------------------------------------------------------------------------






                             NETWORK PURCHASE AGREEMENT


                             dated as of March 11, 1997



                                      between



                                     ADVANTIS



                                        and



                            TELCO NETWORK SERVICES, INC.





     ------------------------------------------------------------------------




<PAGE>


                                     ARTICLE I

                                   Defined Terms
                                   -------------

     1.01.  Defined Terms................................................  1
     1.02.  Other Definitions............................................  6
     1.03.  Terms Generally..............................................  7

                                     ARTICLE II

                                  Purchase and Sale
                                  -----------------

     2.01.  Purchase and Sale............................................  7
     2.02.  Delivery of Certificates and Other
             Instruments of Transfer.....................................  8
     2.03.  Purchase Price...............................................  8
     2.04.  The Closing..................................................  9
     2.05.  Third-Party Consents.........................................  9
     2.06.  Further Assurances........................................... 10
     2.07.  Risk of Loss................................................. 10

                                    ARTICLE III

                       Assumption of Certain Liabilities
                       ---------------------------------

     3.01.  Assumed Liabilities.......................................... 10
     3.02.  Liabilities Not Assumed...................................... 11

                                    ARTICLE IV

                    Representations and Warranties of Seller
                    ----------------------------------------

     4.01.  Organization................................................. 11
     4.02.  Authority.................................................... 11
     4.03.  Real Property and Improvements............................... 12
     4.04.  Personal Property............................................ 14
     4.05.  Intellectual Property Rights................................. 14
     4.06.  Contracts.................................................... 15
     4.07.  Litigation................................................... 15
     4.08.  Compliance with Laws......................................... 15
     4.09.  Sole Rights to Network....................................... 15
     4.10.  Licenses and Permits......................................... 16
     4.11.  FCC Compliance............................................... 16
     4.12.  Environmental Matters........................................ 17
     4.13.  Adequacy..................................................... 18

<PAGE>


     4.14.  No Brokers................................................... 19
     4.15.  Disclosure................................................... 19
     4.16.  Qwest Dedicated Capacity..................................... 19

                                      ARTICLE V

                     Representations and Warranties of Purchaser
                     -------------------------------------------

     5.01.  Organization................................................. 20
     5.02.  Authority.................................................... 20
     5.03.  No Brokers................................................... 21
     5.04.  Ownership of Purchaser....................................... 21
     5.05.  Financial Capability......................................... 21
     5.06.  Limitation of Representations................................ 21
     5.07.  Completion of Due Diligence.................................. 21

                                    ARTICLE VI

                         Further Covenants and Agreements
                         --------------------------------

     6.01.  Conduct of Business.......................................... 22
     6.02.  HSR Filing; Other Consents................................... 23
     6.03.  Access....................................................... 24
     6.04.  Satisfaction of Closing Conditions........................... 24
     6.05.  No Inconsistent Position..................................... 24
     6.06.  Retention of Tax Liabilities................................. 24
     6.07.  Post-Closing Services and Facilities......................... 25
     6.08.  Transition Arrangements...................................... 25
     6.09.  Notice of Assignment......................................... 25

                                     ARTICLE VII

                    Conditions Precedent to Obligations of Purchaser
                    ------------------------------------------------

     7.01.  Performance.................................................. 26
     7.02.  Authorization, Execution and Delivery of
              Operative Agreements....................................... 26
     7.03.  No Default................................................... 26
     7.04.  Consents, etc.; Burdensome Conditions........................ 27
     7.05.  Governmental Rules........................................... 27
     7.06.  Standard Closing Documents................................... 28
     7.07.  Representations and Warranties............................... 28
     7.08.  Opinion of Counsel........................................... 28
     7.09.  No Material Adverse Change................................... 29
     7.10.  Schedules.................................................... 29
     7.11.  Estoppel Certificates........................................ 29

<PAGE>


     7.12.  Proceedings.................................................. 29

                                 ARTICLE VIII

                 Conditions Precedent to Obligations of Seller
                 ---------------------------------------------

     8.01.  Performance.................................................. 30
     8.02.  Authorization, Execution and Delivery of
               Operative Agreements...................................... 30
     8.03.  No Default................................................... 30
     8.04.  Consents, etc.; Burdensome Conditions........................ 30
     8.05.  Governmental Rules........................................... 31
     8.06.  Standard Closing Documents................................... 31
     8.07.  Representations and Warranties............................... 32
     8.08.  Opinion of Counsel........................................... 32
     8.09.  Proceedings.................................................. 32

                                  ARTICLE IX

                          Survival and Indemnification
                          ----------------------------

     9.01.  Survival of Representations.................................. 33
     9.02.  Indemnification by Seller and Purchaser...................... 33
     9.03.  Notice, etc.................................................. 35
     9.04.  Reimbursement of Costs....................................... 35
     9.05.  Time Limitations............................................. 36
     9.06.  No Consequential Damages..................................... 36
     9.07.  Limitation on Remedies....................................... 36

                                   ARTICLE X

                               Employment Matters
                               ------------------

     10.01.  Offers of Employment........................................ 37
     10.02.  Payments by Seller.......................................... 37
     10.03.  Nonsolicitation............................................. 38
     10.04.  Contracting Arrangements for Employees...................... 38

                                  ARTICLE XI

                                 Termination
                                 -----------

     11.01.  Termination of Agreement.................................... 39


<PAGE>


                                ARTICLE XII

                               Miscellaneous
                               -------------

     12.01.  Expenses.................................................... 41
     12.02.  Waiver of Jury Trial........................................ 41
     12.03.  Information for Tax Returns................................. 41
     12.04.  Amendments and Waivers...................................... 42
     12.05.  Transferability............................................. 42
     12.06.  Nonrecourse................................................. 43
     12.07.  Notices..................................................... 43
     12.08.  Remedies.................................................... 44
     12.09.  Applicable Law.............................................. 45
     12.10.  Jurisdiction; Consent to Service of
                 Process................................................. 45
     12.11.  Severability................................................ 46
     12.12.  Section Headings............................................ 46
     12.13.  Counterparts................................................ 46
     12.14.  Publicity................................................... 47
     12.15.  Entire Agreement............................................ 47


