PARIBAS

21st  Century  Telesis,  Inc.
650  Town  Center  Drive,  Suite  1999
Costa  Mesa,  CA  92626

Attention:     Philip  J.  Chasmar
Executive  Vice  President


                                                      December  16,  1998

Re:     Commitment  Letter / 21st Century Telesis, Inc. Senior Secured Financing

Gentleman:

     You  have  advised Paribas ("Paribas") that 21st Century Telesis, Inc. (the
"Company")  proposes  to  construct and operate a Personal Access Communications
System  as developed by Hughes Electronics Company ("Hughes") in certain markets
in  the  State  of  Indiana  (the  "System  Buildout").

     Paribas  understands  that  all  funding  required  to  effect  the  System
Buildout,  to  pay reasonable fees and expenses incurred in connection therewith
and  to  provide  working capital financing for the Company and its subsidiaries
will  be  provided  solely through the receipt of gross proceeds of at least $50
million  from  the  issuance  of  common stock of the Company to persons, and on
terms  and  conditions,  acceptable  to Paribas and the incurrence of the Senior
Secured  Financing  as  described  below.

     Paribas  further  understands  that the Senior Secured Financing will be in
the form of (i) a multiple draw term loan facility fully guaranteed by Hughes in
the  aggregate  amount  of $45 million and (ii) an additional multiple draw term
loan  facility  in the aggregate amount of $55 million (the term loan facilities
are hereinafter referred to as the "Senior Secured Financing"). A summary of the
proposed  principal  terms  and  conditions  of  the Senior Secured Financing is
attached  as  Exhibit  A  to  this  letter  (the  "Summary  of  Terms").

     Paribas  is  pleased  to  confirm  that,  subject to and upon the terms and
conditions  set  forth  herein  and in the Summary of Terms, it will provide the
Senior  Secured  Financing.  In  connection  with  the Senior Secured Financing,
Paribas  will  act  as  agent  for  a  syndicate  of financial institutions (the
"Lenders")  party  to  the  Senior  Secured  Financing.

     Paribas  reserves  the right, prior to or after execution of the definitive
credit documentation, to syndicate all or part of its commitments to one or more
Lenders that will become parties to such definitive credit documentation for the
Senior Secured Financing pursuant to a syndication to be managed by Paribas. You
hereby  agree  actively  to  assist  Paribas
     in  achieving  a  satisfactory  syndication.  Such  syndication  will  be
accomplished  by  a  variety  of
means,  including  direct  contact  during  the  syndication  between the senior
management  and  advisors  of the Company and the proposed syndicate members. To
assist  Paribas  in  its  syndication  efforts, you hereby agree both before and
after  the initial finding under the Senior Secured Financing (a) to provide and
cause  your advisors to provide Paribas and the other proposed syndicate members
upon  request with all reasonable information deemed necessary by us to complete
syndication,  including  but not limited to information and evaluations prepared
by  the  Company  or  on  its  or  their  behalf  relating  to  the transactions
contemplated  hereby  and  (b)  to  assist  Paribas  in  the  preparation  of an
Information  Memorandum  to  be  used  in connection with the syndication of the
Senior Secured Financing, including making available officers of the Company and
Hughes  from  time  to  time  and to attend and make presentations regarding the
business  and  prospects  of  the Company and their respective subsidiaries at a
meeting  or  meetings  of  Lenders  or prospective Lenders. It is understood and
agreed  that,  if  Paribas  deems  such  actions  advisable  in  order to ensure
successful  syndication  of  the  Senior  Secured  Financing,  Paribas  shall be
entitled  to  change  the  structure, terms and conditions of the Senior Secured
Financing,  including,  without  limitation, by increasing the pricing from that
set  forth  in  the  Summary  of Terms and the Fee Letter and!or allocating (and
following  the  initial  allocation,  re-allocating) the aggregate amount of its
commitment  with  respect  to the Facilities in a manner different from that set
forth  herein  and  in the Summary of Terms or eliminating any of the facilities
comprising,  or  adding  additional facilities to, the Senior Secured Financing,
provided  that  the  aggregate  commitments  under  the Senior Secured Financing
remains  the  same.

     As  you are aware, while Paribas has completed a substantial portion of its
business, financial and accounting due diligence analysis and review, it has not
completed  all of such diligence. In addition, Paribas has not yet conducted its
legal  due diligence. Paribas' willingness to provide the financing described in
this  letter  is  therefore subject to its not learning during the completion of
such analysis and review anything that Paribas did not previously know and which
is  materially  negative  with  respect  to  the business, property, operations,
nature  of  assets,  assets,  liabilities, condition (financial or otherwise) or
prospects  of  the  Company,  Hughes  or  the  System  Buildout.

     You  hereby represent and covenant that (i) all information, which has been
or  is hereafter made available to Paribas or the other Lenders by you or any of
your  representatives  in  connection  with the transactions contemplated hereby
(the "Information") is and will be complete and correct in all material respects
and  does  not  and  will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements contained therein
not  materially  misleading  and  (ii)  all financial projections concerning the
Company  and  its subsidiaries that have been or are hereafter made available to
Paribas  or  the  other  Lenders  by  you  in  connection  with the transactions
contemplated  hereby  (the  "Projections") have been or will be prepared in good
faith  based  upon reasonable assumptions. You acknowledge that in arranging and
syndicating  the  Senior Secured Financing, Paribas will be using and relying on
the  Information  and  Projections  without independent verification thereof. In
issuing  this  commitment, Paribas is relying on the accuracy of the information
furnished  by  you  or  on  your  behalf.

          You  agree  to pay all out-of-pocket costs and expenses (including the
reasonable  fees  and expenses of White & Case and local counsel) of Paribas and
any  of  its  agents or affiliates (collectively the "Paribas Group") arising in
connection  with  the  preparation,  execution  and delivery of this letter (and
Paribas'  due  diligence  in  connection  herewith)  and  in connection with the
transactions  described  herein (including the syndication of the Senior Secured
Financing),  whether  or  not  the Senior Secured Financing is made available or
definitive  credit  documents  are  executed.  Whether  or  not the transactions
contemplated  in this letter are consummated, you further agree to indemnify and
hold  harmless  each  member of the Paribas Group and each of the other Lenders,
and each director, officer, employee and affiliate thereof (each an "indemnified
person") from and against any and all actions, suits, proceedings (including any
investigations  or  inquiries), claims, losses, damages, liabilities or expenses
of any kind or nature whatsoever which may be incurred by or asserted against or
involve  the  Paribas  Group,  any  Lender  or any such other indemnified person
(whether  asserted  by you or any other person) as a result of or arising out of
or  in  any  way  related  to  or  resulting  from this letter, the transactions
described  in  this  letter  or  any  eventual  extension  of the Senior Secured
Financing  or  in any way arising from any use or intended use of this letter or
the proceeds of any of the Senior Secured Financing and, upon demand, to pay and
reimburse  the  Paribas  Group, any Lender and each other indemnified person for
any legal or other expenses incurred in connection with investigating, defending
or  preparing to defend any such action, suit, proceeding (including any inquiry
or  investigation) or claim (whether or not the Paribas Group, any Lender or any
such  other  indemnified  person  is  a party to any action or proceeding out of
which  any  such  expenses arise); provided, however, that you shall not have to
indemnify  any  indemnified  person  against any loss, claim, damage, expense or
liability which resulted from the gross negligence or willful misconduct of such
indemnified  person  as  finally  and judicially decided. You further agree that
neither  Paribas, nor any other Lender nor any other indemnified person shall be
responsible  or  liable  for  any consequential damages that may be alleged as a
result  of  this  letter.  The  provisions  of  this paragraph shall survive any
termination  of  this  letter.

