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[AT&T Logo here]                                                Version 1

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                                CARRIER AGREEMENT

                                     BETWEEN

                                    AT&T CORP.

                                       AND

                          TELCO COMMUNICATIONS GROUP, INC.









                          CONFIDENTIAL AND PROPRIETARY
                                     between
                    AT&T and TELCO COMMUNICATIONS GROUP, INC.
<PAGE>
                                TABLE OF CONTENTS



Section 0     Signature Page

Section 1:     General Terms and Conditions

Section 2:     Eligibility of Customer

Section 3:     Responsibilities of Customer

Section 4:     Responsibilities of AT&T

Section 5:     Services and Service Descriptions

Section 6:     Service Rates, Terms and Conditions








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                          CONFIDENTIAL AND PROPRIETARY
                                     between
                    AT&T and TELCO COMMUNICATIONS GROUP, INC.

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Customer's Initial                                               AT&T Initials
<PAGE>
Section 0:  SIGNATURE PAGE
            --------------

     THIS CARRIER AGREEMENT ("Agreement") is made and entered into as of the
last signature date below by and between AT&T Corp., a corporation organized
and existing under the laws of the State of New York and having an office at
295 North Maple Avenue, Basking Ridge, New Jersey 07920 ("AT&T") and Telco
Communications Group, Inc., having an office at 4219 Lafayette Center Drive,
Chantilly, VA 20151 ("Customer").  The terms and conditions herein constitute
an offer by Customer as of the date of Customer's signature below which may be
accepted only by AT&T's signature below.  This Agreement shall become
effective when signed by both parties.

     AT&T and Customer, acting through their duly authorized representatives,
hereby agree to the terms set forth in Sections 1 through 6 of this Agreement
as attached hereto.


TELCO COMMUNICATIONS GROUP, INC.        AT&T CORP.



By /s/ Donald A. Burns                 By /s/ Ronald L. Tonge
   --------------------------             ------------------------


Donald A. Burns                           Ronald L. Tonge
-----------------------------          ----------------------------
Printed or Typed Name                   Printed or Typed Name

CEO                                      Sales Vice President
-----------------------------          -----------------------------
Title                                   Title

December 23, 1996                       January 13, 1997
-----------------------------           -----------------------------
Date                                    Date

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                          CONFIDENTIAL AND PROPRIETARY
                                     between
                    AT&T and TELCO COMMUNICATIONS GROUP, INC.

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Customer's Initial                                               AT&T Initials

<PAGE>
SECTION 1:  GENERAL TERMS AND CONDITIONS
            ----------------------------
1.A.     ASSIGNMENT.  Customer may not assign this Agreement in whole or in
         ----------
part without the prior written consent of AT&T, which shall not be
unreasonably withheld.  AT&T may, in its discretion, condition its consent to
such assignment upon the posting of an appropriate deposit by the assignee
pursuant to Paragraph 4.D. of this Agreement.  AT&T reserves the right to deny
or revoke its consent to such assignment at any time if the assignee proves
unwilling or unable to meet the eligibility requirements of this Agreement, in
which event the Customer shall remain or again become responsible for
performance of all terms of this Agreement.  This provision shall not affect
the Customer's right to resell Service.  Further, any resale or assignment
shall not release the original Customer from its obligations under this
Agreement.

1.B.     COMBINATION WITH OTHER SERVICES OR 0FFERS.  This AT&T Carrier
         -----------------------------------------
Agreement may not be used in conjunction with any other AT&T Carrier
Agreement, AT&T Contract Tariff, or promotions for any AT&T Services.

1.C.     INDEPENDENT PARTIES.  The relationship established by this Agreement
         -------------------
shall in no way constitute AT&T (or its agents or employees) as a partner,
agent or fiduciary of Customer.  The relationship established by this
Agreement shall in no way constitute the Customer (or their agents or
employees) as a partner, agent or fiduciary of AT&T.  The provision of Service
described in this Agreement does not establish any joint undertaking, joint
venture, or fiduciary relationship between AT&T and Customer.

1.D.     ACKNOWLEDGMENT OF RIGHT TO COMPETE.  Customer acknowledges and
         -----------------------------------
understands that it remains at all times solely responsible for the success
and profits of its business, and that AT&T makes no promises, warranties or
representations regarding the Customer's business success or prospects of
business success in connection with the provision of service pursuant to this
Agreement.  Customer acknowledges and understands that AT&T will continue to
market AT&T services directly to the public and that such marketing may from
time to time bring AT&T into direct or indirect competition with Customer, or
to market its services to competitors of Customer.  Customer acknowledges and
understands that nothing in this Agreement diminishes or restricts in any way
the rights of AT&T to engage in competition with Customer or to market its
services to competitors of Customer, or creates any cause of action in
Customer against AT&T whatsoever.

1.E.     USE OF PROPRIETARY INFORMATION.  In the event that either Customer or
         -------------------------------
AT&T, in the course of performance of their obligations to each other under
this Agreement, obtains or receives proprietary information from the other, it
agrees to use such information only for the purpose of complying with its
obligations under this
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Customer's Initial                                               AT&T Initials
<PAGE>
Agreement and not to use such information for its own marketing purposes.
Customer acknowledges that AT&T may use for its own marketing purposes any and
all information that it obtains from sources other than Customer, including
but not limited to information that AT&T may have regarding Customer's End-
Users as a result of the past or present sale or provision by AT&T of
telecommunications services or equipment to said End-Users.