<PAGE>


                                  SCHEDULES


     Schedule 1.01(a)                        Excluded Assets
     Schedule 1.01(b)                        Permitted Liens
     Schedule 3.01(a)                        Assumed Contracts
     Schedule 3.01(b)                        Other Assumed Liabilities
     Schedule 4.03                           Exceptions to Real Property
                                                and Improvements
     Schedule 4.04                           Exceptions to Personal
                                                Property
     Schedule 4.05                           Exceptions to Intellectual
                                                Property Rights
     Schedule 4.06                           Exceptions to Contracts
     Schedule 4.07                           Litigation
     Schedule 4.08                           Exceptions to Compliance with
                                                 Laws
     Schedule 4.09                           Shared Facilities
     Schedule 4.10                           Exceptions to License and
                                                 Permit Applications
     Schedule 4.11                           FCC Compliance
     Schedule 10.01                          Voice Network Employees


                              EXHIBITS

     Exhibit A                               Assets, Network
                                             Part I--Real Property
                                             Part II--Personal Property
                                             Part III--Intellectual Property
                                             Rights
                                             Part IV--Contracts
                                             Part V--Capacity
                                             Part VI--Leased Circuits

     Exhibit B                               Transition Plan

     Exhibit C                               Opinion of Counsel for Seller

     Exhibit D                               Form of Estoppel Certificate

     Exhibit E                               Opinion of Counsel for Purchaser

     Exhibit F                               Telco Flex Capacity
<PAGE>


                    NETWORK PURCHASE AGREEMENT dated as of
               March 11, 1997 (this "Agreement"), between
               ADVANTIS, a New York general partnership
               ("Seller"), and TELCO NETWORK SERVICES, INC., a
               Nevada corporation ("Purchaser").


               Purchaser desires to purchase and accept from Seller certain
     assets, properties and other rights of Seller constituting a
     telecommunications network, upon the terms and subject to the terms and
     conditions set forth in this Agreement.  Seller desires to sell and
     assign such assets, properties and other rights to Purchaser.


               NOW, THEREFORE, in consideration of the premises and the
     respective agreements hereinafter set forth, the parties hereto agree as
     follows:


                                    ARTICLE I

                                 DEFINED TERMS
                                 -------------

               1.01.  DEFINED TERMS.  The following terms, not defined
                      -------------
     elsewhere in this Agreement, shall have the following meanings:

               "ASSETS" shall mean all the assets, properties, easements,
     Intellectual Property Rights, permits, licenses and other Contract
     rights of Seller listed on Exhibit A, including the Dedicated Capacity
     and the Qwest Dedicated Capacity, comprising the Network as it is
     operated on the date of execution of this Agreement and on the Closing
     Date but in any event excluding the Excluded Assets.

               "BURDENSOME CONDITION" shall mean any action taken, or
     credibly threatened, by or before any Governmental Authority or other
     Person to challenge the legality of a matter, including (i) the pendency
     of a governmental investigation (formal or informal), (ii) the
     institution of any litigation, or the threat thereof, (A) seeking to
     restrain, enjoin or prohibit the consummation of such matter, to place
     any materially adverse condition or limitation upon such consummation or
     to invalidate, suspend or require modification of any material provision
     of any Operative Agreement or (B) challenging the acquisition of the
          Network or (iii) the issuance of any temporary
<PAGE>


     restraining order or any preliminary or final injunction having any of
     the consequences described in clause (ii) or the issuance of any
     subpoena, civil investigative demand or other request for documents or
     information that is unreasonably burdensome in the reasonable judgment
     of the applicable party.

               "CAPACITY AGREEMENT" shall mean the Capacity Exchange and
     Purchase Agreement dated as of  March 14, 1991, as amended to date,
     between SP, Qwest and MCI, including the MCI Letter Amendment.

               "CONDUIT SALE AGREEMENT" shall mean the Agreement for Sale of
     Installed Conduit System dated March 14, 1991, between Qwest and MCI, as
     amended to date.

               "CONFIDENTIALITY AGREEMENT" shall mean the Agreement for the
     Exchange of Confidential Information dated December 4, 1996, between
     Seller and Purchaser.

               "CONSENT" shall mean consent, authorization, approval,
     permission or waiver.

               "CONTRACT" shall mean any contract, indenture, mortgage,
     lease, license, deed, agreement or other legally binding arrangement or
     understanding, whether written or oral, express or implied.

               "DEDICATED CAPACITY" shall mean the telecommunications
     capacity identified on Part V of Exhibit A provided by MCI to Seller
     pursuant to the MCI Easement, the Capacity Agreement and the Conduit
     Sale Agreement.

               "D&RGW" shall mean Denver and Rio Grande Western Railroad
     Company, a Delaware corporation.

               "EXCLUDED ASSETS" shall mean the assets, properties and rights
     listed and briefly described in Schedule 1.01(a).

               "EXCLUDED LIABILITIES" shall mean all liabilities, obligations
     and other commitments of Seller and its affiliates other than the
     Assumed Liabilities.

               "GOVERNMENTAL ACTION" shall mean any authorization, consent,
     approval, order, waiver, exception, variance, franchise, permission,
          permit or license of, or
<PAGE>


     any registration, filing or declaration with, by or in respect of, any
     Governmental Authority.

               "GOVERNMENTAL AUTHORITY" shall mean any court, administrative
     agency or commission or other governmental agency or instrumentality,
     domestic or foreign, of competent jurisdiction.

               "GOVERNMENTAL RULE" shall mean any statute, law, treaty, rule,
     code, ordinance, regulation, license, permit, certificate or order of
     any Governmental Authority or any judgment, decree, injunction, writ,
     order or like action of any court or other judicial or quasijudicial
     tribunal.

               "GUARANTEE" shall mean the guarantee by Telco of Purchaser's
     obligations hereunder.