     As  you  know,  Paribas  or  its  affiliates  may  from time to time effect
transactions, for its own account or for the accounts of customers, and may hold
positions  in  loans, options on loans, securities and options on securities of,
companies  that  may  be  the  subject  of the transactions contemplated by this
letter  or  otherwise  relate  to  the  Company.

     Paribas'  willingness  to provide the Senior Secured Financing as set forth
above  will  terminate  on  April  15,  1999,  if  a definitive credit agreement
evidencing  the  Senior Secured Financing, satisfactory in form and substance to
Paribas,  shall  not  have  been  entered  into  prior  to  such  date.

     This  letter  is  delivered  to you with the understanding that without our
prior  written  consent  neither  it  nor  its  substance  or existence shall be
disclosed,  except  to  your  directors,  employees,  counsel,  accountants  and
advisors. This letter is issued for your benefit only and may not be relied upon
by any other person or entity. If this letter is not accepted by you as provided
in  the  immediately  succeeding  paragraph,  you are to immediately return this
letter  (and  any  copies  hereof)  to  the  undersigned.

If  you  are  in agreement with the foregoing, please sign and return to Paribas
(including  by  way  of  facsimile transmission) the two enclosed copies of this
letter,  together  with  two  signed  copies  of  the related Fee Letter and the
$250,000  fee  referred  to  therein, no later than 5:30 p.m., New York time, on
December  22,  1998.  This letter may be executed in any number of counterparts,
and by the different parties hereto on separate counterparts, each of which when
executed  and  delivered  shall  be an original, but all of which shall together
constitute one and the same instrument. This letter and the accompanying Summary
of  Terms and the rights and obligations of the parties hereto shall be governed
by  and  construed  in  accordance  with  the  laws  of  the  State of New York.

     Paribas  is  delighted  to  have  the  opportunity  to work with you on the
transaction  and  we  look  forward to the successful consummation of the Senior
Secured  Financing.

Sincerely,

PARIBAS



Name:     Salo  Aizenberg
Title:     Vice  President

     By__________________
Name:     Errol  Antzis
Title:     Managing  Director



Accepted  and  Agreed  to  this
                     day  of  December,  1998:

21ST  CENTURY  TELESIS,  INC.


By:  Philip  J.Chasmar
Name:
Title:  Executive  Vice  President


EXHIBIT  A

21st  CENTURY  TELESIS,  INC.
SENIOR  SECURED  FACILITIES
DECEMBER  9,  1998
SUMMARY  OF  PROPOSED  PRINCIPAL  TERMS  &  CONDITIONS

Borrower:     21st  Century  Telesis, Inc. (the 'Borrower' - An entity that will
--------
construct,  own  and  operate Personal Access Communications Systems ("PACS") as
developed  by  Hughes  Electronics  Co.  ("Hughes") for the Indiana Markets (see
definitions),  and  own  the FCC Licenses (see definitions) through wholly-owned
subsidiaries).

Agent:     Paribas
-----

Lenders:     Paribas and a syndicate of financial institutions acceptable to the
-------
Agent  and  the  Borrower.

Credit  Facilities:     $100,000,000  total  Credit  Facilities divided into two
------------------
tranches  as  follows:
---

A.     Hughes  Tranche  -  A  $45,000,000  Multi-Draw  Term  Loan  with drawings
       ---------------
permitted until 12/31/2002 (the "Final Draw Date"). All unused commitments under
the  Hughes  Tranche on the Final Draw Date will be canceled. All drawings under
the  Hughes  Tranche will be fully guaranteed by Hughes (the "Hughes Guarantee",
as  described  below).

B.     Non-Hughes  Tranche  -  A  $55,000,000 Multi-Draw Term Loan with drawings
       -------------------
permitted until the Final Draw Date. All unused commitments under the Non-Hughes
Tranche on the Final Draw Date will be canceled. Borrowings under the Non-Hughes
Tranche  will  be  available  upon  achievement  of  the  Initial Milestones (as
described below) and will be limited by the Borrowing Base (as described below).

Agent  Commitment:     $100,000,000  underwriting  commitment  to  the  Credit
-----------------
Facilities
-------

Uncommitted
-----------
Facility:     The  Borrower  will  have  the  right  to request that one or more
--------
Lenders  commit  to  make  additional  loans  under an uncommitted facility (the
-----
"Uncommitted  Facility");  provided  that  the  total  commitments  under  the
-----
Uncommitted  Facility  shall  not  exceed $50,000,000, any commitments under the
-----
Uncommitted  Facility  shall  be  allocated  with  1/3  under the same terms and
---
conditions  as the Hughes Tranche and 2/3 under the same terms and conditions as
---
the  Non-Hughes  Tranche, and the Uncommitted Facility will be available for the
same  purposes  as  the  Hughes  Tranche and Non-Hughes Tranche. Fees payable to
Lenders  for  an  Uncommitted Facility commitment will be negotiated between the
Company  and each such Lender at the time such commitment becomes effective, but
all other terms of the Uncommitted Facility (including Interest, Commitment Fees
and  Maturity)  will  be  the same as those applicable to the Credit Facilities.
Such  additional commitments must be requested from the Lenders under the Credit
Facilities;  provided,  however  that  the  Lenders  shall have no obligation to
             ------------------
provide  any  such  additional  commitments.

Purpose:     The  Borrower  may  use the proceeds under the Credit Facilities as
follows:

(i)     Hughes Tranche - The Hughes Tranche may be used to fund the purchase and
        --------------
installation  of Hughes equipment, services and software under the Hughes Master
Contract  for  the  Indiana Markets, only to the extent that such borrowings are
guaranteed  by  Hughes  under  the  Hughes  Guarantee.