1.F.     FORCE MAJEURE.  Neither party nor its affiliates, subsidiaries,
         -------------
subcontractors, or parent corporation shall be liable in any way for delay,
failure in performance, loss or damage due to any of the following:  fire,
strike, embargo, explosion, power blackout, earthquake, volcanic action,
flood, war, water, the elements, labor disputes, civil or military authority,
acts of God, acts of the public enemy, inability to secure raw materials ,
inability to secure products, acts or omissions of carriers, or other causes
beyond its reasonable control, whether or not similar to the foregoing.

1.G.     SEVERABILITY.  If any portion of this Agreement shall be found to be
         ------------
invalid or unenforceable, such portion shall be void and of no effect, but the
remainder of the Agreement shall continue in full force and effect unless the
Agreement fails of its essential purpose without the voided portion.

1.H.     NOTICES.  All notices, identifications, formal requests or other
         -------
formal communications required or desired to be given in connection with this
Agreement, shall be in writing and shall be effective when delivered in
person, mailed by registered or certified post or sent by Telex or facsimile
("FAX") to the recipient party, unless the parties otherwise agree in writing.
Notice shall be addressed to the following:

   If to AT&T:      Attn:  Carrier Solutions Sales
                    Virginia Rea, Sales Director
                    150 Morristown Road
                    Plaza 202
                    Bernardsville, New Jersey  07924
                    Phone:  (908) 204-1114
                    Fax:  (908) 204-1089

   If to Customer:  Attn:  Contracts Administration
                    4219 Lafayette Center Drive
                    Chantilly, Virginia  22021
                    Phone:  (703) 631-5615
                    Fax:  (703) 803-3430

1.I.     MODIFICATION AND WAIVER.  This Agreement may be modified only by a
         -----------------------
writing signed by both parties.  The failure of a party to enforce any right
under
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                          CONFIDENTIAL AND PROPRIETARY
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                    AT&T and TELCO COMMUNICATIONS GROUP, INC.

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Customer's Initial                                               AT&T Initials
<PAGE>
this Agreement at any particular point in time shall not constitute a
continuing waiver of any such right with respect to the remaining terms of
this Agreement, or the waiver of any other right under this Agreement.

1.J.     COMPLIANCE WITH LAWS.  Each party is responsible for its own
         --------------------
compliance with all laws and regulations affecting its business, including but
not limited to the collection and remittance of all taxes and other levies
imposed by law.

1.K.     CHOICE OF LAW.  The domestic law of the State of New York, except its
         -------------
conflict-of-laws rules, shall govern the construction, interpretation, and
performance of this Agreement.

1.L.     CONFIDENTIALITY.  The Terms, conditions, and rates contained in this
         ---------------
Agreement are confidential, and shall remain so unless and until it shall be
determined by AT&T that the Communications Act of 1934 (or any subsequent
legislation) and the regulations promulgated thereunder require the filing of
this Agreement with the Federal Communications Commission ("Commission"), or
unless the Commission orders the filing of this Agreement pursuant to
authority granted to the Commission by law or regulation.  In such event, AT&T
shall file the Agreement within thirty days of its execution, or upon such
determination that filing is required, or upon being ordered by the Commission
to do so (whichever is later); provided, that AT&T nonetheless shall keep the
identity of Customer confidential unless required by law, regulation or the
Commission to disclose such identity.  Absent such a filing requirement,
neither party shall disclose the terms or conditions of this Agreement to any
third party, nor issue any public statements relating to this Agreement
without the written consent of the other party, unless such disclosure or
statement is reasonably believed by the party to be compelled by governmental
authority.  A disclosing party shall furnish reasonable prior notice to the
other party before making the statement or disclosure unless prohibited by law
from doing so.

1.M.     DISPUTE RESOLUTION.  If a dispute arises out of or relates to this
         ------------------
Agreement, or its breach, the parties agree to submit the dispute to a sole
mediator selected by the parties or, at any time at the option of a party, to
mediation by the American Arbitration Association ("AAA"), to be held in
Morristown, New Jersey.  If not resolved by mediation, it shall be referred to
a sole arbitrator selected by the parties within thirty (30) days of the
mediation or, in the absence of such selection, to AAA arbitration which shall
be governed by the United States Arbitration Act and judgment on the award may
be entered in any court having jurisdiction.  The arbitrator may not limit,
expand or otherwise modify the terms of this Agreement.  The parties, their
representatives, other participants and the mediator and arbitrator shall hold
the existence, content and results of mediation and arbitration in confidence.
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                          CONFIDENTIAL AND PROPRIETARY
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                    AT&T and TELCO COMMUNICATIONS GROUP, INC.

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Customer's Initial                                               AT&T Initials
<PAGE>
1.N.     TRADE NAMES, TRADEMARKS, SERVICE MARKS AND REGISTERED MARKS.  Neither
         -----------------------------------------------------------
Customer nor AT&T shall use the other's trade names, trademarks or service
marks ("Marks") without the prior written approval of the other party.
Neither shall display or use the other's Marks, nor permit the same to be
displayed or used by third parties.  Nothing in this Agreement creates in a
party rights in the marks of the other.