               "INTELLECTUAL PROPERTY RIGHTS" shall mean intellectual
     property, including patents, patent applications, patent rights,
     trademarks, trademark registrations, trademark applications, licenses,
     service marks, business marks, brand names, trade names, all other names
     and slogans embodying business or product goodwill (or both), copyright
     registrations, mask works, copyrights (including copyrights in computer
     programs, software, including all source code and object code,
     development documentation, programming tools, drawings, specifications
     and data), rights in designs, trade secrets, technology, inventions,
     discoveries and improvements, know-how, proprietary rights, formulae,
     processes, technical information, confidential and proprietary
     information, and all other intellectual property rights, whether or not
     subject to statutory registration or protection.

               "LIEN" shall mean, with respect to any asset, (a) any
     mortgage, deed of trust, lien, pledge, encumbrance, charge or security
     interest in or on such asset and (b) the interest of a vendor or a
     lessor under any conditional sale agreement, capital lease or title
     retention agreement relating to such asset.

               Any reference to any event, change or effect being "MATERIAL"
     with respect to any Person means an event, change or effect which is or,
     insofar as reasonably can be foreseen, in the future will be material to
     the condition (financial or otherwise), properties, assets, liabilities,
     earnings, capitalization, shareholders' equity, licenses or franchises,
     businesses or operation of such Person.

<PAGE>


               "MCI" shall mean MCI Telecommunications Corporation, a
     Delaware corporation.

               "MCI EASEMENT" shall mean the Easement Agreement originally
     entered into as of November 9, 1987, as amended to date, by and among
     SP, D&RGW, Qwest, Seller and MCI, including any Severance Agreement
     entered into pursuant to Article XV thereof and the MCI Letter
     Amendment.

               "MCI LETTER AMENDMENT" shall mean the Tenth Amendment to the
     MCI Easement dated November 4, 1993 among SP, D&RGW, Qwest, Seller and
     MCI.

               "NETWORK" shall mean the telecommunications network of Seller
     consisting of the Assets listed on Exhibit A.

               "OPERATIVE AGREEMENTS" shall mean this Agreement, the
     Guarantee, the Real Property Contracts, the Qwest Release Agreement, the
     Qwest Service Agreement and the license of certain Scheduled
     Intellectual Property referred to in Section 4.05.

               "PERMITTED LIENS" shall mean (i) mechanics', carriers',
     workmen's, repairmen's or other like Liens arising from or incurred in
     the ordinary course of business and securing obligations which are not
     due or which are being contested in good faith (which contested Liens
     are disclosed on Schedule 1.01(b)); (ii) Liens for Taxes which are not
     due and payable or which may thereafter be paid without penalty or which
     are being contested in good faith (which contested Liens are disclosed
     on Schedule 1.01(b)); (iii) with respect to the Real Property, the
     interests of the applicable head lessors, Qwest and Seller under the
     leases, subleases, subsubleases and assignments included in the Real
     Property Contracts or relating thereto and the liens permitted
     thereunder, (iv) other imperfections of title or encumbrances, if any,
     which imperfections of title or other encumbrances do not individually
     or in the aggregate materially impair the continued use of the assets to
     which they relate in connection with the operation of the Network by
     Purchaser; and (v) the Liens described in Schedule 1.01(b).

               "PERSON" shall mean any individual, firm, corporation, limited
     liability company, partnership, trust, joint venture, Governmental
          Authority or other entity, and
<PAGE>


     shall include any successor (by merger or otherwise) of such entity.

               "QWEST"  shall mean Qwest Communications Corporation, formerly
     Southern Pacific Telecommunications Company, a Delaware corporation.

               "QWEST AGREEMENT" shall mean the Amended and Restated Asset
     and Stock Purchase Agreement dated as of September 10, 1993 between
     Seller, as purchaser, and Qwest, as seller.

               "QWEST DEDICATED CAPACITY" shall mean the 2,742 DS-3 miles of
     the capacity identified on Part V of Exhibit A between Los Angeles,
     California, and Sacramento, California, provided and to be provided by
     Qwest and the 18 DS-3 circuits into and out of the Dedicated Capacity in
     Sacramento, California (the MCI point of presence), and Seller's
     terminal facility located at 770 L Street in Sacramento, California, to
     be provided by Qwest pursuant to the Qwest Release Agreement.  The Qwest
     Dedicated Capacity includes six DS-3 circuits on the San Jose,
     California, to San Francisco, California, route segment which remain to
     be provided by Qwest (the "Remaining Qwest Capacity").

               "QWEST RELEASE AGREEMENT" shall mean the Termination and
     Release Agreement dated as of March 10, 1997, between Qwest and Seller
     relating, among other matters, to the termination of certain provisions
     of the Qwest Agreement.

               "QWEST SERVICE AGREEMENT" shall mean the Service Agreement
     dated as of March 10, 1997, between Qwest and Seller relating to the
     provision by Qwest of the Qwest Dedicated Capacity.

               "REAL PROPERTY CONTRACTS" shall mean the subleases,
     subsubleases, assignments of subleases and consents related to interests
     in real property contemplated hereunder to be transferred to Purchaser
     to be entered into by Purchaser and Seller at the Closing.

               "REASONABLE COMMERCIAL EFFORTS", when required in connection
     with a covenant of a party to this Agreement, shall not, except as
     otherwise specifically required by the operative covenant, obligate such
     party to make any unreimbursed expenditures other than routine
     administrative costs and expenditures that would have been required of
          such
<PAGE>


     party in the absence of the actions required by such covenant.

               "RELATED EMPLOYEES" shall mean the employees of Seller who are
     primarily engaged in the maintenance and operation of the Network and
     use of the Assets.

               "SP" shall mean Southern Pacific Transportation Company, a
     Delaware corporation.

               "SP AGREEMENT" shall mean the Agreement dated November 5,
     1993, among SP, D&RGW, Qwest and Seller.

               "TAX" or "TAXES" shall mean any and all taxes, imposts,
     duties, levies, charges, withholdings, fees or excises imposed by any
     Governmental Authority, including any gross, adjusted gross or net
     income tax, alternative or add-on minimum tax, franchise tax, gross
     receipts tax, employment-related tax (including employee withholding,
     employment, social security, workers' compensation, unemployment
     compensation and employer payroll taxes), real or personal property tax,
     tangible or intangible property tax, conveyance tax, value-added tax,
     transfer tax, gains tax, net worth tax or sales or use tax, together
     with any and all interest, penalties, additions to tax or additional
     amounts imposed with respect to any of the foregoing.

