entered into between
AT&T and the Customer for the provision of telecommunications service by AT&T to
the  Customer  having  all  of  the  following   characteristics:   (i)  revenue
commitment(s)  equal to or greater  than an average of at least  $5,600,000  per
month;  (ii) a new term of at least the  difference  between  18 months  and the
number of months the Customer was in this Contract Tariff;  and (iii) having the
same Service Requirement as specified in Section 6.B.1.(a), preceding.

If the  Customer  discontinues  this  Contract  Tariff  pursuant to this Section
6.D.1.(b),  the Customer  will also be billed an amount equal to the  difference
between:   (i)  the  MRC  for  the  Commitment  Period  in  which  the  Customer
discontinues divided by the number of months in the Commitment Period, times the
number of months the Customer  was in this  Contract  Tariff for the  Commitment
Period and (ii) the actual usage charges, after the application of the Discounts
as specified in Section 5.,  preceding,  incurred in that Commitment  Period for
the AT&T SDN Services,  AT&T MEGACOM Service including the International Calling
Capability  and the AT&T 800 Services,  provided the amount in (ii) is less than
the amount in (i).



<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 13
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new.**


6.D.     Discontinuance (continued)

If the  Customer  discontinues  this  Contract  Tariff for any reason other than
specified  above,   prior  to  the  expiration  of  the  Contract  Tariff  Term,
Termination  Charges  will  apply.  The  Termination  Charge  for the  AT&T  SDN
Services,  AT&T MEGACOM Service including the International  Calling  Capability
and the  AT&T 800  Services  will be an  amount  equal  to:  (1) the MRC for the
Commitment  Period in which the  Customer  discontinues  minus the actual  usage
charges,  after the  application  of the  Discounts  as specified in Section 5.,
preceding,  incurred in that Commitment  Period for the AT&T SDN Services,  AT&T
MEGACOM Service including the International  Calling Capability and the AT&T 800
Services,  provided  the actual  usage  charges,  are less than the MRC for that
Commitment  Period  and (2)  100% of the MRCs  for  each  remaining  year of the
Contract Tariff Term.

E.       Other Requirements

1. Use of  Services  Provided  for  Resale  or  Shared  Use - When the  Services
Provided  under this  Contract  Tariff are resold or shared,  the  Customer  may
advise its User that a portion of the  Customer's  service is  provided by AT&T.
However,  the  Customer  shall  not  publish  or  use  any  advertising,   sales
promotions, press releases or other publicity matters which use AT&T's corporate
or trade names, logos, trademarks,  service marks, trade dress, or other symbols
that serve to identify and  distinguish  AT&T from its competitors (or which use
confusingly similar corporate or trade names, logos, trademarks,  service marks,
trade dress or other symbols),  and the Customer may not conduct  business under
AT&T's corporate or trade names, logos, trademarks,  service marks, trade dress,
or  other  symbols  that  serve  to  identify  and  distinguish  AT&T  from  its
competitors (or under any confusingly  similar corporate or trade names,  logos,
trademarks,  service marks, trade dress or other symbols), except to the limited
extent as is permissible under contract or applicable law.

If AT&T finds that the Customer,  in connection  with its resale of the Services
Provided under this Contract  Tariff,  is using AT&T's corporate or trade names,
logos,  trademarks,  service  marks,  trade dress or other symbols that serve to
identify and distinguish  AT&T from its  competitors,  in a manner  inconsistent
with the provisions  specified above,  AT&T shall provide  reasonable  notice of
such  inconsistent  use to the Customer.  If the Customer fails,  within 30 days
after the receipt of such notice, to substantiate to AT&T that such inconsistent
use has ended or has been  corrected,  the  Discounts  specified  in Section 5.,
preceding,  will not apply until such time as the  inconsistent use has ended or
has been  corrected  and  substantiated  to AT&T.  Any  such  suspension  of the
Discounts  specified  in Section 5.,  preceding,  shall not relieve the Customer
from its  obligations  to comply  with any other  conditions  contained  in this
Contract  Tariff,  including the Minimum Revenue  Commitments.  If it is finally
determined  by  adjudication  (or,  if  agreed  by  AT&T  and the  Customer,  by
arbitration)  that AT&T's initial finding of an  inconsistent  use was in error,
then the Customer  shall  receive a credit equal to the amount of the  discounts
that were not applied as a result of AT&T's initial finding,  and AT&T's initial
finding will have no further effect.



<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 14
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new.**


6.E.1.   Use of Services Provided for Resale or Shared Use (continued)

The Customer shall take such steps as are reasonably  possible to ensure that no
other Carrier to which the Customer directly or indirectly  resells the Services
Provided under this Contract Tariff,  takes any action that, if done directly by
Customer, would violate this Section 6.E.1., and if such other Carrier does take
such action,  the Customer shall take such steps as are  reasonably  possible to
cause the  inconsistent  use by such other Carrier to be ended or corrected,  to
AT&T's reasonable satisfaction.

If AT&T finds that the  Customer  has failed to take such  action as is required
pursuant to the preceding  paragraph,  AT&T shall provide  reasonable  notice of
such failure to the Customer.  If the Customer  fails,  within 30 days after the
receipt of such notice, to substantiate to AT&T that the inconsistent use by the
other  Carrier has ended or has been  corrected  or the  Customer  has taken the
steps required under the preceding paragraph. The Discounts specified in Section
5.,  preceding,  will not apply,  with  respect to the  billing  partition  that
includes such other Carrier,  until such time as the Customer has  substantiated
to AT&T  that it has  taken  the  required  steps.  Any such  suspension  of the
Discounts  specified  in Section 5.,  preceding,  shall not relieve the Customer
from its  obligations  to comply  with any other  conditions  contained  in this
Contract  Tariff,  including the Minimum Revenue  Commitments.  If it is finally
determined  by  adjudication  (or,  if  agreed  by  AT&T  and the  Customer,  by
arbitration)  that  AT&T's  initial  finding  of a failure by  Customer  to take
required  steps was in error,  then the Customer shall receive a credit equal to
the amount of the discounts  that were not applied as a result of AT&T's initial
finding, and AT&T's initial finding will have no further effect.

2.       The Vertical Features of AT&T Tariff F.C.C. No. 2, Section 3.3.2.L. are
not available for use with the Services Provided under this Contract Tariff when
an entity other than AT&T is the Resp Org.