1.O.     BUSINESS DOWNTURN/NETWORK OPTIMIZATION.  In the event of a business
         --------------------------------------
downturn beyond CUSTOMER's control, a corporate divestiture, or a network
optimization using other AT&T services, any of which significantly reduces the
volume of network services required by the CUSTOMER, with the result that
CUSTOMER will be unable to meet its revenue and/or volume commitments under
this Contract (notwithstanding CUSTOMER's best efforts to avoid such a
shortfall), AT&T and CUSTOMER will cooperate in efforts to develop a mutually
agreeable alternative proposal that will satisfy the concerns of both parties
and comply with all applicable legal and regulatory requirements.  By way of
example and not limitation, such alternative proposals may include changes in
rates, nonrecurring charges, revenue and/or volume commitments, discounts, the
multi-year service period and other provisions.  Subject to all applicable
legal and regulatory requirements, including the requirements of the Federal
Communications Commission and the Communications Act of 1934, AT&T will make
any Contract revisions necessary to implement such mutually agreeable
alternative proposal.  This provision shall not apply to a change resulting
from a decision by CUSTOMER to transfer portions of its traffic or projected
growth to carriers other than AT&T.  The CUSTOMER must give AT&T written
notice of the conditions it believes will require the application of this
provision.  This provision does not constitute a waiver of any charges,
including shortfall charges, incurred by the CUSTOMER prior to the time the
parties mutually agree to amend or replace this Contract.

1.P.     ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement of
         ----------------
the parties with respect to the subject matter hereof and supersedes all prior
written or oral agreements, proposals or understandings.

1.Q.     DEFINITIONS.  As used in this Agreement, the definitions set forth in
         -----------
AT&T Tariff F.C.C. Nos. 1, 2, 9 and 11 shall apply except to the extent that
they are modified or supplemented as follows:

     1.Q.1.     END-USERS:  Those persons or entities to which Customer
                ---------
provides service as a telecommunications common carrier utilizing the service
provided to Customer by AT&T pursuant to this Agreement.

     1.Q.2.     CIS:  The date for commencement of installation of service
                ---
established pursuant to Paragraph 3.B. of this Agreement.
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                          CONFIDENTIAL AND PROPRIETARY
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                    AT&T and TELCO COMMUNICATIONS GROUP, INC.

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Customer's Initial                                               AT&T Initials

<PAGE>
SECTION 2:  REQUIREMENTS AND CERTIFICATION OF ELIGIBILITY
            ---------------------------------------------

2.A.     ELIGIBILITY.  The rates, terms and conditions herein are expressly
         -----------
conditioned upon the Customer's meeting the following eligibility
requirements.  Customer provides interexchange communications services as a
common carrier which certifies as follows:

     2.A.1.  Customer has obtained the required operating authority in all
     states in which it conducts business, as well as all authority required
     by the FCC for resale of telecommunications services, including but not
     limited to authority required pursuant to Section 214 of the
     Communications Act of 1934, 47 U.S.C. 214.

     2.A.2.  Customer complies and will continue to comply at all times with
     all federal and state laws and regulations applicable to the sale and
     provision of service to its customers, including but not limited to those
     laws and regulations applicable to the authorization and proof of
     authorization necessary to convert an End-Users former service to
     Customer's service as the End-User's Primary Interexchange Carrier.

     2.A.3.  Customer has and uses its own carrier identification code
     ("CIC").

     2.A.4.  Customer shall terminate the Services provided in this Agreement
     in an IXC switch owned and operated or leased and operated by Customer.
     An IXC Switch is a telecommunications switch with the following
     characteristics:  (a) it is used for the transmission of calls that are
     routed by a Local Exchange Carrier to the IXC Switch using Feature
     Group D Access; (b) it is capable of interconnecting circuits or
     transferring calling between circuits; (c) it has a maximum capacity of
     not less than 100,000 access lines and (d) it is used by the Customer to
     provide Common Carrier service to end users.

     2.A.5.  Customer has had a consistent on-time payment record with respect
     to all telecommunications service to which it has subscribed with AT&T
     for at least 24 consecutive months prior to the execution of this
     Agreement.  This requirement includes affiliates, parents, subsidiaries,
     predecessors, successors and any entity owned 20% or more by any person
     or entity which also has an ownership interest of 20% of more in
     Customer.

     2.A.6.  Customer will utilize the Service offered hereunder only for
     lawful purposes, including but not limited to resale of the Service or
     components thereof.  In the event that Customer resells the Service
     provided hereunder, it will do so only under its own names, tradenames,
     logos, trademarks or servicemarks.  Customer will not publish or use any
     advertising, sales promotions, press releases,
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                           CONFIDENTIAL AND PROPRIETARY
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                    AT&T and TELCO COMMUNICATIONS GROUP, INC.

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Customer's Initial                                               AT&T Initials
<PAGE>
     or other publicity matters which use AT&T 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 will 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).
     Customer (including its agents, representatives and independent
     contractors) will not indicate or imply to any person or entity that it
     is AT&T which is selling or providing service to them or that it is
     selling or providing such service to them jointly or in collaboration or
     partnership with AT&T, or as the agent of AT&T.

     2.A.7.  Customer has had no complaints or proceedings brought against it,
     within two months prior to its execution of this Agreement, by the FCC,
     by any state public utilities commission, by any state Attorney General,
     or by any other federal or state authority charging Customer with
     misrepresenting its affiliation or relationship to AT&T or to any other
     carrier whose service it has resold, and no such complaints or
     proceedings are pending as of the Customer's execution of this Agreement.