               "TELCO" shall mean Telco Communications Group, Inc., a
     Virginia corporation.

                1.02.  OTHER DEFINITIONS.  The following terms are defined in
                       -----------------
      the Sections indicated:

                    Term                         Section

          "Additional Purchase Price"            2.03(b)
          "Antitrust Division"                   6.02(a)
          "Assumed Contracts"                    3.01(a)
          "Assumed Liabilities"                  3.01
          "Claims"                               9.03
          "Closing"                              2.04
          "Closing Date"                         2.04
          "Environmental Laws"                   4.12
          "Environmental Permits"                4.12
          "FCC"                                  4.11(a)
          "FTC"                                  6.02(a)
          "Hazardous Substances"                 4.12
          "Improvements"                         4.03(b)

<PAGE>


          "Indemnitee"                           9.02(a) and (b)
          "Losses"                               9.02(a)
          "Personal Property"                    4.04
          "Purchase Price"                       2.03(a)
          "Real Property"                        4.03(a)
          "Scheduled Contracts"                  4.06
          "Scheduled Intellectual Property"      4.05
          "Telco Flex Capacity"                  2.03(b)

                1.03.  TERMS GENERALLY.  The definitions in Sections 1.01 and
                       ---------------
     1.02 shall apply equally to both the singular and plural forms of the
     terms defined.  Whenever the context may require, any pronoun shall
     include the corresponding masculine, feminine and neuter forms.  The
     words "include", "includes" and "including" shall be deemed to be
     followed by the phrase "without limitation".  All references herein to
     Articles, Sections, paragraphs, Exhibits and Schedules shall be deemed
     references to Articles, paragraphs and Sections of, and Exhibits and
     Schedules to, this Agreement unless the context shall otherwise require.
     Except as otherwise expressly provided herein, all terms of an
     accounting or financial nature shall be construed in accordance with
     generally accepted accounting principles, as in effect from time to
     time.


                                  ARTICLE II

                              PURCHASE AND SALE
                              -----------------

                2.01.  PURCHASE AND SALE.  Upon the terms and  subject to the
                       -----------------
     conditions set forth in this Agreement, Seller agrees to sell, assign,
     transfer, convey and deliver to Purchaser, and Purchaser agrees to
     purchase and accept from Seller, at the Closing, all right, title and
     interest of Seller in and to all the Assets; provided that certain
     Intellectual Property Rights included in the Assets will either be
     assigned to Purchaser or licensed to Purchaser on a nonexclusive, fully
     paid-up basis, as described in Section 4.05.  At the Closing, Purchaser
     and Seller shall also enter into the Real Property Contracts with
     respect to the terminal facilities as referred to in Part I of Exhibit A
     and Schedule 4.03 or enter into other arrangements reasonably
     satisfactory to Purchaser with respect to such terminal facilities or
     substantially equivalent facilities.  Seller's retained interest in such
     terminal facilities as set forth in the Real Estate Contracts will not
     be included in the Assets.

<PAGE>


                2.02.  DELIVERY OF CERTIFICATES AND OTHER INSTRUMENTS OF
                       -------------------------------------------------
     TRANSFER.  On the Closing Date, Seller shall deliver to Purchaser (a)
     --------
     such specific assignments, bills of sale, endorsements, leases,
     subleases, subsubleases and other good and sufficient instruments of
     conveyance and transfer as shall be effective to vest in Purchaser all
     Seller's interest in all the Assets subject to the provisions respecting
     Intellectual Property Rights and terminal facilities in Section 2.01 and
     (b) copies of all general, financial and accounting records pertaining
     to the Assets or the Network, records relating to Intellectual Property
     Rights being transferred and other data used in connection with or
     pertaining to the ownership, maintenance and operation of the Network
     (but excluding Seller's specific customer records and other similar
     materials pertaining to business activities of Seller that are not
     necessary to the ownership, operation and maintenance of the Network).

                2.03.  PURCHASE PRICE.   (a)  In consideration of the
                       --------------
     transfer to Purchaser of the Assets, Purchaser shall pay to Seller as
     the purchase price the sum of $170,000,000 (the "Purchase Price"),
     payable to Seller at the Closing by wire transfer of immediately
     available funds to an account designated by Seller.  Purchaser and
     Seller shall use commercially reasonable efforts to agree upon an
     allocation of the Purchase Price among the Assets prior to the Closing.

               (b)  In addition to the payment of the Purchase Price,
     Purchaser shall pay to Seller as additional consideration the sum of
     $5,000,000 (the "Additional Purchase Price") if, no later than 30 months
     after the Closing, MCI has reconfigured Dedicated Capacity set forth in
     Attachment 2 to Part V of Exhibit A (Flex Capacity-MCI) to at least 80%
     of the city pairs (i.e., at least 57 of the 71 city pairs) identified on
     Exhibit F (the "Telco Flex Capacity").  In determining whether a
     reconfiguration counts in meeting the 80% test, the full DS-3
     requirement on Exhibit F for that city pair must be met (e.g., in the
     case of Washington-Baltimore 2DS-3s and in the case of
Washington-Charleston 1 DS-3)
but any existing Dedicated Capacity set forth in such
     Attachment 2 will be deemed as reconfigured (e.g., in the case of New
     York-Philadelphia the 3 DS-3s required would include those currently
     provided).  The Additional Purchase Price will be payable on the date 30
     months following the Closing Date by wire transfer of immediately
     available funds to an account designated by Seller.  Purchaser and
          Seller will each use reasonable
<PAGE>


     commercial efforts to cause MCI to agree to the reconfiguration of the
     required Dedicated Capacity set forth in such Attachment 2 to Telco Flex
     Capacity by no later than 30 months following the Closing Date, and
     Purchaser will take all action required under the Capacity Agreement,
     including giving notices to MCI and providing any demand forecasts as
     promptly as possible, to obtain reconfiguration to the Telco Flex
     Capacity on a timely basis.