3.       Beginning  February 1, 1997, the bills for the Services  Provided under
this  Contract  Tariff will be sent to one Customer  Premises  designated by the
Customer.



<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 15
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new.**


6.       Classifications, Practices and Regulations (continued)

F. Availability - This Contract Tariff was developed pursuant to a contract with
an Interexchange  Carrier Customer who: (1) will order this Contract Tariff only
once,  either by the  Customer or any  Affiliate of the  Customer,  which is any
entity that owns a  controlling  interest in either the Customer or an Affiliate
of the  Customer,  or any  entity in which a  controlling  interest  is owned by
either the  Customer or an  Affiliate  of the  Customer;  (2) as of the time the
Customer orders service, has obtained required operating authority in the states
in which it conducts  business and files  tariffs,  when  required by law,  with
state and federal  authorities;  (3) as of the time the Customer orders service,
has been assigned its own Carrier Identification Code by the code administrator,
which  code is used  by one or more  Local  Exchange  Carriers  to  route  calls
originated  by an end user on a 1+ basis to each  Customer  Switch as defined in
Section 4.B.,  preceding;  (4) has incurred at least $10,000,000 in AT&T Private
Line Services,  applicable to Contract Tariffs, during the 12-months immediately
preceding the date the Customer orders this Contract Tariff; (5) has incurred at
least  $55,000,000  in AT&T SDN Services and AT&T 800  Services,  applicable  to
Contract  Tariffs,  during  the  12-months  immediately  preceding  the date the
Customer  orders this  Contract  Tariff;  and (6)  provides  service as a Common
Carrier to at least 300,000 locations.  This Contract Tariff is available to any
similarly  situated  Customer  who  orders  service  within  30 days  after  the
effective date of this Contract Tariff for initial  installation of the Services
Provided under this Contract Tariff within 30 days after the date ordered.

G. Abuse of the  Services -  Willfully  using the  Services  to carry calls that
originate on the network of a facilities-based  Interexchange carrier other than
AT&T  or  the  Customer  or  an   Affiliate   of  the  Customer  and   terminate
disproportionately to locations for which the incumbent Local Exchange Carrier's
rate  for  terminating   switched  access  is  higher  than  $0.049  per  minute
constitutes abuse of service. In the event that AT&T believes in good faith that
such  abuse is  occurring,  AT&T will  provide  written  notice of such abuse to
Customer,  including  as much  detail  as is  reasonably  sufficient  to  enable
Customer to investigate the matter.  If, within five (5) business days after its
receipt  of  such  notice,  the  abuse  has  not  ended,  or  Customer  has  not
demonstrated  to AT&T's  reasonable  satisfaction  that the abuse is not in fact
occurring, AT&T may terminate,  restrict, or suspend Service to the location(s),
and only the location(s) at which such abuse is occurring.  This section applies
in addition to any other  provision  of the  tariffs  referenced  in Section 1.,
preceding, that may apply with respect to abuse of service.



<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 16
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new.**

7.       Rates

A.       Domestic Interstate AT&T SDN Service

1. The following AT&T SDN Rates apply  throughout the 18 month AT&T SDN Services
Contract Tariff Term.

         (a)      SDN Rate Schedules A and A-PV
<TABLE>
<CAPTION>

                                      Rates

                  Initial 18 Seconds                 Each Additional 6 seconds
                      or Fraction                    of Fraction

All Mileage     Day        Evening         Night     Day        Evening         Night
-----------     ---        -------         -----     ---        -------         -----
<S>             <C>        <C>             <C>       <C>        <C>             <C>    
Rate Bands      $0.0522    $0.0522         $0.0522   $0.0174    $0.0174         $0.0174
</TABLE>

      (b)  SDN Rate Schedules B(a) and B-PV(a)

<TABLE>
<CAPTION>
                                      Rates

                Initial 18 Seconds                   Each Additional 6 seconds
                    or Fraction                               of Fraction

All Mileage     Day        Evening         Night     Day        Evening         Night
-----------     ---        -------         -----     ---        -------         -----
<S>             <C>        <C>             <C>       <C>        <C>             <C>    
Rate Bands      $0.0381    $0.0381         $0.0381   $0.0127    $0.0127         $0.0127
</TABLE>

      (c)  SDN Rate Schedules C(a), C(b) and C-PV

<TABLE>
<CAPTION>
                                               Rates

                      Initial 18 Seconds             Each Additional 6 seconds
                          or Fraction                         of Fraction

All Mileage     Day        Evening         Night     Day        Evening         Night
-----------     ---        -------         -----     ---        -------         -----
<S>             <C>        <C>             <C>       <C>        <C>             <C>    
Rate Bands      $0.0240    $0.0240         $0.0240   $0.0080    $0.0080         $0.0080
</TABLE>

2.  International  Calling  Capacity - Following are the AT&T SDN  International
Calling  Capability Usage Rates to the Countries listed below,  applicable under
this Contract Tariff. These rates are stabilized for the Contract Tariff Term.

(a) U.S.  Mainland Usage Rates - The following  schedules are used to rate calls
between stations in the U.S. Mainland and stations in the country/area specified
below. Rates apply for all days of the week including holidays. Unless otherwise
specified,  the Initial Period (IP) is 18 seconds, or fraction thereof,  and the
Additional Period (AP) is 6 seconds, or fraction thereof.



<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 17
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new.**

7.A.2(a)   U.S. Mainland Usage Rates (continued)

I.  Canada Rate  Schedule - This  schedule  applies to  Customer  Dialed call to
stations in Canada.

                                    RATES
                        PEAK                OFF-PEAK
                        8AM-6PM             6PM-8AM
                Initial    Each Add'l    Initial     Each Add'l
               18 Seconds  6 Seconds    18 Seconds   6 Seconds
Rate Mileage  or Fraction  or Fraction  or Fraction  or Fraction
------------  -----------  -----------  -----------  -----------

      1-18        $0.0795     $0.0265      $0.0795     $0.0265
     19-80        $0.0795     $0.0265      $0.0795     $0.0265
    81-140        $0.0795     $0.0265      $0.0795     $0.0265
   141-220        $0.0795     $0.0265      $0.0795     $0.0265
   221-345        $0.0795     $0.0265      $0.0795     $0.0265
   346-630        $0.0795     $0.0265      $0.0795     $0.0265
  631-1200        $0.0795     $0.0265      $0.0795     $0.0265
 1201-1610        $0.0795     $0.0265      $0.0795     $0.0265
 1611-4000        $0.0795     $0.0265      $0.0795     $0.0265

B.  Domestic Interstate AT&T MEGACOM Service

         1. The  following  AT&T MEGACOM  Services  rates apply for AT&T MEGACOM
Services calls that originate at no more than 15 Customer  Switches,  as defined
in Section 4.B., preceding.