2.B. TERMINATION OR LACK OF ELIGIBILITY.  If at any time during the term
     ----------------------------------
of this Agreement, Customer fails to comply with any requirement for
eligibility contained in Paragraphs 2.A.1 through 2.A.7., above, such failure
shall constitute a material breach of this Agreement which shall entitle AT&T
to terminate this Agreement and the Service provided hereunder on fifteen (15)
days' written notice.  Customer shall have the opportunity to cure such
failure during the fifteen (15) day period following such notice, and, if such
cure is demonstrated to the satisfaction of AT&T, no termination pursuant to
this Paragraph shall occur.  In the event of such termination, Customer shall
indemnify, defend and hold harmless AT&T from any and all complaints, causes
of action or other claims brought against AT&T by any of Customer's End-Users
due to said termination.
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                          CONFIDENTIAL AND PROPRIETARY
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                    AT&T and TELCO COMMUNICATIONS GROUP, INC.

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Customer's Initial                                               AT&T Initials

<PAGE>
SECTION 3:  RESPONSIBILITIES OF AT&T
            ------------------------

3.A.     PROVISION OF SERVICE.  Subject to its Correspondent Agreements and
         --------------------
regulation by Federal and state authorities, AT&T shall provide Service in
accordance with its standard practices and procedures for the operation of its
network.  Service shall be available 24 hours per day, seven days per week.
AT&T is responsible for the provision of Service from station to station, but
is not responsible for the quality of transmission or signaling on the
Customer's side of the interface at a Customer's premises.  Service is
furnished subject to the availability of the service components required.
Customer acknowledges that it has been advised by AT&T that temporary capacity
constraints may exist in some areas with respect to the availability of
Interoffice Channels for ACCUNET T44.736 Service as described and defined in
AT&T Tariff F.C.C. No. 9.  In the event that, during the term of this
Agreement, Customer orders services which are impacted by such constraints,
AT&T will provide Customer with a good-faith estimate of the availability date
of such services.

3.B.     INSTALLATION.  Upon execution of this Agreement AT&T shall establish
         ------------
a due date for commencement of installation of Service and confirm said date
with the Customer (CISD).  A Customer may delay said due date for commencement
of installation when the Customer's written request for said delay is received
by AT&T prior to said due date, provided that the delay of said due date shall
not exceed 30 cumulative calendar days.  AT&T will make every reasonable
effort to commence installation of Service by the due date, but Customer
acknowledges that in some cases a delay in commencement of installation may be
unavoidable.  If commencement of installation is delayed for more than 45 days
beyond the due date, and such delay is not requested or caused in whole or in
part by the Customer, the Customer may cancel its order for Service pursuant
to this Agreement and shall not thereby be considered to have breached this
Agreement.

3.C.     MAINTENANCE.  AT&T shall maintain Service in conformity with its
         -----------
standard network operating procedures.

3.D.     LIMITATION OF LIABILITY.  AT&T (INCLUDING ITS SUBSIDIARIES,
         -----------------------
AFFILIATES, PREDECESSORS, SUCCESSORS AND ASSIGNS) MAKES NO WARRANTIES, EXPRESS
OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SERVICES OR PRODUCTS PROVIDED
PURSUANT TO THIS AGREEMENT.  AT&T'S LIABILITY FOR SERVICE INTERRUPTIONS FOR
ANY SERVICE PROVIDED PURSUANT TO THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT
EQUAL TO THE INITIAL PERIOD CHARGE PROVIDED FOR UNDER THIS AGREEMENT FOR THE
SERVICE AFFECTED.  THIS LIMITATION OF LIABILITY SHALL

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Customer's Initial                                               AT&T Initials
<PAGE>
APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, WARRANTY,
STRICT LIABILITY, OR NEGLIGENCE (INCLUDING WITHOUT LIMITATION ACTIVE AND
PASSIVE NEGLIGENCE).  IN NO EVENT SHALL AT&T BE LIABLE FOR CONSEQUENTIAL,
SPECIAL OR INDIRECT DAMAGES OR LOST PROFITS SUSTAINED BY REASON OF ITS
PERFORMANCE OF THIS AGREEMENT, OR FOR ANY FAILURE, BREAKDOWN, OR INTERRUPTION
OF SERVICE, WHATEVER SHALL BE THE CAUSE, FOR HOWEVER LONG IT SHALL LAST, AND
REGARDLESS OF WHETHER ANYONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.  AT&T SHALL HAVE NO LIABILITY FOR DAMAGES CAUSED (1) BY CUSTOMER'S
FAILURE TO PERFORM ITS RESPONSIBILITIES UNDER THIS AGREEMENT, OR (2) BY THE
ACTS OF THIRD PARTIES (INCLUDING WITHOUT LIMITATION CUSTOMER'S USERS OR END
USES).  AT&T DOES NOT GUARANTEE OR MAKE ANY WARRANTY WITH RESPECT TO THE
SERVICE PROVIDED PURSUANT TO THIS AGREEMENT WHEN USED IN AN EXPLOSIVE
ATMOSPHERE.  THIS AGREEMENT DOES NOT CREATE ANY CLAIM OR RIGHT OF ACTION, NOR
IS IT INTENDED TO CONFER ANY BENEFIT ON ANY THIRD PARTY, INCLUDING BUT NOT
LIMITED TO ANY USER OR END-USER OF CUSTOMER.

3.E.  SERVICE, CHANNELS OR EQUIPMENT OF OTHERS.  AT&T is not liable for
      ----------------------------------------
damages associated with service, channels, or equipment that it does not
furnish.  AT&T does not provide Customer equipment.