                2.04.  THE CLOSING.  Upon the terms and subject to the
                       -----------
     conditions set forth in this Agreement, the acquisition by Purchaser of
     the Assets (herein called the "Closing") shall take place at 10:00 a.m.,
     Chicago time, at 231 North Martingale Road, Schaumburg, Illinois, on the
     later of the thirtieth calendar day following the date this Agreement is
     executed and the third business day following the expiration or early
     termination of all waiting periods under the HSR Act and the
     satisfaction or waiver of the other conditions set forth in Articles VII
     and VIII hereof, or at such other time, date and place as the parties
     shall agree upon (the date of the Closing being herein referred to as
     the "Closing Date").

                 2.05.  THIRD-PARTY CONSENTS.  To the extent that any Assumed
                        --------------------
     Contract or Intellectual Property Rights for which assignment or license
     to Purchaser is provided for herein is not assignable or licenseable
     without the consent of another party, this Agreement and any other
     Operative Agreement shall not constitute an assignment or license or an
     attempted assignment or license thereof if such assignment or license or
     attempted assignment or license would constitute a breach thereof.
     Seller agrees to use reasonable commercial efforts to obtain the consent
     of such other party to the assignment or license of any such Assumed
     Contract or Intellectual Property Rights to Purchaser and any consent
     required by Seller for the entry into of any Real Property Contract in
     all cases in which such consent is or may be required therefor;
     provided, however, Seller shall not be obligated to make any
     unreimbursed expenditures in connection therewith (other than routine
     administrative costs and any expenditures that would be required in
     respect of any period ending on or prior to the Closing Date pursuant to
     the terms of such Assumed Contracts or Intellectual Property Rights in
     the absence of such assignment or license).  If any such consent shall
     not be obtained, Seller agrees to cooperate with Purchaser in any
     reasonable arrangement designed to provide for Purchaser the benefits
          intended to be assigned or licensed to Purchaser
<PAGE>


     under the relevant Assumed Contract or Intellectual Property Rights or
     created by the relevant Real Property Contract, including enforcement at
     the cost and for the account of Purchaser of any and all rights of
     Seller against the other party thereto arising out of the breach or
     cancellation thereof by such other party or otherwise.  If and to the
     extent that such arrangement cannot be made, Purchaser shall not have
     any obligation with respect to any such Assumed Contract, Intellectual
     Property Rights or Real Property Contract.  This Section 2.05 does not
     diminish or constitute a waiver or modification of Seller's
     representations and warranties as to the assignability of Contract
     rights included in the Assets or of Purchaser's right pursuant to
     Section 7.04 not to consummate the transactions contemplated by this
     Agreement.

                2.06.  FURTHER ASSURANCES.  (a)  Seller agrees to use
                       ------------------
     reasonable commercial efforts to assist Purchaser in connection with the
     reissuance or transfer to Purchaser of all permits or other Consents of
     Governmental Authorities necessary for Purchaser's maintenance,
     operation and use of the Network and the Assets.

               (b)     From and after the Closing, upon request of Purchaser,
     Seller shall do, execute, acknowledge and deliver all such further acts,
     assurances, deeds, assignments, transfers, conveyances and other
     instruments and papers as may be reasonably required to sell, assign,
     transfer, license, convey and deliver to and vest in Purchaser, and
     protect Purchaser's right, title and interest in and employment of, all
     the Assets intended to be sold, assigned, transferred, licensed,
     conveyed and delivered to Purchaser pursuant to this Agreement, and as
     otherwise may be appropriate to carry out the transactions contemplated
     in this Agreement.

                2.07.  RISK OF LOSS.  Until the Closing, any loss of or
                       ------------
     damage to the Assets from fire, casualty or any other occurrence shall
     be the total responsibility of Seller.


                                 ARTICLE III

                     ASSUMPTION OF CERTAIN LIABILITIES
                     ---------------------------------

                3.01.  ASSUMED LIABILITIES. Upon the terms and subject to the
                       -------------------
     conditions of this Agreement, Purchaser hereby assumes, effective as of
          the Closing, and agrees to
<PAGE>


     pay, perform and discharge when due, and indemnify Seller against and
     hold it harmless from and after the Closing from  the following
     obligations and liabilities of Seller (herein called the "Assumed
     Liabilities"):

               (a)     all obligations and liabilities of Seller arising
     after the Closing Date under each Contract included in the Assets and
     those other Contracts referred to in Schedule 3.01(a) (collectively, the
     "ASSUMED CONTRACTS"); and

               (b)     the obligations and liabilities of Seller listed and
     briefly described in Schedule 3.01(b).

                3.02.  LIABILITIES NOT ASSUMED.  Purchaser will acquire the
                       -----------------------
     Assets free and clear of all obligations and liabilities except as
     provided in Section 3.01 or as otherwise provided in this Agreement.
     Purchaser will not assume or be responsible for as a result of such
     acquisition any other obligations or liabilities of Seller or any other
     Persons of any kind, known or unknown, accrued, contingent or otherwise,
     asserted or unasserted, including all such obligations or liabilities,
     whenever asserted, existing as of the Closing Date or arising out of
     events occurring or facts or circumstances existing as of or prior to
     the Closing Date.


                                    ARTICLE IV

                      REPRESENTATIONS AND WARRANTIES OF SELLER
                      ----------------------------------------

               Seller represents and warrants, as of the date  hereof and as
     of the Closing Date, to Purchaser as follows:

                4.01.  ORGANIZATION.  Seller is validly existing as a New
     York general partnership.  Seller is duly qualified to do business in
     each jurisdiction in which the ownership, leasing or operation of the
     Network requires such qualification except where the failure so to
     qualify would not have a material adverse effect upon the utilization of
     the Network.

                4.02.  AUTHORITY. (a) Seller has full power and authority
     under the partnership agreement pursuant to which it was created to
     execute and deliver this Agreement and the other Operative Agreements
     and instruments to be executed and delivered by Seller pursuant hereto
          and to consummate
<PAGE>


     the transactions contemplated hereby and thereby.  All partnership acts
     and other proceedings required to be taken by or on the part of Seller
     to authorize such execution, delivery and consummation have been or
     prior to the Closing will be duly and properly taken.