                                      Rates

                       Initial 18 Seconds        Each Additional 6 Seconds
                          or Fraction                      or Fraction

All Mileage          Day     Evening  Night        Day     Evening   Night
Rate Bands         $0.0231   $0.0231  $0.0231    $0.0077   $0.0077   $0.0077

2. The following  AT&T MEGACOM  Services  rates apply for AT&T MEGACOM  Services
calls that  originate at no more than 2 Customer  Premises that are not Customer
Switches and are designated by the Customer prior to the CISD.

                                      Rates

                   Initial 18 Seconds            Each Additional 6 Seconds
                      or Fraction                        or Fraction

All Mileage         Day    Evening  Night     Day    Evening  Night
Rate Bands        $0.0267  $0.0267  $0.0267          $0.0089  $0.0089  $0.0089



<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 18
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new.**

7.       Rates (continued)

C.       AT&T MEGACOM Service - International Usage Rates

1. U.S.  Mainland Usage Rates - This schedule  applies to Customer  dialed calls
between stations in the U.S. Mainland and stations in the country/area specified
below, in lieu of the rates specified in Section  6.5.4.E.3.(a),  (b)III and (c)
of AT&T Tariff F.C.C. No. 1.

(a)  Canada Rate Schedule
<TABLE>
<CAPTION>

                                      RATES

                       DAY RATE                EVENING RATE                NIGHT RATE
                       Mon-Fri                Mon-Fri/Sat-Sun               Mon-Sun
                       8AM-6PM             6PM-12Mid/8AM-12Mid             12Mid-8AM
                Initial    Each Add'l      Initial     Each Add'l      Initial    Each Add'l
                -------    ----------      -------     ----------      -------    ----------
<S>           <C>         <C>            <C>         <C>              <C>        <C>    
Rate          18 Secs.    6 Secs.        18 Secs.    6 Secs.          18 Secs.   6 Secs.

Mileage      or Frac't  or Frac't       or Frac't   or Frac't         or Frac't  or Frac't
-------      ---------  ---------       ---------   ---------         ---------  ---------

0-4000        $0.0379    $0.0126       $0.0379       $0.0126          $0.0379     $0.0126
</TABLE>

(b) Mexico Rate Schedules - These  schedules  apply to Customer  dialed calls to
stations in Mexico from the U.S. Mainland.

Distance  Measurement  - Rates  for  calls  between  the U.S.  Mainland  and the
international  boundary are based on the distance in airline mileage between the
V&H  coordinates  of an AT&T  Central  Office and a point of  connection  at the
U.S.-Mexico international boundary.

I. The  following  rates for calls  between the U.S.  Mainland  and the point of
connection  at the  international  boundary  apply  for  all  days  of the  week
including holidays.
<TABLE>
<CAPTION>

                                Standard                        Economy
                                --------                        -------
                     Mon-Fri           Sat/Sun        Mon-Fri             Sat/Sun
                     7:00AM-7:00PM     5PM-Mid        7:00 PM-7:00AM      All day and
                                                                          Mid-5PM
                     Initial           Each Add'l     Initial             Each Add'l
                     Period            6 Seconds      Period              6 Seconds
                     ------            ---------      ------              ---------

Rate Mileage         18 seconds        or Fraction    18 seconds          or Fraction
------------         ----------        -----------    ----------          -----------
<C>                  <C>               <C>            <C>                 <C>    
    0-10             $0.0258           $0.0086        $0.0219             $0.0073
   11-22             $0.0342           $0.0114        $0.0291             $0.0097
   23-55             $0.0426           $0.0142        $0.0354             $0.0118
  56-124             $0.0510           $0.0170        $0.0420             $0.0140
 125-292             $0.0594           $0.0198        $0.0486             $0.0162
 293-430             $0.0678           $0.0226        $0.0549             $0.0183
 431-925             $0.0768           $0.0256        $0.0612             $0.0204
926-3000             $0.0846           $0.0282        $0.0669             $0.0223
</TABLE>

II. The rates for calls  between the point of  connection  at the  international
boundary  and Mexico  are as  specified  in AT&T  F.C.C.  Tariff No. 1,  Section
3.2.4.L.5.


<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 19
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new. **

7.C.1  AT&T MEGACOM Service - International Usage Rates (continued)

                  (c) All Other  Countries - The length of each  Initial  Period
                  will be 18 seconds  and the length of each  Additional  Period
                  will be 6 seconds or fraction thereof. Standard,  Discount and
                  Economy Rate Periods are as specified in Section 6.5.4.E.3.(c)
                  of AT&T Tariff F.C.C. No.
                  1.

<TABLE>
<CAPTION>

                                                  INITIAL PERIOD                                ADDITIONAL PERIOD
                                                  --------------                                -----------------
COUNTRIES                              STANDARD       DISCOUNT        ECONOMY         STANDARD       DISCOUNT        ECONOMY
---------                              --------       --------        -------         --------       --------        -------