(ii)     Non-Hughes Tranche - From the Closing Date through the Final Draw Date,
         ------------------
the  Non-Hughes  Tranche  may  be  used  to  fund  capital  expenditures for the
construction  of  a Personal Access Communications Systems ("PACS") as developed
by  Hughes  for  the  Indiana  Markets,  to fund debt service related to the FCC
Licenses,  and  to  provide  for  working  capital  related  to the start-up and
operations  of  the  Indiana  Markets.
Maturity:     Hughes  Tranche:  December  31,  2006
--------      ---------------
     Non-Hughes  Tranche:  December  31,  2005
     -------------------

Repayment:     Outstandings  under  the  Hughes  Tranche will be subject to four
---------
quarterly  amortization  payments (as a percentage of amounts outstanding on the
---
Final  Draw  Date) beginning on 3/31/2006 and ending on 12/31/2006 in accordance
with  the  following  schedule:

     YEAR                       QUARTERLY  PAYMENT
     2006  (4  Quarters)             25  %

     Outstandings  under  the Non-Hughes Tranche will be subject to 12 quarterly
amortization  payments (as a percentage of amounts outstanding on the Final Draw
Date)  beginning  on  3/31/2003  and ending on 12/31/2005 in accordance with the
following  schedule:

          YEAR                     QUARTERLY  PAYMENT

     2003  (4  Quarters)     3.5%  (14%  total)
     2004  (4  Quarters)     7.0%  (7.0%)
     2005  (4  Quarters)     14.5%  (58%  total)

Interest:     The  Borrower may elect to borrow under the Facility at either (i)
--------
the  Alternative Base Rate ("ABR") (which equals the higher of the Prime Rate or
the  Federal  Funds  Rate  plus 0.50%) or (ii) the LIBOR rate ("LIBOR"), in each
case,  plus  the  Applicable  Margin.

     Interest  on  ABR  borrowings  will  be payable quarterly in arrears on the
basis  of  actual  number  of  days  elapsed over a 365(6)-day year. Interest on
LJI3OR  borrowings will be calculated on the basis of actual days elapsed over a
360-day  year,  payable  in arrears at the earlier of the end of each applicable
interest  period  or,  in  the  case of a period longer than three months, every
three  months.  The  Borrower may elect interest periods of 1, 2, 3, or 6 months
for LIBOR borrowings. The LIBOR rate shall be adjusted for the maximum reserves.

Applicable  Margin  -  Hughes  Tranche:     The Applicable Margin for the Hughes
--------------------------------------
Tranche  will  be  1.00%  for  LIBOR  borrowings  and  0.00% for ABR borrowings.
---
Notwithstanding  the above, for every decrease in the corporate credit rating of
---
Hughes  by  either  Standard  &  Poors or Moody's, the Applicable Margin for the
Hughes Tranche will increase by 0.25% (i.e. a downgrade of two levels would lead
to  a 0.50% margin increase) and when borrowings under the Hughes Tranche are no
longer  guaranteed  under the Hughes Guarantee or the corporate credit rating of
Hughes  is  below investment grade according to Standard & Poors or Moody s, the
Applicable  Margin for the Hughes Tranche will be equal to the Applicable Margin
of  the  Non-Hughes  Tranche.

Applicable Margin - Non-Hughes Tranche: The Applicable Margin for the Non-Hughes
--------------------------------------
Tranche will be 3.75% for LIBOR borrowings and 2.75% for ABR borrowings from the
Closing  Date  until  the  Borrower achieves positive EBITDA for two consecutive
fiscal  quarters.  Thereafter  the  Applicable Margin for the Non-Hughes Tranche
will  be  based  on  the  Borrower's Total Leverage Ratio set forth in the table
below:

     LEVERAGE  RATIO                 PRIME     LIBOR+
     >     10.00x                   2.500%     3.500%
     >     9.00x  and<10.00x        2.250%     3.250%
     >     8.00x  and<9.00x         2.000%     3.000%
     >     7.00x  and<8.00x         1.875%     2.875%
     >     6.00x  and<7.00x         1.750%     2.750%
     >     5.00x  and<6.00x         1.625%     2.625%
     >     4.00x  and<5.00x         1.500%     2.500%
     >     3.00x  and<4.00x         1.375%     2.375%
     <     3.00x                    1.250%     2.250%

During  the  continuance  of  any  default  or  Event  of Default under the loan
documentation,  the Applicable Margin for both the Hughes Tranche and Non-Hughes
Tranche  shall  increase  by  2%  per  annum.

Commitment  Fee:     A  commitment  fee  on  the  undrawn  portion  (i.e.  total
---------------
commitment  less  outstandings)  of  the  Hughes  Tranche  commitment  and  the
--------
Non-Hughes  Tranche  commitment  will  commence  at the Closing Date and will be
--------
payable  quarterly  in  arrears  and  upon  the  termination of such commitment.
----

Commitment Fee Rate - Hughes Tranche:     The Commitment Fee Rate for the Hughes
------------------------------------
Tranche  will  be  0.50%.  Notwithstanding  the above, for every decrease in the
corporate credit rating of Hughes by either Standard & Poors or Moody's, the The
Commitment  Fee  Rate  for  the  Hughes  Tranche will increase by 0.125% (i.e. a
downgrade  of two levels would lead to a 0.25% commitment fee rate increase) and
when  borrowings  under  the  Hughes  Tranche are no longer guaranteed under the
Hughes  Guarantee  or  the corporate credit rating of Hughes is below investment
grade  according to Standard & Poors or Moody's, the Commitment Fee Rate for the
Hughes  Tranche  will  be  equal  to  the  Commitment Fee Rate of the Non-Hughes
Tranche.

Commitment  Fee  Rate  -  Non-Hughes  Tranche:  The  Commitment Fee Rate for the
---------------------------------------------
Non-Hughes  Tranche  will be based on the available but unused commitments (i.e.
------
total  commitment  less  outstandings)  as  a percentage of the total Non-Hughes
Tranche  commitment,  as  set  forth  in  the  table  below:

PERCENTAGE  UNUSED                      COMMITMENT  FEE
     >     75%                          1.875%
     >     50%     and  <  75%          1.500%
     >     25%     and  <  50%          1.000%
     <     25%                          0.500%

Security:     The  Credit  Facilities  will  be  secured  by (i) all present and
--------
future  assets  of  the Borrower and each existing and future subsidiary; (ii) a
-----
first  priority  pledge  of  the  capital  stock  of the Borrower and all of its
--
existing  and  future  subsidiaries (including stock of the subsidiaries holding
--
the  FCC  Licenses  and  any other material licenses, approvals or permits); and
--
(iii) all present and future rights under any interconnection or other operating
--
agreements  to  which  the  Borrower  and  its  subsidiaries  are  a  party.