3.F.  NO PATENT OR SOFTWARE LICENSE.  No license under patents or software
      -----------------------------
copyrights (other than the limited license to use) is granted by AT&T or shall
be implied or arise by estoppel, with respect to Service offered under this
Agreement.
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                          CONFIDENTIAL AND PROPRIETARY
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Customer's Initial                                               AT&T Initials

<PAGE>
SECTION 4:  RESPONSIBILITIES OF CUSTOMER
            ----------------------------

4.A.  PLACEMENT OF ORDERS, PAYMENT OF BILLS, AND COMPLIANCE WITH
      ----------------------------------------------------------
REGULATIONS.  Customer is responsible for placing any necessary orders and for
-----------
assuring that it, its Users and its End-Users comply with the provisions of
this Agreement and with all applicable federal and state laws and regulations.

4.B.  BILLING; RESPONSIBILITY FOR PAYMENT.  Customer is liable for all amounts
      -----------------------------------
due AT&T hereunder, subject to the following.  The Customer will receive a
single monthly bill for Service provided under this Agreement, regardless of
the number of Customer Premises, the bill will be sent to one location
designated by the Customer.  Payment of charges is due upon presentation of a
bill unless a different due date appears on the face of the bill, in which
case  payment  shall  be  due  on  said  date.  Customer  shall  be  solely
responsible  for rendering of bills and collection of charges from its customers
and  end-users.  Failure  of  Customer  to bill  and  collect  charges  from its
customers  or  end-users  shall  not  excuse  in  whole  or in  part  Customer's
responsibilities  under  this  Agreement,  including  but  not  limited  to  the
responsibility to render to AT&T timely payment of charges.

4.C.  INTERFACING AND COMMUNICATING WITH END-USERS.  Interfacing and
      --------------------------------------------
communicating with End-Users shall be the sole responsibility of Customer with
respect to any use that Customer may make of the service provided pursuant to
this Agreement to in turn provide service to other persons or entities.  Such
interfacing and communicating shall include without limitation installation of
service, termination of service, placing of orders, billing and billing
inquiries, reporting of service outages and problems, collection of charges
and handling and resolution of all disputes.

4.D.     DEPOSITS.  AT&T may require the Customer, prior to or during the
         --------
provision of service pursuant to this Agreement, to tender a deposit in an
amount to be determined by AT&T in its reasonable discretion to be held by
AT&T as a guarantee for the payment of charges; provided, that such deposit
shall not be fixed by AT&T at an amount exceeding six (6) times the MMRC for
all services provided pursuant to this Agreement.  To determine the financial
responsibility of Customer and/or the specific amount of any deposit required,
AT&T may rely upon commercially reasonable factors to assess and manage the
risk of non-payment, including but not limited to payment history for
telecommunications service (including such service purchased from AT&T),
number of years in business, bankruptcy or insolvency history, current AT&T
account treatment status, financial statement analysis, and commercial credit
bureau rating.  It shall be Customer's responsibility to provide to AT&T upon
request such information as is necessary for AT&T to determine the financial
responsibility of Customer, including but not limited to Customer's tax
returns, audited or unaudited financial statements and loan
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Customer's Initial                                               AT&T Initials
<PAGE>
applications.  A deposit does not relieve Customer of the responsibility for
the prompt payment of bills on presentation or the due date appearing on the
face of the bills.  In lieu of a cash deposit, AT&T will accept Bank Letters
of Credit and Surety Bonds which have been approved by AT&T.  Interest will be
paid to a Customer for the period that a cash deposit is held by AT&T.  The
interest rate used will be simple interest at the rate of six percent annually
unless a different rate has been established by the appropriate legal
authority in the state where the Service offering is located.  The failure of
Customer to post a deposit as required by AT&T pursuant to this paragraph
shall constitute a material breach of this Agreement by Customer which shall
entitle AT&T to terminate this Agreement and the service provided hereunder
upon five (5) days written notice to Customer.  When the service for which the
deposit has been required is discontinued, the deposit will be applied to the
final bill and any credit balance will be refunded to the Customer with
applicable interest accrued.

4.E.  THE CUSTOMER'S USER OF SERVICE.  Customer may use Service for any lawful
      ------------------------------
purpose consistent with the transmission and switching parameters of the
telecommunications network, and may resell its use (or the use of any part
thereof) to a third party in the normal course of the Customer's business,
subject to the following:

     4.E.1.  ABUSE - The abuse of Service is prohibited.  The following
             -----
     activities constitute abuse:

          4.E.1.A.  Using Service to make calls that might reasonably be
          expected to frighten, abuse, torment, or harass another, or

          4.E.1.B.  Using Service in such a way that it interferes
          unreasonably with the use of Service or AT&T's network by others.

     4.E.2.  FRAUDULENT USE.  The fraudulent use of, or the intended or
             --------------
     attempted fraudulent use of, Service is prohibited.  The following
     activities constitute fraudulent use:

          4.E.2.A.  Using Service to transmit any message or code, locate a
          person, or otherwise give or obtain information, without payment for
          Service,

          4.E.2.B.  Using or attempting to use Service with the intent to
          avoid the payment, either in whole or in part, of any charges by any
          means or device,

          4.E.2.C.  Using Service to carry calls that originate on the network
          of a facilities-based interexchange carrier other than AT&T and
          terminate disproportionately to locations for which the cost to AT&T
          of terminating
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Customer's Initial                                               AT&T Initials

<PAGE>
          switched access is above the average cost of terminating switched
          access, based on the published access tariffs of local exchange
          companies.