               (b)     This Agreement has been duly executed and delivered by
     Seller and constitutes, and such other agreements and instruments when
     duly executed and delivered by Seller will constitute, legal, valid and
     binding obligations of Seller enforceable in accordance with their
     respective terms except as enforcement may be limited by bankruptcy,
     insolvency, reorganization and other laws of general application
     relating to or affecting enforcement of creditors' rights and except
     that the availability of equitable remedies, including specific
     performance, is subject to the discretion of the court before which any
     proceeding therefor may be brought.

               (c)     The execution and delivery by Seller of this Agreement
     and the execution and delivery by Seller of such other agreements and
     instruments and the consummation by Seller of the transactions
     contemplated hereby and thereby will not in any material respect violate
     any law, or conflict with, result in any breach of, constitute a default
     (or an event which with notice or lapse of time or both would become a
     default) under, or result in the creation of a Lien on any of the Assets
     pursuant to, the partnership agreement of Seller or any indenture,
     mortgage, lease, agreement or other instrument to which Seller is a
     party or by which Seller or its properties or assets is bound.

               (d)     No Consent or other action of or filing with any
     Governmental Authority is required for the execution and delivery by
     Seller of this Agreement and the execution and delivery by Seller of
     such other agreements and instruments or the consummation by Seller of
     the transactions contemplated hereby or thereby, except for filings or
     Consents required pursuant to the HSR Act and such other Consents,
     actions or filings the lack of which individually or in the aggregate
     would not have a material adverse effect upon the Network or Seller's
     ability to consummate the transactions contemplated hereby.

                4.03.  REAL PROPERTY AND IMPROVEMENTS. (a) Part I of Exhibit
                       ------------------------------
     A contains a complete list of all real property and interests in real
     property included in the Assets as of the date of this Agreement (the
     "REAL PROPERTY").  Seller has good and insurable title in fee simple to
     the Real Property listed in Part I of Exhibit A as being owned by it, in
     each case free and clear of all Liens except for Permitted Liens and
          except as described in Schedule 4.03.  Seller
<PAGE>


     is the lessee or sublessee of each of the leasehold estates listed in
     Part I of Exhibit A as being leased or subleased by it and, except as
     set forth in Schedule 4.03, is in possession of each of the premises
     purported to be so leased or subleased and has good title to each of
     such leasehold or subleasehold estates.  Except as set forth in Schedule
     4.03, there exists no asserted claim (including any Lien for Taxes)
     which is adverse to the rights of Seller in any such leasehold or
     subleasehold estate. Each such lease or sublease pursuant to which such
     leasehold or subleasehold estate is purported to be granted is in full
     force and effect without any default by Seller thereunder and, to the
     best knowledge of Seller, without any default by any other party
     thereto.  Except as disclosed on Schedule 4.03, such leases or subleases
     are the only leases or subleases of real property to which Seller is a
     party pertaining to the Network.  Schedule 4.03 includes a list of all
     leases, subleases and other documents granting Seller's leasehold or
     subleasehold interest in the Real Property (and the applicable
     landlord's consent thereto), and true, complete and correct copies
     thereof have been made available to Purchaser for its review.  Except as
     disclosed in Schedule 4.03, each such lease or sublease pursuant to
     which Seller leases or subleases any premises pertaining to the Network
     may be assigned or subleased to Purchaser without any restriction or
     required Consent, or the necessary Consent has been obtained.

               (b)     The buildings, facilities and other improvements
     located on the Real Property (the "Improvements") are and as of the
     Closing will be in good operating condition and fit for operation in the
     usual course of business, ordinary wear and tear excepted.  The uses for
     which the Improvements are zoned do not materially restrict, or in any
     material manner impair, the use of the Improvements for purposes of the
     operation and use of the Network and the construction of the
     Improvements complies in all material respects with all applicable
     building and zoning codes, ordinances and rules.

               (c)     Except as disclosed in Schedule 4.03, there is no
     pending, or to the knowledge of Seller threatened, condemnation, eminent
     domain or similar proceeding with respect to the Real Property or the
     Improvements.

<PAGE>


                4.04.  PERSONAL PROPERTY.  Part II of Exhibit A contains a
                       -----------------
     complete list of all machinery, equipment and other personal property
     owned, leased or used by Seller included in the Assets (the "Personal
     Property").  The Personal Property is in good operating condition and
     fit for operation in the usual course of business, ordinary wear and
     tear excepted.  Except as disclosed in Schedule 4.04, Seller has good
     and marketable title to the Personal Property reflected in Part II of
     Exhibit A as being owned by it, free and clear of all Liens, except for
     Permitted Liens.  Except as disclosed on Schedule 4.04, Seller is the
     lessee of all the leasehold estates purported to be granted by the
     leases reflected on Part II of Exhibit A, and its possession thereof has
     not been disturbed, nor has any claim been asserted against Seller
     (including any Liens for Taxes) adverse to its rights in such leasehold
     estates.  Except as disclosed in Schedule 4.04, each such lease or
     agreement pursuant to which Seller leases any Personal Property may be
     assigned to Purchaser without any restriction or required Consent or the
     necessary Consent has been obtained.

                4.05.  INTELLECTUAL PROPERTY RIGHTS.  Part III of Exhibit A
                       ----------------------------
     lists all the Intellectual Property Rights owned, licensed, leased or
     otherwise used by Seller included in the Assets (the "SCHEDULED
     INTELLECTUAL PROPERTY") and whether such Intellectual Property Rights
     are owned by Seller or licensed or leased (and identifying the
     respective licensor or lessor).  Except as set forth on Schedule 4.05,
     Seller owns or has the right to use, without payment to any other
     Person, all Scheduled Intellectual Property.  Except as disclosed in
     Schedule 4.05, Seller is not obligated to pay any royalty to anyone
     under any of the Scheduled Intellectual Property and all rights of
     Seller therein and thereto are transferable to the Purchaser as herein
     contemplated without any required Consent, or the necessary Consent has
     been obtained.  Except as disclosed in Schedule 4.05, upon the
     consummation of the transactions provided for herein, Seller either will
     have assigned, to the extent permitted, to Purchaser Seller's license to
     use such Scheduled Intellectual Property (to the extent such property is
     owned by a third Person) or licensed to Purchaser on a nonexclusive,
     fully paid-up basis the Scheduled Intellectual Property (to the extent
     such property is owned by Seller).  Except as disclosed in Schedule
     4.05, Seller does not have any knowledge of, and has not given or
     received any notice of any pending conflict with, the rights of others
     with respect to any Scheduled Intellectual Property in the jurisdictions
          where the Network is located.
<PAGE>