<S>                                    <C>             <C>            <C>             <C>            <C>             <C>    
ALBANIA, SOCIALIST                     $0.3795         $0.3795        $0.3795         $0.1265        $0.1265         $0.1265
REPUBLIC OF ALGERIA                    $0.2895         $0.2895        $0.2895         $0.0965        $0.0965         $0.0965
AMERICAN SAMOA                         $0.2430         $0.2430        $0.2430         $0.0810        $0.0810         $0.0810
ANDORRA                                $0.1485         $0.1485        $0.1485         $0.0495        $0.0495         $0.0495
ANGOLA                                 $0.4050         $0.4050        $0.4050         $0.1350        $0.1350         $0.1350
ANGUILLA                               $0.1890         $0.1890        $0.1890         $0.0630        $0.0630         $0.0630
ANTARCTICA (CASEY)                     $0.3750         $0.3750        $0.3750         $0.1250        $0.1250         $0.1250
ANTARCTICA (SCOTT)                     $0.4590         $0.4590        $0.4590         $0.1530        $0.1530         $0.1530
ANTIGUA (Barbuda)                      $0.1860         $0.1860        $0.1860         $0.0620        $0.0620         $0.0620
ARGENTINA                              $0.2432         $0.2432        $0.2432         $0.0811        $0.0811         $0.0811
ARMENIA                                $0.3069         $0.3069        $0.3069         $0.1023        $0.0123         $0.0123
ARUBA                                  $0.1788         $0.1788        $0.1788         $0.0596        $0.0596         $0.0596
ASCENSION ISLAND                       $0.4042         $0.4042        $0.4042         $0.1347        $0.1347         $0.1347
AUSTRALIA                              $0.0789         $0.0789        $0.0789         $0.0263        $0.0263         $0.0263
AUSTRIA                                $0.1579         $0.1579        $0.1579         $0.0526        $0.0526         $0.0526
AZERBAIJAN                             $0.4050         $0.4050        $0.4050         $0.1350        $0.1350         $0.1350
BAHAMAS                                $0.0879         $0.0879        $0.0879         $0.0293        $0.0293         $0.0293
BAHRAIN                                $0.2656         $0.2656        $0.2656         $0.0885        $0.0885         $0.0885
BANGLADESH,                            $0.3885         $0.3885        $0.3885         $0.1295        $0.1295         $0.1295
PEOPLE'S REPUBLIC OF
BARBADOS                               $0.1583         $0.1583        $0.1583         $0.0528        $0.0528         $0.0528
BELARUS                                $0.3054         $0.3054        $0.3054         $0.1018        $0.1018         $0.1018
BELGIUM                                $0.1232         $0.1232        $0.1232         $0.0411        $0.0411         $0.0411
BELIZE                                 $0.2490         $0.2490        $0.2490         $0.0830        $0.0830         $0.0830
BENIN, PEOPLE'S                        $0.2679         $0.2679        $0.2679         $0.0893        $0.0893         $0.0893
REPUBLIC OF
BERMUDA                                $0.1358         $0.1358        $0.1358         $0.0453        $0.0453         $0.0453
BHUTAN                                 $0.8550         $0.8550        $0.8550         $0.2850        $0.2850         $0.2850
BOLIVIA                                $0.2530         $0.2530        $0.2530         $0.0843        $0.0843         $0.0843
BOSNIA-HERCEGOVINA                     $0.2839         $0.2839        $0.2839         $0.0946        $0.0946         $0.0946
BOTSWANA                               $0.2396         $0.2396        $0.2396         $0.0799        $0.0799         $0.0799
</TABLE>

<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 20
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                     ** All material on this page is new. **

7.C.1.(c)   All Other Countries (continued)
<TABLE>
<CAPTION>

                                          INITIAL PERIOD                               ADDITIONAL PERIOD
                                          --------------                               -----------------
COUNTRIES                    STANDARD       DISCOUNT        ECONOMY        STANDARD        DISCOUNT        ECONOMY
---------                    --------       --------        -------        --------        --------        -------
<S>                          <C>            <C>             <C>            <C>            <C>             <C>    
BRAZIL                       $0.1421         $0.1421        $0.1421        $0.0474         $0.0474         $0.0474
BRITISH VIRGIN               $0.1847         $0.1847        $0.1847        $0.0616         $0.0616         $0.0616
ISLANDS
BRUNEI                       $0.3914         $0.3914        $0.3914        $0.1305         $0.1305         $0.1305
BULGARIA                     $0.2430         $0.2430        $0.2430        $0.0810         $0.0810         $0.0810
BURKINA FASO                 $0.1916         $0.1916        $0.1916        $0.0639         $0.0639         $0.0639
BURMA                        $1.0050         $1.0050        $1.0050        $0.3350         $0.3350         $0.3350
BURUNDI                      $0.8609         $0.8609        $0.8609        $0.2870         $0.2870         $0.2870
CAMBODIA                     $0.5826         $0.5826        $0.5826        $0.1942         $0.1942         $0.1942
CAMEROON,                    $0.3467         $0.3467        $0.3467        $0.1156         $0.1156         $0.1156
UNITED
REPUBLIC OF
CAPE VERDE                   $0.4005         $0.4005        $0.4005        $0.1335         $0.1335         $0.1335
ISLANDS
CAYMAN                       $0.1640         $0.1640        $0.1640        $0.0547         $0.0547         $0.0547
ISLANDS
CENTRAL                      $0.6360         $0.6360        $0.6360        $0.2120         $0.2120         $0.2120
AFRICAN
REPUBLIC
CHAD REPUBLIC                $1.0710         $1.0710        $1.0710        $0.3570         $0.3570         $0.3570
CHILE                        $0.1215         $0.1215        $0.1215        $0.0405         $0.0405         $0.0405
CHINA,                       $0.3379         $0.3379        $0.3379        $0.1126         $0.1126         $0.1126
PEOPLE'S
REPUBLIC OF
CHRISTMAS &                  $0.3750         $0.3750        $0.3750        $0.1250         $0.1250         $0.1250
COCOS ISLANDS
COLOMBIA                     $0.2148         $0.2148        $0.2148        $0.0716         $0.0716         $0.0716
COMOROS,                     $0.6647         $0.6647        $0.6647        $0.2216         $0.2216         $0.2216
FEDERAL & ISLAMIC
REPUBLIC OF
CONGO,                       $0.3224         $0.3224        $0.3224        $0.1075         $0.1075         $0.1075
REPUBLIC OF
COOK ISLANDS                 $0.7078         $0.7078        $0.7078        $0.2359         $0.2359         $0.2359
COSTA RICA                   $0.1832         $0.1832        $0.1832        $0.0611         $0.0611         $0.0611
CROATIA                      $0.2180         $0.2180        $0.2180        $0.0727         $0.0727         $0.0727
CUBA                         $0.2976         $0.2976        $0.2976        $0.0992         $0.0992         $0.0992
CYPRUS                       $0.2180         $0.2180        $0.2180        $0.0727         $0.0727         $0.0727
CZECH                        $0.2180         $0.2180        $0.2180        $0.0727         $0.0727         $0.0727
REPUBLIC
DENMARK                      $0.1579         $0.1579        $0.1579        $0.0526         $0.0526         $0.0526
DIEGO GARCIA                 $0.4378         $0.4378        $0.4378        $0.1459         $0.1459         $0.1459
DJIBOUTI,                    $0.4569         $0.4569        $0.4569        $0.1523         $0.1523         $0.1523
REPUBLIC OF
DOMINICA                     $0.1971         $0.1971        $0.1971        $0.0657         $0.0657         $0.0657
DOMINICAN                    $0.1170         $0.1170        $0.1170        $0.0390         $0.0390         $0.0390
REPUBLIC
ECUADOR                      $0.2492         $0.2492        $0.2492        $0.0831         $0.0831         $0.0831