Guaranties:     All  subsidiaries  of  the  Borrower (together the "Guarantors")
----------
shall  be  required  to provide an unconditional and irrevocable guaranty of all
---
amounts  owing  under  the  Credit  Facilities.
--

Hughes  Guarantee:     All  outstandings  under  the  Hughes  Tranche  shall  be
-----------------
unconditionally  guaranteed  by  Hughes in a manner satisfactory to the Agent by
-------
Hughes  or  a  Hughes  entity  satisfactory  to  the Agent (i.e. All payments of
--
principal,  interest  and  commitment  fees  under  the  Hughes  Tranche will be
--
unconditionally guaranteed by Hughes if for any reason the Borrower is unable to
--
make such payments for the life of the Hughes Tranche or until the the guarantee
falls  away  as  described  below. In addition, no amortization or prepayment of
outstandings  under  the Hughes Tranche will be permitted until all outstandings
under  the Non-Hughes Tranche have been repaid). The Hughes Guarantee will apply
to  46%  of  all  Hughes  related capital expenditures both for downpayments and
performance, completion and any other payments to Hughes. Outstandings under the
Hughes  Tranche will cease to be guaranteed by Hughes under the Hughes Guarantee
only to the extent that the Borrower's Total Leverage Ratio shall be below 4.00x
for  three consecutive quarters and provided that no default or Event of Default
has  occurred  or  will  occur  following  the  release of the Hughes Guarantee.
Notwithstanding  the  above,  the Hughes Guarantee shall remain in full force at
all  times  for  the  five  year period following the Closing Date of the Credit
Facilities.

Permitted  Buildouts:     The Borrower will be required to complete the buildout
--------------------
of  the  South  Bend,  Elkhart and Michigan City markets in the State of Indiana
(the  "First  Three  Markets")  prior  to  commencing  the buildout of any other
market.  Thereafter,  the  Borrower will be permitted to build out all remaining
Indiana  Markets  except for Indianapolis. The Borrower will not be permitted to
begin  construction  of the Indianapolis, Indiana market without Majority Lender
consent. Notwithstanding the above, if the Borrower can demonstrate that current
availability  under  the  Borrowing  Base  is  sufficient  to  fund  all capital
expenditures  (less  amounts  that  will  be funded under the Hughes Tranche) to
complete  the  buildout  (i.e.  achieves  System  Turn-On)  of the Indianapolis,
Indiana  market,  lender  approval  shall  not  be  required  in  order to begin
construction  of  the Indianapolis, Indiana market. At no time will the Borrower
be  permitted  to  build-out  or  invest  any  funds  (equity  or  debt)  in the
Non-Indiana  Markets.

FCC  License
------------
License Payments:     The Borrower will not be permitted to pay interest expense
----------------
or make debt reduction payments for FCC debt obligations related to FCC Licenses
for  the  Non-Indiana  Markets if an Event of Default has occurred or will occur
following  such  payment.

Mandatory
---------
Prepayments:     The Borrower will prepay the Credit Facilities with: (i) 75% of
-----------
the  Borrower's  Excess Cash Flow (see definitions) commencing on April 30, 2003
in  respect  to  the  previous fiscal year; (ii) 100% of the net proceeds of any
approved  asset sale and net insurance proceeds; (iii) 100% of net cash proceeds
of  issuances  of  equity  (public  or private) that are completed following any
drawings  under  the Non-Hughes Tranche. The proceeds from Mandatory Prepayments
will  be applied first to the Non-Hughes Tranche until there are no outstandings
under  the  Non-Hughes Tranche. Subsequent Mandatory Prepayments will be applied
to  the  Hughes  Tranche.

Voluntary
---------
Prepayments:     Borrowings  may  be prepaid without penalty, upon at least five
-----------
business  days  notice  in  an  amount of $5,000,000 or a multiple of $1,000,000
thereafter,  subject to reimbursement for any breakage costs and funding losses.
Prepayments  will  be applied first to the Non-Hughes Tranche until there are no
outstandings under the Non-Hughes Tranche. Subsequent Voluntary Prepayments will
be applied to the Hughes Tranche. In addition, prior to the Final Draw Date, the
Borrower  will  have  the  right,  upon  at  least  five days business notice to
terminate  or  cancel,  in  whole  or  in part, any unused portion of the Credit
Facilities,  provided  that  each  partial  reduction  shall  be in an amount of
$5,000,000  or  a  multiple  of  $1,000,000  thereafter.

Representations
---------------
and  Warranties:     The  loan  documentation  will  contain representations and
---------------
warranties  customarily  found in the Agents' loan agreements for similar senior
----
financings  and  others  deemed by the Agents to be appropriate for the specific
transaction.  Representations  and  warranties shall include, but not be limited
to,  accuracy  of  financial  statements; absence of undisclosed liabilities; no
material  adverse  change;  corporate  existence; compliance with law; corporate
power  and  authority;  enforceability of credit documentation; no conflict with
law  or  contractual obligations; no material litigation; no default or Event of
Default;  ownership  of  property;  no  liens or burdensome restrictions; taxes,
Federal  Reserve  regulations;  ERISA;  subsidiaries;  environmental  matters;
solvency,  accuracy  of  disclosure;  and  creation  and  perfection of security
interests.

Condition  Precedent
--------------------
to  Initial Borrowings:     Hughes Tranche - Borrowings under the Hughes Tranche
-----------------------     --------------
will be available at the Closing Date subject to no default or Event of Default.
Borrowings  under  the  Hughes  Tranche  will  only be permitted subject to such
borrowings  being fully guaranteed by Hughes under the Hughes Guarantee and will
only  be  permitted  to fund budgeted Hughes capital expenditures related to the
Indiana  Systems.


Non-Hughes  Tranche  - Borrowings under the Non-Hughes Tranche will be available
-------------------
once  all  the  Initial  Milestones (as described below) have been achieved. All
-     ---
borrowings  under  the  Non-Hughes Tranche will be limited by the Borrowing Base
(as  described  below).

Initial  Milestones  -  The  Initial  Milestones will be considered to have been
-------------------
achieved  (the  date on which the Initial Milestones have been achieved shall be
----
known  as  the "Initial Milestone Date" or "IMD") once all of the following have
-                                                      ---
occurred: (i) Within 14 months from the Closing Date, the buildout for the South
Bend  market  shall  have been completed to all Hughes specifications, including
System  Turn-On  (see definitions) with at least 70% coverage of Total POPs (see
definitions)  of  at least 350,000; (ii) Within 16 months from the Closing Date,
the  buildout  for  both  the Elkhart market and Michigan City market shall have
been  completed  to  all Hughes specifications, including System Turn-On with at
least  70%  coverage of Total POPs of at least 350,000; (iii) Within 270 days of
System  Turn-On  for  the South Bend market, for the South Bend market only, the
ratio  of  Qualified  Paying  Subscribers  (see  definitions)  to  Total  POPs
("Penetration")  shall be at least 1.00%. If any of the Initial Milestones shall
have  not  been achieved within the specified time frames, all commitments under
the Non-Hughes Tranche shall be canceled. Satisfaction of the initial milestones
shall  be  demonstrated  by  an  audit  from  a  Big-5  accounting  firm.

Borrowing Base:     Upon achievement of Initial Milestone (i), the Borrower will
--------------
be  permitted  to borrow a maximum of $3,000,000 for working capital and general
corporate purposes related only to the start-up and operation of the First Three
Markets.