                4.06.  CONTRACTS.  Part IV of Exhibit A contains a complete
                       ---------
     list of all Contracts included in the Assets.  Except as set forth on
     Schedule 4.06, each Contract included in the Assets (collectively, the
     "Scheduled Contracts") is in full force and effect and is a legal, valid
     and binding  agreement of Seller and, to the best knowledge of Seller,
     of each other party thereto, enforceable in accordance with its terms;
     Seller has performed or is performing all material obligations required
     to be performed by it under the Scheduled Contracts and is not (with or
     without notice or lapse of time or both) in breach or default in any
     material respect thereunder; and, to the best knowledge of Seller, no
     other party to any of the Scheduled Contracts is (with or without notice
     or lapse of time or both) in breach or default in any material respect
     thereunder. The copies of the Scheduled Contracts that have been made
     available to Purchaser for its review include all Scheduled Contracts or
     amendments thereto originally entered into by Seller and all
     documentation provided to Seller relating to Scheduled Contracts that
     were assigned to Seller pursuant to the Qwest Agreement and such copies
     are, to Seller's best knowledge, true, complete and correct.


                4.07.  LITIGATION.  Except as disclosed in Schedule 4.07,
                       ----------
     there is no action, suit, proceeding or investigation pending, or to the
     knowledge of Seller threatened, against or by Seller relating to the
     Network in any court or before any Governmental Authority or any
     arbitrator of any kind.  There is no outstanding judgment, order or
     decree of any Governmental Authority or arbitrator applicable to Seller
     which has or is likely to have an adverse effect on the maintenance,
     operation and use of the Network.

                4.08.  COMPLIANCE WITH LAWS.  Except as disclosed on Schedule
                       --------------------
     4.08, Seller has complied in all material respects with all Governmental
     Rules and licensing requirements applicable to the operation and use of
     the Network, including any thereof relating to the sale and leasing of
     telecommunications capacity.

                4.09.  SOLE RIGHTS TO NETWORK.  (a)  Except as set forth in
                       ----------------------
     Schedule 4.09, there are not any outstanding Contracts giving any Person
     any present or future right which has not been waived (for example, the
     right of first offer of MCI set forth in the Tenth Amendment) to require
     Seller to transfer to any Person any ownership or possessory interest
          in, or to grant any Lien on, any of the Assets
<PAGE>


     except pursuant to this Agreement.  Except as set forth on Schedule
     4.09, there are no shared facilities or services which are used in
     connection with the Network and with other operations of Seller.

               (b)     In each state in which any Assets are located (i)
     Seller is not engaged in the business of selling such Assets or similar
     assets and, as of the Closing Date, will not have engaged in other
     transactions in which it shall have sold, either individually or in the
     aggregate, a substantial amount of such Assets located in such state
     within the twelve months prior to the Closing Date; or (ii) such Assets
     constitute substantially all the operational assets of Seller in the
     business in which such Assets are used in such state.

                4.10.  LICENSES AND PERMITS.  (a) Seller has, or as disclosed
                       --------------------
     on Schedule 4.10 has applied for and in due course expects to receive,
     all licenses, permits and other governmental authorizations and
     approvals required for the maintenance, operation and use of the Network
     except where the failure to have such licenses and permits would not
     have a material adverse effect on Seller's ability to maintain, operate
     and use the Network.  All licenses and permits held by Seller which are
     material to the maintenance, operation and use of the Network are valid
     and in full force and effect and there are not pending or, to the
     knowledge of Seller, threatened any proceedings which could result in
     the termination or impairment of any such license or permit which
     termination or impairment would materially interfere with the
     maintenance, operation or use of the Network, as presently maintained,
     operated and used.

               (b)  To the best knowledge of Seller, the conduct of the
     business operations of Seller does not subject Seller to regulation as a
     common carrier.

                4.11.  FCC COMPLIANCE.  (a)  Except as disclosed on Schedule
                       --------------
     4.11, the Network does not include any license, permit or authorization
     issued by the Federal Communications Commission (the "FCC") or any other
     Governmental Authority, the transfer or assignment of which would
     require the approval of a Governmental Authority.

               (b)  The Network has been operated and maintained, and will
     continue to be operated and maintained prior to Closing, in full
     compliance with all Governmental Rules, including the rules and
          regulations of the FCC, except where
<PAGE>


     a failure to do so would not have a material adverse effect on the
     Network or Seller's ability to operate the Network.

                4.12.  ENVIRONMENTAL MATTERS.  To the knowledge of Seller,
                       ---------------------
     Seller is not in violation of any Environmental Laws applicable to the
     Assets, and no material Lien has been attached to any real or personal
     property of Seller included in the Assets pursuant to any Environmental
     Laws nor are there any circumstances that could reasonably give rise to
     such Lien; Seller's utilization of haulers and transporters to dispose
     of any Hazardous Substance has been in material compliance with
     Environmental Laws; there has been no disposal or release of any
     Hazardous Substance by any Person on any property which at any time was
     owned, operated or leased by Seller except in compliance with
     Environmental Laws except for such instances of noncompliance that could
     not reasonably be expected to give rise to a material adverse effect on
     the Network or the Assets or a liability to Purchaser; there are no
     sites, locations or operations included in the Assets or used in
     connection with the Network at which Seller is currently undertaking, or
     has completed, any remedial or response action relating to any such
     disposal or release as required by Environmental Laws.  Seller has
     obtained, and is in compliance with, all permits, licenses,
     authorizations, registrations and other Consents required by
     Environmental Laws from any Governmental Authority applicable to the
     Assets ("ENVIRONMENTAL PERMITS") except for such instances of
     noncompliance that could not reasonably be expected to give rise to a
     material adverse effect on the Network, and all such Environmental
     Permits are transferable to Purchaser under the circumstances presented
     by the transactions contemplated hereby.  Seller has not received
     written notice of any civil, criminal or administrative claims, actions,
     suits, hearings, investigations or proceedings pending or threatened
     that are based on any Environmental Laws applicable to the Assets.