     In any instance in which AT&T believes in good faith that there is
     fraudulent use of Service as set forth above, AT&T may, immediately and
     upon written notice to the Customer, and without liability on the part of
     AT&T, restrict, suspend or discontinue providing Service.

     4.E.3.  INTERFERENCE, IMPAIRMENT OR IMPROPER USE.  Customer may not use
     Service in any manner that subjects AT&T or non-AT&T personnel to
     hazardous conditions or results in an immediate harm to the AT&T network
     or other AT&T services.

4.F. RIGHTS OF AT&T FOR MISUSE OF SERVICE BY CUSTOMER.
     ------------------------------------------------
     4.F.1.  In any instance in which AT&T determines that Customer is using
     Service in violation of Paragraph 4.E.2., above, AT&T may, immediately
     and upon written notice to the Customer, and without liability, restrict,
     suspend or discontinue providing Service.

     4.F.2.  In any instance in which AT&T determines that Customer is using
     Service in violation of Paragraph 4.E.3., above, AT&T may immediately
     restrict Service on a temporary basis.  In such cases, AT&T will make a
     reasonable effort to give the Customer prior notice.  In the event that
     the Customer does not provide to AT&T within five (5) business days of
     the temporary restriction of service acceptable proof that said violation
     of Paragraph 4.E.3. has ceased and that appropriate measures have been
     taken to prevent its recurrence, AT&T may immediately and without further
     notice terminate service.

In addition to the remedies set forth in Sections 4.F., above, AT&T may, on
ten days written notice by certified U.S. Mail to the Customer, deny requests
for additional Service.  If AT&T does not deny or restrict the Service
involved as permitted in this Section 4.F., and the Customer non-compliance
continues, AT&T shall retain the right to deny or restrict Service without
further notice.

4.G. ACCESS TO CUSTOMER'S PREMISES - The Customer is responsible for
     -----------------------------
arranging premises access at any reasonable time so that AT&T personnel may
install, repair, maintain, inspect or remove Service components.  Premises
access must be made available at a time mutually agreeable to the Customer and
AT&T.

4.H. DUTY TO INDEMNIFY AND DEFEND.  Customer shall indemnify, defend, and
     ----------------------------
hold harmless AT&T and its directors, officers, employees, agents, parent,
subsidiaries,
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<PAGE>
successors, and assigns from all claims, damages and expenses (including
reasonable attorneys' fees) arising out of or resulting from, in whole or in
part, the acts or omissions of Customer or its End-Users, their employees,
agents or contractors affiliated companies and their employees, agents or
contractors, including but not limited to claims for libel, slander, invasion
of privacy, or infringement of copyright arising from any communication and
claims for patent infringement arising from combining or using furnished by
AT&T in connection with facilities or equipment furnished by others.  Customer
shall also indemnify, defend and hold AT&T harmless for all causes of action,
claims, liabilities or expenses asserted or incurred by any of Customer's
Users or End-Users arising out of any failure, breakdown, or interruption of
service provided to Customer by AT&T or to End-Users by Customer.  Customer
shall indemnify, defend and hold AT&T harmless for all causes of action,
claims, liabilities or expenses asserted or incurred by Customer's End-Users
due to Customer's marketing efforts, including but not limited to Customer's
violation of laws and regulations applicable to the authorization and proof of
authorization necessary to convert an End-User's former service to Customer's
service as the End-User's Primary Interexchange Carrier.  AT&T shall be
indemnified, defended, and held harmless by the Customer, Users and End-Users
against all claims, losses, or damages by any person relating to such Service
when used in an explosive atmosphere.

4.I. LOSS.  The Customer is liable to AT&T for the replacement cost of
     ----
AT&T-provided equipment installed at the Customer's premises in the event of
loss of said equipment for any reason, including but not limited to theft.
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Customer's Initial                                               AT&T Initials

<PAGE>
SECTION 5:  SERVICES AND SERVICE DESCRIPTIONS
            ---------------------------------

5.A. DOMESTIC INTERSTATE SERVICES.  The following domestic interstate
     ----------------------------
services are provide pursuant to this Agreement.  The AT&T ACCUNET T1.5
Service - Carrier Services and AT&T ACCUNET T45 Services - Carrier Services
are provided pursuant to this Agreement when used in connection with Carrier
Services.  Carrier Services are IOCs provided under this Agreement which must
terminate in an IXC Switch.  An IXC Switch is a telecommunications switch with
the following characteristics:  (a) it is owned and operated by the Customer;
(b) it has the capability to be used for the transmission of calls that are
routed by a Local Exchange Carrier to the IXC Switch using Feature Group D
access; (c) it is capable of interconnecting circuits or transferring calling
between circuits; (d) it has a capacity of at least 100,000 access lines; and
(e) it is used by Customer to provide Common Carriage service to end-users.

     5.A.1.  AT&T Private Line Services (as described and defined in AT&T
Tariff F.C.C. No. 9, as amended from time to time) consisting of:

          a)     AT&T ACCUNET T1.5 Service - Carrier Services (switch based)
          b)     AT&T ACCUNET T45 Service - Carrier Services (switch based)
          c)     Associated Function Connections, M-28 Multiplexing Office
                 Functions, Enhanced Diversity Routing and Avoidance, Echo
                 Canceling, and Specified Routing and Avoidance.