Following  the  Initial  Milestone  Date,  total  outstanding  loans  under  the
Non-Hughes  Tranche  shall  not  exceed the lesser of: (i) Commitments under the
Non-Hughes  Tranche  and  (ii)  the  product  of (x) the sum of Qualified Paying
Subscribers  and  (y)  The Borrowing Base Rate. Qualified Paying Subscribers for
any  Indiana  Market which has not achieved Penetration of at least 1.00% within
12  months  after System Turn-On, Penetration of at least 2.00% within 24 months
of  System Turn-On, and PenetratiOn of at least 3.00% within 36 months of System
Turn-On  (and maintain a level of at least 3.00% at all times thereafter), shall
not  be  included  as  part  of Qualified Paying Subscribers for the purposes of
calculating  the  Borrowing  Base,  with such reduction in the Borrowing Base to
occur  at  the end of the respective 12, 24, and 36 month period (and thereafter
if  Penetration  falls  below 3.00%). The Borrowing Base Rate is as set forth in
the  table  below:

NUMBER  OF  MONTHS
FOLLOWING  THE  IMD     BORROWING  BASE  RATE
1  to  12                     $1,500
13  to  16                    $1,425
l7  to  2O                    $1,350
21  to  23                    $1,200
24  to  26                    $1,100
27  to  Final  Draw  Date     $1,000

Financial
---------
Covenants:     A.     First  Three  Markets  Minimum  Penetration
---------             -------------------------------------------

Measured  on  the  last day of each period as shown below beginning three months
following  the  Initial  Milestone  Date,  for  the  First  Three  Markets only,
Penetration  (calculated  on a combined basis for the First Three Markets) shall
not  be  less  than  the  following  levels:

     PERIOD               MINIMUM  LEVEL
3  Months  after  IMD     1.20%
6  Months  after  IMD     1.45%
9  Months  after  IMD     1.70%
12  Months  after  IMD     2.00%
15  Months  after  IMD     2.30%
18  Months  after  IMD     2.60%
21  Months  after  IMD     3.00%
24  Months  after  IMD     3.30%
27  Months  after  IMD     3.60%
30  Months  after  IMD     3.90%
33  Months  after  IMD     4.25%
12/31/03                   5.25%
12/31/04                   6.25%
     B.     First  Three  Markets  Minimum  EBITDA  Contribution:
            ----------------------------------------------------

Measured  on the last day of each period as shown below beginning on the Initial
Milestone Date, for the First Three Markets only, the ratio of Market Subscriber
EBITDA  (see  definitions)  for  the  previous  three  month  period  to  Total
Subscribers  at  the  end  of  such  period shall not be less than the following
levels:

     PERIOD                           MINIMUM  LEVEL
Initial  Milestone  Date  ("IMD")       Not  Tested
9  Months  after  IMD                   $15.00
12  Months  after  IMD                  $17.50
15  Months  after  IMD                  $20.00
18  Months  after  IMD                  $21.50
21  Months  after  IMD                  $23.00
24  Months  after  IMD                  $24.00
Every  3  Months  Thereafter            $25.00

     C.     Maximum  Subscriber  Acquisition  Costs
            ---------------------------------------

Measured  on the last day of each period as shown below beginning on the Initial
Milestone  Date,  for  First  Three  Markets  only,  the  ratio  of  Subscriber
Acquisition  Costs  (see definitions) for the previous three month period to the
difference  between  (i)  Total  Subscribers (see definitions) at the end of the
three  month  period,  and  (ii) Total Subscribers at the beginning of the three
month  period  shall  not  exceed  the  following  levels:


     PERIOD                             MAXIMUM  LEVEL
Initial  Milestone  Date  (  IMD  )       Not  Tested
12  Months  after  IMD                     $325
Eve  3  Months  Thereafter                 $275

D.     Interest  Coverage  Ratios:
       --------------------------
Indiana  Interest  Coverage  -  Measured  on the last day of each fiscal quarter
---------------------------
beginning  on 12/31/2001, the ratio of Qualified Market EBITDA (see definitions)
----
during  such fiscal quarter to Indiana Interest Expense (see definitions) during
such  fiscal  quarter  shall  not  be  less  than  the  following  levels:

     PERIOD                 MINIMUM
12/31/01  -  3/31/02        1.00x
4/1/02  -  6/30/02          1.25x
7/1/02  -  12/30/02         1.50x

Total  Interest  Coverage  -  Measured  on  the  last day of each fiscal quarter
beginning  on  12/31/2002,  the  ratio  of  EBITDA (see definitions) during such
fiscal  quarter  to  Total Interest Expense (see definitions) during such fiscal
quarter  shall  not  be  less  than  the  following  levels:

     PERIOD               MINIMUM
     12/31/02               l.10x
     1/1/03  -  3/31/03     1.25x
     4/1/03  -  6/30/03     1.50x
     7/1/03  -  9/30/03     1.75x
     10/1/03  -  12/31/03   2.00x
     Thereafter             2.50x

E.     Leverage  Ratios:
       ----------------
Indiana  Debt  to  Qualified  Market  EBITDA
--------------------------------------------
Measured  on  the  last  day  of each fiscal quarter beginning on 9/30/2001, the
ratio  of  Indiana  Debt  (see  definitions) to Qualified Market EBITDA for such
fiscal  quarter  multiplied  by  four  shall  not  exceed  the following levels:

     PERIOD                MINIMUM
     9/30/01               10.00x
     10/1/01  -  12/31/01  8.50x
     1/1/02  -  3/31/02    7.50x
     4/1/02  -  6/30/02    6.50x
     7/1/02  -  12/31/02   5.50x

Total  Leverage  Ratio
----------------------
Measured on the last day of each fiscal quarter beginning on 12/31/02, the ratio
of  Total Debt (see definitions) to EBITDA for such fiscal quarter multiplied by
four  shall  not  exceed  the  following  levels:

PERIOD                  MINIMUM
12/31/02                l0.00x
1/1/03  -  3/31/03      8.50x
4/1/03  -  06/30/03     7.50x
7/1/03  -  9/30/03      6.50x
10/1/03  -  12/31/03    5.00x
1/1/04  -  6/30/04      4.00x
7/1/04  -  thereafter    3.00x




F.     Fixed  Charges  Coverage  Ratio:
       -------------------------------
Measured on the last day of each fiscal quarter commencing 3/31/04 and ending on
12/31/05,  the  ratio  of  EBITDA  for such fiscal quarter multiplied by four to
Fixed  Charges  (see  definitions)  for  the  12 month period ending during such
fiscal  quarter  shall  not  be  less  than  1  .05x.

G.     Maximum  Capital  Expenditures
       ------------------------------
To  be  determined on a market-by-market basis for both Hughes related and other
capital  expenditures  based  on  forecasted  capital  expenditure  budgets.
Maintenance  capital  expenditure  maximums  to  be  determined.

Affirmative
-----------
Covenants:     Customary  for  transactions  of  this nature to include, without
---------
limitation,  continuation  of business and maintenance of existence and material
---
rights  and  privileges;  compliance  with  laws  and  material  contractual
obligations; maintenance of property and insurance prudent for the operations of
the  Borrower; maintenance of books and records; right of the Lenders to inspect
property  and books and records; notice of defaults or Events of Default; notice
of  adverse  change  in  the business; litigation and other material events; and
compliance  with  environmental  and  FCC  laws.