</TABLE>

<PAGE>

AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 21
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                     ** All material on this page is new. **

7.C.1  All Other Countries (continued)

<TABLE>
<CAPTION>

                                            INITIAL PERIOD                               ADDITIONAL PERIOD
                                            --------------                               -----------------
COUNTRIES                      STANDARD       DISCOUNT        ECONOMY        STANDARD        DISCOUNT        ECONOMY
---------                      --------       --------        -------        --------        --------        -------
<S>                             <C>            <C>             <C>            <C>            <C>             <C>    

EGYPT, ARAB                      $0.2767       $0.2767       $0.2767       $0.0922       $0.0922       $0.0922
REPUBLIC OF
EL SALVADOR                      $0.2235       $0.2235       $0.2235       $0.0745       $0.0745       $0.0745
EQUATORIAL                       $0.6338       $0.6338       $0.6338       $0.2113       $0.2113       $0.2113
GUINEA, REPUBLIC
OF
ERITREA                          $0.4389       $0.4389       $0.4389       $0.1463       $0.1463       $0.1463
ESTONIA                          $0.3047       $0.3047       $0.3047       $0.1016       $0.1016       $0.1016
ETHIOPIA                         $0.3887       $0.3887       $0.3887       $0.1296       $0.1296       $0.1296
FAEROE ISLANDS                   $0.1792       $0.1792       $0.1792       $0.0597       $0.0597       $0.0597
FALKLAND ISLANDS                 $0.5022       $0.5022       $0.5022       $0.1674       $0.1674       $0.1674
FEDERATED STATES                 $0.3847       $0.3847       $0.3847       $0.1282       $0.1282       $0.1282
OF MICRONESIA
FIJI ISLANDS                     $0.3783       $0.3783       $0.3783       $0.1261       $0.1261       $0.1261
FINLAND                          $0.1211       $0.1211       $0.1211       $0.0404       $0.0404       $0.0404
FRANCE                           $0.0632       $0.0632       $0.0632       $0.0211       $0.0211       $0.0211
FRENCH ANTILLES                  $0.2175       $0.2175       $0.2175       $0.0725       $0.0725       $0.0725
FRENCH GUIANA                    $0.2386       $0.2386       $0.2386       $0.0795       $0.0795       $0.0795
FRENCH POLYNESIA                 $0.4040       $0.4040       $0.4040       $0.1347       $0.1347       $0.1347
GABON REPUBLIC                   $0.2526       $0.2526       $0.2526       $0.0842       $0.0842       $0.0842
GAMBIA                           $0.2482       $0.2482       $0.2482       $0.0827       $0.0827       $0.0827
GEORGIA                          $0.5100       $0.5100       $0.5100       $0.1700       $0.1700       $0.1700
GERMANY, FEDERAL                 $0.0632       $0.0632       $0.0632       $0.0211       $0.0211       $0.0211
REPUBLIC OF
GHANA                            $0.2718       $0.2718       $0.2718       $0.0906       $0.0906       $0.0906
GIBRALTAR                        $0.2386       $0.2386       $0.2386       $0.0795       $0.0795       $0.0795
GREECE                           $0.2053       $0.2053       $0.2053       $0.0684       $0.0684       $0.0684
GREENLAND                        $0.2087       $0.2087       $0.2087       $0.0696       $0.0696       $0.0696
GRENADA                          $0.2037       $0.2037       $0.2037       $0.0679       $0.0679       $0.0679
GUADELOUPE                       $0.2961       $0.2961       $0.2961       $0.0987       $0.0987       $0.0987
GUAM                             $0.1976       $0.1976       $0.1976       $0.0659       $0.0659       $0.0659
GUANTANAMO                       $0.2121       $0.2121       $0.2121       $0.0707       $0.0707       $0.0707
GUATEMALA                        $0.2136       $0.2136       $0.2136       $0.0712       $0.0712       $0.0712
GUINEA BISSAU                    $0.5976       $0.5976       $0.5976       $0.1992       $0.1992       $0.1992
GUINEA, PEOPLE'S                 $0.3981       $0.3981       $0.3981       $0.1327       $0.1327       $0.1327
REVOLUTIONARY
REPUBLIC
GUYANA                           $0.3030       $0.3030       $0.3030       $0.1010       $0.1010       $0.1010
HAITI                            $0.2251       $0.2251       $0.2251       $0.0750       $0.0750       $0.0750
HONDURAS                         $0.2716       $0.2716       $0.2716       $0.0905       $0.0905       $0.0905
</TABLE>




<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 22
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                     ** All material on this page is new. **

7.C.1(c)  All Other Countries (continued)