     5.A.2.  AT&T Local Channel Services (as described and defined in AT&T
Tariff F.C.C. No. 11, as amended from time to time) consisting of:

          a)     AT&T TERRESTRIAL 1.544 Mbps Local Channel Services
          b)     AT&T TERRESTRIAL 45 Mbps Local Channel Services

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                          CONFIDENTIAL AND PROPRIETARY
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Customer's Initial                                               AT&T Initials

<PAGE>
SECTION 6:  SERVICE RATES, TERMS AND CONDITIONS
            -----------------------------------

6.A. SERVICE TERM.  The term of this Agreement is 36 months beginning with
     ------------
the first day of the first full billing month or on the first day of the first
full billing month within 30 days of the customer's initial service date
(CISD) for the Services provided under this Agreement; there is no renewal
option.

6.B. MINIMUM VOLUME COMMITMENTS.  Beginning in the tenth (10th) month
     --------------------------
following the CISD, the undiscounted MINIMUM MONTHLY REVENUE COMMITMENT (MMRC)
for the AT&T Services provided under this Contract is $1,000,000 per month,
which will be satisfied by undiscounted recurring charges for the service
components as described in Section 5.  If in any month the Customer fails to
meet the MMRC, the Customer will be billed $1,000,000.

6.C. USAGE RATES.  The Contract Prices for the services provided pursuant
     -----------
to this Agreement are as follows:

     6.C.1.     The monthly rates for Access Connections and Function
Connections are included in the rates for the IOCs provided under this
contract.

     6.C.2.     M-28 Multiplexing Office Function:  $500 per month, when
connected to a T45 IOC or one or more T1.5 IOC.

     6.C.3.     Enhanced Diversity Routing

Enhanced Diversity Routing  Monthly Charge  Non-recurring Installation Charge
--------------------------  --------------  ---------------------------------
T1.5 IOC                     $125.00        $400.00
T45 IOC                      $1,000.00      $1,000.00

     6.C.4.     Specified Routing and Avoidance

Specified Routing                                 Non-recurring
  and Avoidance            Monthly Charge       Installation Charge
-----------------          --------------       -------------------
T1.5 IOC              $3.30 per route mile          $400.00
                       in excess of air mile
T45 IOC               $42.00 per route mile         $1,000.000
                       in excess of air mile

     6.C.5.     Echo Canceling: Echo Canceling for T1.5 IOCs at a charge of
$150.00 per IOC per month.
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     6.C.6.  Access Coordination Function:  Rates are as specified in AT&T
F.C.C. Tariff No. 11, as amended from time to time.

     6.C.7.  The Contract Price for T45 Interoffice Channels shall be
$5,800.00 per month, if the length of the IOC is less than or equal to 100
miles.

     6.C.8.  The Contract Price for T45 Interoffice Channels shall be
$1,600.00 plus $42.00 per mile, if the length of the IOC is greater than 100
miles.

     6.C.9.  The Contract Price for T1.5 Interoffice Channels shall be $450.00
per month, if the length of the IOC is less than or equal to 100 miles.

     6.C.10.  The Contract Price for T1.5 Interoffice Channels shall be
$120.00 plus $3.30 per mile, if the length of the IOC is greater than 100
miles.

     6.C.11.  Notwithstanding 6.C.8., above, Customer may within 30 days of
CISD order up to eight (8) T45 IOCs with mileage less than 100 miles each, for
a fixed price of $3,600.00 per month each.  Each circuit must remain in
service for the remainder of the contract term.  These circuits must be
installed within six months of CISD.  If customer disconnects any of these
IOCs prior to the end of the Contract term, he will be billed $2,200.00 times
the number of months installed.  Other discounts, promotions, and other
waivers as described in 6.D.1. and 6.E.4. apply to these circuits.

6.D.     DISCOUNTS.  Discounts applicable to the services provided pursuant to
         ---------
this Agreement are as follows:

     6.D.1.  The Customer will receive a discount of 24% on T1.5 or T45
Interoffice Channels.

     6.D.2.  The Customer will receive discounts on other services provided in
this contract as follows:  Enhanced Diversity Routing, Specified Routing and
Avoidance, M28 Multiplexing, each receive 18% discount.  No discounts are
given for Echo Canceling.

6.E. ADDITIONAL DISCOUNTS, CREDITS, WAIVERS.
     --------------------------------------

     6.E.1.  AT&T will provide the Customer the following waivers for the term
of the contract as specified below.  The total combined amount of the credits
under Section 6.E. may not exceed a total of $3,000,000 for the Service Term.

     6.E.2.  AT&T will waive the Nonrecurring Installation charges for AT&T
Terrestrial 1.544 Mbps Local Channels, associated ACCUNET T1.5 Service Access
Connections, and Access Coordination Functions (ACF), provided:  (1) service
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components are installed on or after CISD; (2) service components have not
been disconnected and reconnected after the CISD; (3) service components have
not previously been provided by AT&T, that is, service components provided by
another service provider or new growth, and (4) service components remain in
service for at least 24 months.  If the Customer disconnects service
components before the end of 24 months of service, the Customer will be billed
for the waived and/or reimbursed charges.

     6.E.3.  AT&T will waive the recurring charges for each new Interoffice
Channel (IOC) for ACCUNET T45 Service for three months provided that such new
service components:  (1) are ordered and installed on or after the CISD; (2)
have not been disconnected in the 6 months prior to CISD and reconnected after
the CISD; (3) have not previously been provided by AT&T in the 6 months prior
to CISD, that is, service components provided by another Interexchange CARRIER
or new growth; and (4) remain in service for at least 12 months.  If a service
component is disconnected for any reason prior to the 12-month period, the
Customer will be billed for the amount of the waived recurring charges at the
time of disconnect.