Negative
--------
Covenants:     Customary for transactions of this nature to include prohibitions
---------
on:  additional  indebtedness;  liens;  guarantee  obligations;  mergers;
consolidations;  formation  of  subsidiaries;  liquidations  and  dissolutions;
purchases  and  sales  of  assets;  leases; no payment of dividends or any other
payments  in  respect  of  capital  stock;  no  redemption  of  capital  stock;
investments;  loans  and  advances;  transactions  with  affiliates;  sales  and
leasebacks;  negative  pledge  clauses;  and changes in lines of business, and a
limitation  on  the minimum price for PACS handsets sold to potential customers.

Financial
---------
Information:     The  Borrower  will  furnish, or will cause to be furnished, to
-----------
the  Lenders  certain  agreed-upon  information,  including, without limitation:
--

A.     monthly  unaudited  consolidated  statements  (including  subscriber  and
operating  information  on  a  market-by-market  basis)  and  certificates  of
compliance  with  financial  covenants  and the Borrowing Base (with appropriate
conclusions  and computations) of the Borrower within 30 days of each month end,
including  a  comparison  with  the  prior  year  (if  available)  and  budget;

B.     quarterly financial statements, certificates of compliance with financial
9
covenants  (with  appropriate conclusions and computations), and certificates of
no  default  within  45  days  of  each  quarter  end;

C.     annual audited statements and certificates of compliance for the Borrower
within  90  days  of  the  end  of each fiscal year, prepared in accordance with
Generally  Accepted  Accounting  Principles and accompanied by a statement by an
independent  certified  public  accountant acceptable to the Agent (i.e. a Big 5
accounting  firm) certifying that no default was detected during the examination
of  the  Borrower;

D.     consolidated  financial  projections  for  the Borrower for the following
fiscal  year  (including market-by-market forecasts) prepared on a monthly basis
within  30  days  of  the  end  of  each  fiscal  year;

E.     construction  budgets  and  progress reports related to system buildouts;
and

F.     such  other  information  respecting  the Borrower as either Agent or the
Majority  Lenders  may  reasonably  request.

Documentation:     The  Lenders' commitments will be subject to the negotiation,
-------------
execution  and delivery of definitive documentation customary for a financing of
this  nature  (including  credit  agreement,  related  security  documentation,
guaranties,  etc.)  consistent  with  the  terms  of this proposal, in each case
prepared by counsel to the Agents and satisfactory to the Lenders. Documentation
shall  contain  expense  and  indemnification  provisions for the benefit of the
Agent  and  the  Lenders  customary  for  transactions  of  this  type.

Conditions
----------
Precedent  to  Closing:     In addition to conditions precedent typical for such
----------------------
credit  facilities, as well as any additional ones appropriate in the context of
the  transactions  contemplated  hereby,  the  following conditions shall apply:

(1)     The  completion of credit work, including satisfactory due diligence, as
required by the Agents and the Lenders (including, without limitation, review of
the  PACS technology and feasibility of constructing and operating such a system
in  the  Indiana  Markets).

(2)     The absence of any material adverse change in the condition, operations,
assets,  business,  properties  or  prospects  of  the  Borrower.

(3)     The  absence  of  any  material  adverse  change  to  the  capital  or
syndications  markets.

(4)     Evidence  satisfactory  to  the  Agents that at least $50,000,000 of new
equity  contributions (the "Initial Equity Contribution") have been committed to
the  Borrower  (and  at  least  $25,000,000  has been contributed in cash to the
Borrower at the Closing Date and $45,000,000 has been contributed in cash by the
Initial Milestone Date) in a form acceptable to the Agent. Evidence satisfactory
the  Agent  that any equity committed but not contributed in cash at the Closing
Date  can  be  accessed  by the Borrower as needed at any time after the Closing
Date  and  can  be unconditionally called upon in a default or Event of Default.

(5)     Agent  satisfaction  with  all  the  terms  and conditions of the Hughes
Guarantee  including  provisions outlining the method of repayment of the Hughes
Tranche  in  a  default  or  Event  of  Default.

(6)     Agent  satisfaction  with  the buildout schedule for the Indiana Markets
and  capital  expenditure  budgets  for  both  Hughes  related and other capital
expenditures.

(7)     Agent  satisfaction  with  the  Master  Contract  between Hughes and the
Borrower,  including,  but  not  limited  to, amounts to be guaranteed by Hughes
under the Hughes Guarantee, payment schedules by the Borrower to Hughes, capital
expenditure  budgets, performance guarantees and penalties and repayments in the
event  of  delays  or  non-performance  by  Hughes (including provisions for the
repayment  of  borrowings under the Hughes and Non-Hughes Tranches to the extent
used  to  fund  Hughes  related  capital  expenditures). Agent satisfaction with
contracts  between  the Borrower and other equipment vendors, including, but not
limited  to,  agreements  with  Acer  Corporation, Siemens Corporation, Deutsche
Telekom,  American  Electrical  Power  and Spectrum Telecommunications Services.
     (8)     Corporate  structure  acceptable  to  the  Agent.
     (9)     The  accuracy  of  representations  and  warranties.

(10)     The  negotiation  and execution of loan documents, including the credit
agreement,  guaranties,  security  agreements, officer's certificates, and legal
opinions  in form and substance acceptable to the Agents, the Borrower and their
respective  counsel.

(11)     The  Agents will have received all costs, fees and expenses (including,
without limitation, legal fees and expenses) and other compensation contemplated
hereby  and  by  the  bank  fee  letter, payable to the Lenders or the Agents or
payable  in connection with the transactions contemplated hereby shall have been
paid  to  the  extent  due.

(12)     Other  conditions  precedent customary for transactions of this nature.

(13)     A  Chief  Financial  Officer  satisfactory to the Agent shall have been
hired  on  terms  and  conditions  satisfactory  to  Paribas.

Events  of  Default:     Customary  Events  of  Default,  including,  without
-------------------
limitation: failure to pay principal, interest or any other amount payable under
---------
the loan documentation when due; outstanding under the Non-Hughes Tranche exceed
amounts available under the Borrowing Base; the Initial Milestones have not been
achieved  within  the  specified  time frames; failure to perform or observe any
negative  or  affirmative covenant or any condition of the credit agreement; any
default  or  non-performance under the Hughes Guarantee; bankruptcy, insolvency,
material judgements against the Borrower or its subsidiaries, or similar events;
certain  ERISA  events;  incorrect  representations  and warranties; a change of
control of the Borrower in a manner to be determined; invalidity of any security
document;  termination or material modification in the Master Contract agreement
between  Hughes  and  the  Borrower;  Default  by  the
Borrower  or Hughes under the Hughes Master Contract; Termination or loss by the
Borrower  of  any  FCC  licenses  for  the Indiana Markets or the failure of the
Borrower to maintain other material licenses, regulatory approvals or permits to
operate  the  Indiana  Markets; Failure to maintain functionality of any Indiana
System  that  has  achieved System Turn-On for a population coverage of at least
60%  of  Total  POPs  in  such  market  for  more  than  15  days.