<TABLE>
<CAPTION>

                                          INITIAL PERIOD                               ADDITIONAL PERIOD
                                          --------------                               -----------------
COUNTRIES                    STANDARD       DISCOUNT        ECONOMY        STANDARD        DISCOUNT        ECONOMY
---------                    --------       --------        -------        --------        --------        -------
<S>                          <C>            <C>             <C>            <C>            <C>             <C>    
HONG KONG                    $0.1283         $0.1283        $0.1283         $0.0428        $0.0428         $0.0428
HUNGARY                      $0.2180         $0.2180        $0.2180         $0.0727        $0.0727         $0.0727
ICELAND                      $0.2507         $0.2507        $0.2507         $0.0836        $0.0836         $0.0836
INDIA                        $0.2905         $0.2905        $0.2905         $0.0968        $0.0968         $0.0968
INDONESIA                    $0.3388         $0.3388        $0.3388         $0.1129        $0.1129         $0.1129
IRAN                         $0.2866         $0.2866        $0.2866         $0.0955        $0.0955         $0.0955
IRAQ                         $0.4955         $0.4955        $0.4955         $0.1652        $0.1652         $0.1652
IRELAND                      $0.1225         $0.1225        $0.1225         $0.0408        $0.0408         $0.0408
ISRAEL                       $0.2433         $0.2433        $0.2433         $0.0811        $0.0811         $0.0811
ITALY                        $0.1263         $0.1263        $0.1263         $0.0421        $0.0421         $0.0421
IVORY COAST                  $0.3628         $0.3628        $0.3628         $0.1209        $0.1209         $0.1209
JAMAICA                      $0.2069         $0.2069        $0.2069         $0.0690        $0.0690         $0.0690
JAPAN                        $0.0915         $0.0915        $0.0915         $0.0305        $0.0305         $0.0305
JORDAN                       $0.2526         $0.2526        $0.2526         $0.0842        $0.0842         $0.0842
KAZAKHSTAN                   $0.5069         $0.5069        $0.5069         $0.1690        $0.1690         $0.1690
KENYA                        $0.2494         $0.2494        $0.2494         $0.0831        $0.0831         $0.0831
KIRIBATI                     $0.8058         $0.8058        $0.8058         $0.2686        $0.2686         $0.2686
KOREA, PEOP DEM              $0.3069         $0.3069        $0.3069         $0.1023        $0.1023         $0.1023
REP
KOREA, REPUBLIC OF           $0.1688         $0.1688        $0.1688         $0.0563        $0.0563         $0.0563
KUWAIT                       $0.2818         $0.2818        $0.2818         $0.0939        $0.0939         $0.0939
KYRGYZSTAN                   $0.5285         $0.5285        $0.5285         $0.1762        $0.1762         $0.1762
LAOS                         $0.8230         $0.8230        $0.8230         $0.2743        $0.2743         $0.2743
LATVIA                       $0.2985         $0.2985        $0.2985         $0.0995        $0.0995         $0.0995
LEBANON                      $0.4143         $0.4143        $0.4143         $0.1381        $0.1381         $0.1381
LESOTHO                      $0.2977         $0.2977        $0.2977         $0.0992        $0.0992         $0.0992
LIBERIA                      $0.1860         $0.1860        $0.1860         $0.0620        $0.0620         $0.0620
LIBYAN A P S J               $0.3041         $0.3041        $0.3041         $0.1014        $0.1014         $0.1014
LIECHTENSTEIN                $0.2022         $0.2022        $0.2022         $0.0674        $0.0674         $0.0674
LITHUANIA                    $0.3050         $0.3050        $0.3050         $0.1017        $0.1017         $0.1017
LUXEMBOURG                   $0.1832         $0.1832        $0.1832         $0.0611        $0.0611         $0.0611
MACAO                        $0.4232         $0.4232        $0.4232         $0.1411        $0.1411         $0.1411
MACEDONIA                    $0.2431         $0.2431        $0.2431         $0.0810        $0.0810         $0.0810
MADAGASCAR,                  $1.0933         $1.0933        $1.0933         $0.3644        $0.3644         $0.3644
</TABLE>




<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 23
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new. **

7.C.1(c)  All Other Countries (continued)

<TABLE>
<CAPTION>

                                          INITIAL PERIOD                               ADDITIONAL PERIOD
                                          --------------                               -----------------
COUNTRIES                    STANDARD       DISCOUNT        ECONOMY        STANDARD        DISCOUNT        ECONOMY
---------                    --------       --------        -------        --------        --------        -------
<S>                          <C>            <C>             <C>            <C>            <C>             <C>    

DEMOCRATIC
REPUBLIC OF
MALAWI                        $0.2884         $0.2884        $0.2884         $0.0961        $0.0961         $0.0961
MALAYSIA                      $0.2223         $0.2223        $0.2223         $0.0741        $0.0741         $0.0741
MALDIVES,                     $0.6290         $0.6290        $0.6290         $0.2097        $0.2097         $0.2097
REPUBLIC OF
MALI REPUBLIC                 $0.4443         $0.4443        $0.4443         $0.1481        $0.1481         $0.1481
MALTA, REPUBLIC               $0.3050         $0.3050        $0.3050         $0.1017        $0.1017         $0.1017
OF
MARSHALL ISLAND               $0.4175         $0.4175        $0.4175         $0.1392        $0.1392         $0.1392
MAURITANIA,                   $0.3847         $0.3847        $0.3847         $0.1282        $0.1282         $0.1282
ISLAMIC REPUBLIC
OF
MAURITIUS                     $0.5220         $0.5220        $0.5220         $0.1740        $0.1740         $0.1740
MAYOTTE ISLAND                $0.5188         $0.5188        $0.5188         $0.1729        $0.1729         $0.1729
MOLDOVA                       $0.4200         $0.4200        $0.4200         $0.1400        $0.1400         $0.1400
MONACO                        $0.1305         $0.1305        $0.1305         $0.0435        $0.0435         $0.0435
MONGOLIAN                     $0.9599         $0.9599        $0.9599         $0.3200        $0.3200         $0.3200
PEOPLE'S REPUBLIC
MONTSERRAT                    $0.1988         $0.1988        $0.1988         $0.0663        $0.0663         $0.0663
MOROCCO, KINGDOM              $0.3333         $0.3333        $0.3333         $0.1111        $0.1111         $0.1111
OF
MOZAMBIQUE                    $0.4969         $0.4969        $0.4969         $0.1656        $0.1656         $0.1656
NAMIBIA                        $0.2778         $0.2778        $0.2778         $0.0926        $0.0926         $0.0926
NAURU                         $1.1330         $1.1330        $1.1330         $0.3777        $0.3777         $0.3777
NEPAL                         $O.3422         $0.3422        $0.3422         $0.1141        $0.1141         $0.1141
NETHERLANDS                   $0.1010         $0.1010        $0.1010         $0.0337        $0.0337         $0.0337
NETHERLANDS,                  $0.1924         $0.1924        $0.1924         $0.0641        $0.0641         $0.0641
ANTILLES
NEVIS                         $0.1924         $0.1924        $0.1924         $0.0641        $0.0641         $0.0641
NEW CALEDONIA                 $0.4143         $0.4143        $0.4143         $0.1381        $0.1381         $0.1381
NEW ZEALAND                   $0.1672         $0.1672        $0.1672         $0.0557        $0.0557         $0.0557
NICARAGUA                     $0.2445         $0.2445        $0.2445         $0.0815        $0.0815         $0.0815
NIGER REPUBLIC                $0.4580         $0.4580        $0.4580         $0.1527        $0.1527         $0.1527
NIGERIA, FEDERAL              $0.1947         $0.1947        $0.1947         $0.1947        $0.0649         $0.0649
REPUBLIC OF
NIUE                          $0.6296         $0.6296        $0.6296         $0.2099        $0.2099         $0.2099
NORFOLK ISLAND                $0.6293         $0.6293        $0.6293         $0.2098        $0.2098         $0.2098
NORWAY                        $0.1195         $0.1195        $0.1195         $0.0398        $0.0398         $0.0398
OMAN                          $0.2896         $0.2896        $0.2896         $0.0965        $0.0965         $0.0965
PAKISTAN                      $0.3969         $0.3969        $0.3969         $0.1323        $0.1323         $0.1323
PALAU, REPUBLIC OF            $0.4791         $0.4791        $0.4791         $0.1597        $0.1597         $0.1597
</TABLE>