     6.E.4.  AT&T will waive the recurring charges for each new Interoffice
Channel (IOC) for ACCUNET T1.5 Service for one month provided that such new
service components:  (1) are ordered and installed on or after the CISD; (2)
have not been disconnected in the 6 months prior to CISD and reconnected after
the CISD; (3) have not previously been provided by AT&T in the 6 months prior
to CISD, that is, service components provided by another Interexchange Carrier
or new growth, (4) have a length of at least 100 miles, and (5) remain in
service for at least 12 months.  If a service component is disconnected for
any reason prior to the 12-month period, the Customer will be billed for the
amount of the waived recurring charges at the time of disconnect.

     6.E.5.  AT&T will provide a credit of $19,000 to the Customer each month,
provided that AT&T has not extended its Points-of-Presence ("POPs") to
Customer's POPs in Ft. Lauderdale, Chattanooga, Washington, D.C., New York,
Davenport, Austin, and Las Vegas.  Credits will cease at such time as AT&T has
extended its POPs to Customer's POPs in at least three (3) of the seven cities
listed.  If Customer discontinues the Contract as described in 6.H, Customer
will be rebilled all credits at the time of discontinuance.

     6.E.6.  AT&T will provide a credit of $161,200 in the third month
following CISD.  If Customer discontinues this Contract as described in 6.H,
Customer will be rebilled the credit at time of discontinuance.

     6.E.7.  Customer is currently receiving service under a Contract Tariff
14 arrangement.  AT&T will provide a credit up to $1,050,000 for shortfall
charges, as required, to convert service under the CT14 arrangement to this
Agreement vehicle.  This
                                        19
                          CONFIDENTIAL AND PROPRIETARY
                                     between
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Customer's Initial                                               AT&T Initials

<PAGE>
credit will be made based on conversion of all service being provided under
the current CT14 arrangement.  Customer will not be rebilled the credit for
early termination.

     6.E.8.  AT&T will provide Customer a waiver of one month's discounted
recurring IOC charge for the IOCs ordered under this Contract, which are not
provisioned within 60 days of the initial due date for such IOC.

     IOCs qualifying for this credit shall receive the waiver in the third
month following implementation.

     No more than one IOC between any city-pair may qualify for this waiver
during each 12 months following CISD.  No more than six IOCs may qualify
during each 12 months following CISD.

6.F. CLASSIFICATION, PRACTICES AND REGULATIONS.  Except as otherwise
     -----------------------------------------
provided in this Agreement, the terms, conditions, regulations and charges for
AT&T Services as set forth in AT&T Tariff F.C.C. No. 9; and for AT&T Services
as set forth in AT&T Tariff F.C.C. No. 11 apply, as these tariffs may be
amended from time to time.

6.H. DISCONTINUANCE WITHOUT TERMINATION LIABILITY.  The Customer may
     --------------------------------------------
discontinue this Agreement without incurring a Termination Charge as defined
in Paragraph 6.I., below, prior to the end of the Agreement Term, under the
following provisions:

     6.H.1.  The Customer replaces this Agreement with another AT&T Carrier
Agreement for AT&T Tariff F.C.C. Nos. 9 or 11 or equivalent Services with a
revenue commitment for such services which is equal or greater than the
revenue commitment for such services in this AT&T Carrier Agreement, and with
a term equal to or greater than the remaining terms of this AT&T Carrier
Agreement, but in no event less than 2 years.

     6.H.2.  The following conditions are met:  (a) at least 24 months have
expired in the contract term; (b) cumulative undiscounted billing for the full
term of the Agreement equals or exceeds $36,000,000; and (c) the Customer
notifies AT&T in writing thirty days prior to such discontinuance of the
Customer's intent to discontinue this Agreement.

     6.H.3.  The following conditions are met:  (a) in the Customer's sole
discretion, AT&T does not provide a suitable interconnection between the AT&T
network and the Customer's network by the end of the third month of the term
of the Agreement, and (b) the Customer notifies AT&T in writing prior to the
end of the fourth month of the term of the Agreement of the Customer's intent
to discontinue this Agreement, which discontinuance shall be effective within
thirty days after the date of such notice.
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                          CONFIDENTIAL AND PROPRIETARY
                                     between
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Customer's Initial                                               AT&T Initials
<PAGE>
6.I. TERMINATION CHARGE FOR DISCONTINUANCE PRIOR TO END OF AGREEMENT TERM.
     --------------------------------------------------------------------
If the Customer discontinues this Agreement for any reason other than
specified above, or if AT&T terminates this Agreement or the service provided
pursuant to this Agreement due to Customer's breach of this Agreement, prior
to the expiration of the Agreement Term, the Customer will be billed for and
shall pay within 30 days a Termination Charge.  If the Agreement is terminated
during the first year, the Termination Charges for AT&T Services will be an
amount equal to 100% of the MMRC times the number of months remaining in the
Service Term.  If the Agreement is terminated during year two 92) or three
(3), the Termination Charges for AT&T Services will be an amount equal to 80%
of the MMRC times the number of months remaining in the Service Term.




                                        21
                          CONFIDENTIAL AND PROPRIETARY
                                     between
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Customer's Initial                                               AT&T Initials