Majority  Lenders:     Lenders  holding  66-2/3%  of  aggregate  commitments and
loans.

Interest  Rate
Protection:     The  Borrower  will agree to fix the rate on at least 50% of the
Credit Facilities (when total borrowings on a combined basis for both the Hughes
Tranche  and  Non-Hughes  Tranche reaches $20,000,000, and for every $20,000,000
increase  in  borrowings  thereafter)  at a rate to be determined within 60 days
from  the  such  borrowings  for  a  period  to  be  determined.

Miscellaneous:     The  loan  documentation  shall  include standard protections
(including  compliance  with  risk-based  capital  guidelines,  increased costs,
payments  free  and  clear  of  withholding  taxes  and interest period breakage
indemnities),  Eurodollar  illegality  and  similar  provisions.

Amendments  and
Waivers     With  the  consent  of  the Agent and the Required Lenders, provided
that  amendments  or waivers relating to interest rates, fees, repayment amounts
and  dates,  and  releases  of  any  Guarantor or any part of the Security shall
require  the  consent  of  all  Lenders.

Assignments  and
Participations     Each  Lender  shall  have the right to sell participations in
the  Facility  and  to  assign all or part of the Facility to another lender, so
long  as no such sale is for an amount less than $5,000,000, subject to approval
by  the Borrower, such approval not to be unreasonably withheld. The Agent shall
be  paid  a  processing  fee (by the other Lenders) of $3,500 in connection with
each  assignment.

Investment  Rights:     For  committing  to  the  Facility described herein, the
Agent or any affiliate shall have the right, but not the obligation, to purchase
up to $5 million of common stock (or as the case may be, preferred stock) of the
Borrower  on  terms  TBD.  Such  stock  shall  have customary shareholder rights
including,  but  not limited to, information, liquidity (including registration,
tag-along,  piggyback  and  put  rights)  and  board  observation  rights.

Governing  Law:     State  of  New  York

Expenses:     The  Borrower shall be responsible for and reimburse the Agent and
any  affiliates  for  all  reasonable  out  of  pocket costs, including, but not
limited  to,  legal  and  documentation  costs.

Definitions:     Closing  Date  shall  mean  the date that the Documentation (as
previously  described)  shall  have been executed, delivered and received by the
Agent.

Covered  POPs  shall  mean  at any time the aggregate number of persons within a
geographical  area  for  which  a PACS system owned and operated by the Borrower
that  has  achieved  System  Turn-On.

EBITDA  shall  mean  for the Borrower on a consolidated basis, for any period of
calculation,  net  income plus (i) depreciation, (ii) amortization, (iii) income
taxes,  and  (iv)  interest expense (both cash and noncash); minus extraordinary
gains.

Excess Cash Flow shall mean for any period of determination thereof, EBITDA less
the  sum  of debt service (required or scheduled principal and interest payments
with  respect  to Total Debt), capital expenditures, income taxes and changes in
working  capital.

Fixed  Charges  shall mean the sum of (i) capital expenditures, (ii) required or
scheduled  principal and interest payments with respect to Total Debt, and (iii)
income  taxes.

FCC  Licenses  shall  mean the C, D and F Block Personal Communications Services
("PCS")  licenses  auctioned  by  the FCC for the Borrower's Indiana Markets and
Non-Indiana  Markets.

Indiana Debt shall mean total outstandings under the Non-Hughes Tranche plus FCC
debt  obligations  for  FCC Licenses for the Indiana Markets only (i.e. does not
include  debt  guaranteed  by  Hughes  under  the  Hughes  Tranche  and FCC debt
obligations  related  to  the  Non-Indiana  Markets)

Indiana  Interest  Expense  shall  mean  for any period of calculation, interest
expense  and commitment fees related to Total Debt less interest expense related
to  FCC  debt  obligations  for  FCC  Licenses for the Non-Indiana Markets only.

Indiana Markets shall mean the following cities in Indiana: South Bend, Elkhart,
Michigan  City,  Lafayette,  Kokomo,  Marion, Indianapolis, Muncie, Terre Haute,
Vincennes,  Bloomington.  Indiana Markets shall also include Danville, Illinois.

Market  Subscriber  EBITDA shall mean, for any period of calculation, the sum of
(i)  EBITDA,  and  (ii)  Subscriber  Acquisition Costs, calculated at the market
level  (i.e.  does  not  include  corporate  overhead expenses, but does include
overhead  expenses  at  the  individual  market  level).

Non-Indiana  Markets  shall  mean  certain  markets  located  in  New  York,
Pennsylvania,  Nebraska,  and Mississippi, where the Borrower owns PCS licenses.

Qualified  Market  EBITDA  shall  mean,  for  any  period of calculation, EBITDA
calculated  at  the  market  level  (i.e.  does  not  include corporate overhead
expenses,  but  does  include  overhead expenses at the individual market level)
only for markets that have been in operation (i.e. have achieved System Turn-On)
for  at  least  12  months.

     Qualified Paying Subscribers shall mean the lesser of (i) Total Subscribers
and  (ii)  Total  Service Revenues (see definitions) for the most recently ended
month  divided  by  $40.00.

Subscriber  Acquisition Costs shall mean, for any period of calculation, the sum
of  (i)  Net handset subsidies (i.e. handset costs less handset revenue earned),
(ii)  Advertising  and  promotion  expenses,  (iii)  Sales  force  expenses  and
commissions  of  any  nature  paid for the addition of subscribers, and (iv) Any
other  expense related solely to the acquisition or addition of subscribers less
(a)  activation,  connection  or  any  similar  fees  paid  by  subscribers.

System  Turn-On shall mean the activation of the PACS system for full commercial
deployment  with  coverage  of  the  forecasted  market  area and Total POPs and
completion  to  original specifications including, but not limited to, projected
system  capacity  and  wireline  voice  quality.  In  addition, handsets sold to
customers must meet original specification and be available to customers for use
with  the  PACS  system.

Total  Debt  shall  mean  all  indebtedness  of  the  Borrower  (i.e.  includes
outstandings  under the Hughes Tranche, Non-Hughes Tranche, FCC debt obligations
for  all  FCC  Licenses  and  any  other  indebtedness).

Total  Interest  Expense  shall  mean,  for  any period of calculation, interest
expense  and  commitment  fees  related  to  Total  Debt.

Total  Service  Revenue  shall  mean  revenue  earned by the Borrower related to
subscriber  access fees, phone usage, enhanced services, long distance and other
similar services (i.e. does not include revenue related to handset purchases and
activation  or  similar  fees).

Total  POPs  shall  mean  at  any  time the aggregate number of persons within a
geographical  area  as  estimated  by  a geographical or census report or survey
acceptable  to  the  Agent.