<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 24
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new. **

7.C.1.(c)  All Other Countries (continued)

<TABLE>
<CAPTION>

                                        INITIAL PERIOD                             ADDITIONAL PERIOD
                                        --------------                             -----------------
COUNTRIES                    STANDARD     DISCOUNT      ECONOMY       STANDARD        DISCOUNT        ECONOMY
---------                    --------     --------      -------       --------        --------        -------
<S>                          <C>          <C>             <C>            <C>            <C>             <C>    

PANAMA, REPUBLIC            $0.1947       $0.1947       $0.1947       $0.0649        $0.0649         $0.0649
OF
PAPUA NEW GUINEA            $0.3225       $0.3225       $0.3225       $0.1075        $0.1075         $0.1075
PARAGUAY                    $0.3057       $0.3057       $0.3057       $0.1019        $0.1019         $0.1019
PERU                        $0.2142       $0.2142       $0.2142       $0.0714        $0.0714         $0.0714
PHILIPPINES                 $0.1926       $0.1926       $0.1926       $0.0642       $0.0642         $0.0642
POLAND, PEOPLE'S            $0.2175       $0.2175       $0.2175       $0.0725       $0.0725         $0.0725
REPUBLIC OF
PORTUGAL                    $0.1986       $0.1986       $0.1986       $0.0662       $0.0662         $0.0662
QATAR                       $0.2559       $0.2559       $0.2559       $0.0853       $0.0853         $0.0853
REUNION ISLAND              $0.4564       $0.4564       $0.4564       $0.1521       $0.1521         $0.1521
ROMANIA, SOCIALIST         
REPUBLIC OF                 $0.3116       $0.3116       $0.3116       $0.1039       $0.1039         $0.1039
RUSSIA                      $0.3632       $0.3632       $0.3632       $0.1211       $0.1211         $0.1211
RWANDA                      $0.5018       $0.5018       $0.5018       $0.1673       $0.1673         $0.1673
SAIPAN                      $0.1891       $0.1891       $0.1891       $0.0630       $0.0630         $0.0630
SAN MARINO                  $0.4168       $0.4168       $0.4168       $0.1389       $0.1389         $0.1389
SAO TOME                    $0.5893       $0.5893       $0.5893       $0.1964       $0.1964         $0.1964
SAUDI ARABIA                $0.3510       $0.3510       $0.3510       $0.1170       $0.1170         $0.1170
SENEGAL REPUBLIC            $0.4137       $0.4137       $0.4137       $0.1379       $0.1379         $0.1379
SEYCHELLES ISLAND           $0.5099       $0.5099       $0.5099       $0.1700       $0.1700         $0.1700
SIERRA LEONE                $0.3187       $0.3187       $0.3187       $0.1062       $0.1062         $0.1062
SINGAPORE REPUBLIC          $0.1105       $0.1105       $0.1105       $0.0368       $0.0368         $0.O368
OF
SLOVAKIA                    $0.2180       $0.2180       $0.2180       $0.0727       $0.O727         $0.0727
SLOVENIA                    $0.2180       $0.2180       $0.2180       $0.0727       $0.O727         $0.0727
SOLOMON ISLANDS             $0.4791       $0.4791       $0.4791       $0.1597       $0.1597         $0.1597
SOMALIA                     $0.5761       $0.5761       $0.5761       $0.1920       $0.1920         $0.1920
SOUTH AFRICA,               $0.1704       $0.1704       $0.1704       $0.0568       $0.0568         $0.0568
REPUBLIC OF
SPAIN                       $0.1579       $0.1579       $0.1579       $0.0526       $0.0526         $0.0526
SRI LANKA,                  $0.3757       $0.3757       $0.3757       $0.1252       $0.1252         $0.1252
DEMOCRATIC
SOCIALIST 
REPUBLIC OF      
ST. HELENA                  $0.5504       $0.5504       $0.5504       $0.1835       $0.1835         $0.1835
ST. KITTS                   $0.1924       $0.1924       $0.1924       $0.0641       $0.0641         $0.0641
ST. LUCIA                   $0.2159       $0.2159       $0.2159       $0.0720       $0.0720         $0.0720
ST. PIERRE &                $0.2121       $0.2121       $0.2121       $0.0707       $0.0707         $0.0707
MIQUELON
</TABLE>




<PAGE>



AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 25
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                           ** All material on this page is new. **

7.C.1.(c)  All Other Countries (continued)