Total  Subscribers  shall  mean  the  sum  of subscribers to the Borrower's PACS
service  from whom the Borrower has received at least one payment for service in
the  previous  90  day  period.

<PAGE>



PARIBAS


21st  Century  Telesis,  Inc.
650  Town  Center  Drive,  Suite  1999
Costa  Mesa,  CA  92626

Attention:     Philip  J.  Chasmar
Executive  Vice  President


December  16,  1998

Re:     Fee  Letter  /21st  Century  Telesis,  Inc.  Senior  Secured  Financing


Gentlemen:

     Reference  is  made  to the letter (the "Commitment Letter") concerning the
financing  of the transaction. Terms defined in the Commitment Letter shall have
the  same  meaning  when  used  herein.

     This  letter  will  supplement  the  Commitment Letter by setting forth the
arrangements  relating  to  compensation for certain services rendered and to be
rendered  by Paribas. Paribas willingness to provide commitments pursuant to the
Commitment  Letter  and to act as provided therein is subject to your acceptance
and  return  of  this  letter  as  provided in the penultimate paragraph of this
letter.  You hereby acknowledge and represent that you are executing this letter
to  induce  us  to provide the commitments pursuant to the Commitment Letter and
you  will  receive  benefits  as  a  result  thereof.

     You  hereby agree to pay to Paribas (or affiliates of Paribas designated by
it)  the  following fees (each fee being non-refundable and being in addition to
and  not  creditable  against any other fee, including, without limitation, fees
payable  to Paribas (or such affiliates) pursuant to any other agreements or for
acting  in any other capacities, and each of which fees shall be retained and/or
distributed  by  Paribas (or such affiliates) in such manner as Paribas (or such
affiliates)  shall  determine  in  its  (or  their)  sole  discretion):

     1.     A  non-refundable  financing fee equal to the remainder of (x) 2.50%
of  the  total  amount of the Senior Secured Financing (i.e., $100,000,000) less
(y)  the  $250,000  fee  paid to Paribas pursuant to paragraph 4 of this letter,
which  fee  shall  be  earned  by,  and payable to, Paribas on the Closing Date.

     2.     If  you,  or  any  other  person,  group  or entity controlled by or
affiliated  with  you,
incur  any  indebtedness  for  borrowed  money the proceeds of which are used to
effect  the System Buildout, in any such case prior to October 16, 1999, without
utilizing the Senior Secured Financing contemplated by the Commitment Letter, an
additional  non-refundable  fee  equal  to
$500,000, which fee shall by payable to Paribas on the date any such transaction
is  effected.

     3.  As  an  additional fee for the commitment provided by Paribas under the
Commitment  Letter,  warrants (the "Warrants") in the amount, and subject to the
terms  set  forth  as  follows:

10-year  warrants representing 2.50% of the fully diluted equity of the Borrower
(as  defined  in  the Summary of Terms), at the the Closing Date, exercisable at
various  prices  as described below, with prices to be based on the equity value
of  the  Borrower  following  the Initial Equity Contribution (as defined in the
Summary  of  Terms)  (the  "Post  Money  Value")  as  follows:

(i)  The  warrant percentage (i.e. the percentage of the fully diluted equity of
the  Borrower)  with  a  nominal  exercise  price  (the  "Nominal  Price Warrant
Percentage") shall equal: (a) 1.00% for a Post Money Value less than or equal to
$78,000,000;  or (b) 1.00% plus (1.50% multiplied by (the Post Money Value minus
$78,000,000) divided by ($250,000,000 minus $78,000,000)) for a Post Money Value
greater  than  $78,000,000  and less than or equal to $250,000,000; or (c) 2.50%
for  a  Post  Money  value  greater  than  $250,000,000.

(ii)  The warrant percentage (i.e. the percentage of the fully diluted equity of
the  Borrower)
with  an exercise price based on a $78,000,000 value for the Borrower (the "Base
Price
Warrant  Percentage")  shall  equal:  (a)  1.50% for a Post Money Value equal to
$78,000,000;  or
(b) (2.50% minus the Nominal Price Warrant Percentage) divided by two for a Post
Money
Value  greater  than  $78,000,000; or (c) 0.00% for a Post Money Value less than
$78,000,000.

(iii) The warrant percentage (i.e. the percentage of the fully diluted equity of
the  Borrower)  with  an exercise price based on the Post Money Value (the "Post
Money  Value  Warrant Percentage") shall equal: (a) 0.00% for a Post Money Value
equal  to $78,000,000; or (b) (2.50% minus the Nominal Price Warrant Percentage)
divided by two for a Post Money Value greater than $78,000,000; or (c) 1.50% for
a  Post  Money  Value  less  than  $78,000,000.

(For  example:  Warrant  percentage for a Post Money Value of $200,000,000 is as
follows:  (i)
Nominal Price Warrant Percentage = 1.00%   (1.50% x ($200,000,000 - $78,000,000)
/
($172,000,000))  =  2.06395%;  (ii)  Base  Price  Warrant  Percentage = (2.50% -
2.06395%)  /  2  =
0.2180%;  (iii)  Post  Money Value Warrant Percentage = (2.50% - 2.06395%) / 2 =
0.2180%).

All  warrants  will have shareholder rights typical for a warrant including, but
not  limited to, anti-dilution protection, comprehensive information and access,
registration  rights,  demand  rights,  piggyback  rights, tag along rights, put
rights  and  pre-emptive  rights,  all  subject  to  satisfactory  shareholder
agreement.

     4.     A  non-refundable fee of $250,000, which fee shall be earned by, and
payable  to,  Paribas  on  the  date  of  execution and delivery of this letter.

     If  you  are  in  agreement  with  the foregoing, please sign and return to
Paribas the enclosed copy of this letter no later than 5:00 P.M., New York time,
on  December  22,  1998.  This  letter  may  be  executed  in  any  number  of
counterparts, and by the different parties hereto on separate counterparts, each
of  which  when  executed  and delivered, shall be an original, but all of which
shall  together  constitute  one  and  the  same instrument. This letter and the
rights  and obligations of the parties hereto shall be governed by and construed
in  accordance  with  the  laws  of  the  State  of  New  York.

     You are not authorized to show or circulate this letter to any other person
or  entity  (other  than  your legal advisors in connection with your evaluation
hereof) without the prior written consent of Paribas (which consent shall not be
unreasonably  withheld  or  delayed).  If  this letter is not accepted by you as
provided in the immediately preceding paragraph, you are directed to immediately
return  this  letter  (and  any  copies  hereof)  to  the  undersigned.

Sincerely,

PARIBAS



Name:     Salo  Aizenberg
Title:     Vice  President


Name:     Errol  Antzis
Title:     Managing  Director



Accepted  and  Agreed  to  this
____  day  of  December,  1998:

21ST  CENTURY  TELESIS,  INC.


By_Philip  J.  Chasmar

Name:  Philip  J.;  Chasmar
Title:  Executive  Vice  President

</TEXY>