<TABLE>
<CAPTION>

                                          INITIAL PERIOD                          ADDITIONAL PERIOD
                                          --------------                          -----------------
COUNTRIES                    STANDARD       DISCOUNT      ECONOMY       STANDARD      DISCOUNT        ECONOMY
---------                    --------       --------      -------       --------      --------        -------
<S>                          <C>            <C>          <C>           <C>            <C>             <C>    
ST. VINCENT & THE             $0.2102       $0.2102       $0.2102       $0.0701       $0.0701         $0.0701
GRENADINES
SUDAN                         $0.4994       $0.4994       $0.4994       $0.1665       $0.1665         $0.1665
SURINAME, REPUBLIC            $0.3353       $0.3353       $0.3353       $0.1118       $0.1118         $0.1118
OF
SWAZILAND                     $0.2985       $0.2985       $0.2985       $0.995        $0.995          $0.995
SWEDEN                        $0.0773       $0.0773       $0.0773       $0.0258       $0.0258         $0.0258
SWITZERLAND                   $0.0899       $0.0899       $0.0899       $0.0300       $0.0300         $0.0300
SYRIAN ARAB REPUBLIC          $0.4192       $0.4192       $0.4192       $0.1397       $0.1397         $0.1397
TAIWAN                        $0.1559       $0.1559       $0.1559       $0.0520       $0.0520         $0.0520
TAJIKISTAN                    $0.9308       $0.9308       $0.9308       $0.3103       $0.3103         $0.3103
TANZANIA                      $0.2646       $0.2646       $0.2646       $0.0882       $0.0882         $0.0882
THAILAND                      $0.2522       $0.2522       $0.2522       $0.0841       $0.0841         $0.0841
TOGO, REPUBLIC OF             $0.2510       $0.2510       $0.2510       $0.0837       $0.0837         $0.0837
TONGA ISLAND                  $0.3546       $0.3546       $0.3546       $0.1182       $0.1182         $0.1182
TRINIDAD & TOBAGO,            $0.1990       $0.1990       $0.1990       $0.0663       $0.0663         $0.0663
DEMOCRATIC
REPUBLIC OF                  
TUNISIA                       $0.3090       $0.3090       $0.3090       $0.1030       $0.1030         $0.1030
TURKEY                        $0.2451       $0.2451       $0.2451       $0.0817       $0.0817         $0.0817
TURKMENISTAN                  $0.7652       $0.7652       $0.7652       $0.2551       $0.2551         $0.2551
TURKS & CAICOS                $0.2037       $0.2037       $0.2037       $0.0679       $0.0679         $0.0679
ISLANDS
TUVALU                        $0.7780       $0.7780       $0.7780       $0.2593       $0.2593         $0.2593
UGANDA                        $0.2745       $0.2745       $0.2745       $0.0915       $0.0915         $0.0915
UKRAINE                       $0.3050       $0.3050       $0.3050       $0.1017       $0.1017         $0.1017
UNITED ARAB                   $0.2212       $0.2212       $0.2212       $0.0737       $0.0737         $0.0737
EMIRATES
UNITED KINGDOM                $0.0455       $0.0455       $0.0455       $0.0152       $0.0152         $0.0152
URUGUAY                       $0.2342       $0.2342       $0.2342       $0.0781       $0.0781         $0.0781
UZBEKISTAN                    $0.3050       $0.3050       $0.3050       $0.1017       $0.1017         $0.1017
VANUATU REPUBLIC              $0.8124       $0.8124       $0.8124       $0.2708       $0.2708         $0.2708
VATICAN CITY                  $0.1266       $0.1266       $0.1266       $0.0422       $0.0422         $0.0422
VENEZUELA                     $0.1233       $0.1233       $0.1233       $0.0411       $0.0411         $0.0411
VIETNAM, SOCIALIST            $0.4216       $0.4216       $0.4216       $0.1405       $0.1405         $0.1405
REPUBLIC OF
WALLIS & FORTUNA              $0.5696       $0.5696       $0.5696       $0.1899       $0.1899         $0.1899
ISLANDS
WESTERN SAMOA                 $0.2515       $0.2515       $0.2515       $0.0838       $0.0838         $0.0838
YEMEN, REPUBLIC OF            $0.2959       $0.2959       $0.2959       $0.0986       $0.0986         $0.0986
</TABLE>




<PAGE>


AT&T COMMUNICATIONS                 CONTRACT TARIFF NO. 5776
Adm. Rates and Tariffs              Original Page 26
Bridgewater, NJ  08807
Issued:  October 31, 1996  Effective:  November 1, 1996

                     ** All material on this page is new.**


7.C.1.(c)  All Other Countries (continued)

<TABLE>
<CAPTION>
                                    INITIAL PERIOD                   ADDITIONAL PERIOD
                                     --------------                  -----------------
COUNTRIES                 STANDARD   DISCOUNT   ECONOMY       STANDARD   DISCOUNT  ECONOMY
---------                 --------   --------   -------       --------   --------  -------
<S>                       <C>      <C>        <C>            <C>        <C>       <C>    

YUGOSLAVIA                 $0.2180   $0.2180   $0.2180        $0.0727   $0.0727   $0.0727
ZAIRE, REPUBLIC OF         $0.3326   $0.3326   $0.3326        $0.1109   $0.1109   $0.1109
ZAMBIA                     $0.2920   $0.2920   $0.2920        $0.0973   $0.0973   $0.0973
ZIMBABWE                   $0.2077   $0.2077   $0.2077        $0.0692   $0.0692   $0.0692
</TABLE>

D.  AT&T 800 Service-Domestic

                 Per Hour of Use
                 ---------------
Service Areas     Business     Day      Evening  Night/Weekend     
-------------     --------    ----      -------- -------------     
    1-6           $11.45     $11.45      $11.45

E.  AT&T MEGACOM 800 Service-Domestic

1. The  following  AT&T  MEGACOM  800 Service  rates apply for AT&T  MEGACOM 800
Services  calls that  terminate at no more than 15 Customer  Switches  owned and
operated by the Customer, as defined in Section 4.B., preceding.

                 Per Hour of Use
                 ---------------
Service Areas     Business     Day      Evening  Night/Weekend     
-------------     --------    ----      -------- -------------     
    1-6             $5.72    $5.72        $5.72  
                              
2. The  following  AT&T  MEGACOM 800  Services  rates apply for AT&T MEGACOM 800
Services calls that  terminate at no more than 2 Customer  Premises that are not
Customer Switches and are designated by the Customer prior to the CISD.

                 Per Hour of Use
                 ---------------
Service Areas     Business     Day      Evening  Night/Weekend     
-------------     --------    ----      -------- -------------     

    1-6             $7.09     $7.09      $7.09

3. The  following  AT&T  MEGACOM 800  Services  rates apply for AT&T MEGACOM 800
Services  calls that  terminate at all other Customer Switches  and/or  Customer
Premises.

                 Per Hour of Use
                 ---------------
Service Areas     Business     Day      Evening  Night/Weekend     
-------------     --------    ----      -------- -------------     
    1-6             $7.75     $7.75      $7.75

F.  AT&T 800 READYLINE Service-Domestic

                 Per Hour of Use
                 ---------------
Service Areas     Business     Day      Evening  Night/Weekend     
-------------     --------    ----      -------- -------------     
    1-6           $11.45     $11.45     $11.45

G.  AT&T Primary Rate Interface

                                    USOC             MONTHLY
                                    ----             -------

- per Primary Rate Interface        BHC              $200.00