               The term "ENVIRONMENTAL LAWS" means any federal, state,
     provincial, regional, territorial, municipal, local or foreign statute,
     code, ordinance, rule and regulation (including the requirement to
     register underground storage tanks), any permit, consent, approval and
     license issued by an environmental regulatory agency, and any judgment,
     order, writ, decree, injunction or other authorization, relating to:

               (a)     emissions, discharges, releases or threatened releases
          of Hazardous Substances into the natural
     environment, including into ambient air, soil, sediments, land surface
     or subsurface, buildings or facilities, surface water, groundwater,
     publicly-owned treatment works, septic systems or land;

               (b)     the generation, treatment, storage, disposal,
     handling, manufacturing, transportation or shipment of Hazardous
     Substances; or

               (c)     otherwise relating to the pollution or protection of
     health or safety or the environment or to solid waste handling,
     treatment or disposal.

               The term "HAZARDOUS SUBSTANCES" means those materials
     regulated by Environmental Laws, including (1) hazardous materials,
     contaminants, constituents, hazardous wastes and hazardous substances as
     those terms are defined in the following statutes and their implementing
     regulations:  the Hazardous Materials Transportation Act, 49 U.S.C.
     9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
     6901 et seq., the Comprehensive Environmental Response, Compensation and
     Liability Act, as amended by the Superfund Amendments and
     Reauthorization Act, 42 U.S.C.  9601 et seq., the Clean Water Act, 33
     U.S.C.  1251 et seq., the Toxic Substances Control Act, 15 U.S.C.
     7401 et seq., (2) petroleum, including crude oil and any fractions
     thereof; (3) natural gas, synthetic gas and any mixtures thereof, (4)
     asbestos and/or asbestos-containing material, (5) PCBs or PCB-containing
     materials or fluids in excess of 50 parts per million, (6) any other
     substance with respect to which any federal, state or local agency or
     other Governmental Authority may require either an environmental
     investigation or environmental remediation and (7) any other hazardous
     or noxious substance, material, pollutant or solid or liquid waste that
     is regulated by, or forms the basis of liability under, any
     Environmental Laws.

                4.13.  ADEQUACY.  On the Closing Date, the Network as it will
     be conveyed to Purchaser will be operational in accordance with general
     industry standards for the transmission of basic switched voice
     communications traffic in the manner presently utilized by Seller and
     will include facilities, equipment and other rights used to connect the
     Network to points of presence and local exchange carriers.  It is
     understood, however, that the Network as conveyed will not include
     certain components (such as leased lines) of the voice communications
     network presently operated by Seller, but the exclusion of such
          components will not adversely
<PAGE>


     affect the functionality of the Network to be conveyed.  If any item of
     tangible personal property listed in Part II of Exhibit A is not
     delivered to Purchaser on the Closing Date, or if Seller and Purchaser
     agree that any additional item of tangible personal property should have
     been listed in Part II of Exhibit A on the Closing Date (neither of
     whose agreement will be unreasonably withheld), Seller agrees that it
     shall provide to Purchaser either such item or an acceptable,
     substantially equivalent substitute therefor as promptly as possible.
     Nothing in this Section 4.13 shall be deemed a waiver of the rights of
     Purchaser in Article VII or IX of this Agreement.

                4.14.   NO BROKERS.  Seller has not incurred any liability
                        ----------
     for any broker's or finder's fees or commissions or similar payments in
     connection with any of the transactions contemplated by the Operative
     Agreements.

                4.15.  DISCLOSURE.  Seller has not knowingly failed to
                       ----------
     disclose to Purchaser any facts material to the Network or the Assets.
     To Seller's knowledge, no material representation or warranty by Seller
     contained in this Agreement and no material statement contained in any
     document, certificate, Exhibit or Schedule furnished or to be furnished
     by Seller or on its behalf to Purchaser or any of its representatives
     pursuant to any of the Operative Agreements or in connection with the
     transactions contemplated hereby contains or will contain any untrue
     statement of a material fact or omits or will omit to state any material
     fact necessary, in light of the circumstances under which it was made or
     will be made, in order to make the statements herein or therein not
     misleading or necessary in order to fully and fairly provide the
     information required to be provided in any such document, certificate,
     Exhibit or Schedule.

                4.16.  QWEST DEDICATED CAPACITY.  Qwest is providing the
                       ------------------------
     Qwest Dedicated Capacity (other than the Remaining Qwest Capacity) to
     Seller and is obligated to provide the Remaining Qwest Capacity to
     Seller as provided in the Qwest Release Agreement.  The Qwest Release
     Agreement is not being assigned to Purchaser except that Purchaser will
     have the benefit of certain rights thereunder.


<PAGE>


                                    ARTICLE V

                    REPRESENTATIONS AND WARRANTIES OF PURCHASER
                    -------------------------------------------

               Purchaser represents and warrants, as of the date hereof and
     as of the Closing Date, to Seller as follows:

                5.01.  ORGANIZATION.  Purchaser is a corporation duly
                       ------------
     organized, validly existing and in good standing under the laws of the
     jurisdiction of its organization.

                5.02.  AUTHORITY.  (a) Purchaser has full corporate power and
                       ---------
     authority to execute and deliver this Agreement and the other Operative
     Agreements and instruments to be executed and delivered by it pursuant
     hereto and to consummate the transactions contemplated hereby and
     thereby.  All corporate acts and other proceedings required to be taken
     by or on the part of Purchaser or its stockholders to authorize
     Purchaser to execute, deliver and perform this Agreement and such other
     agreements and instruments and to consummate the transactions
     contemplated hereby and thereby have been duly and properly taken.

               (b)     This Agreement has been duly executed and delivered by
     Purchaser and constitutes, and such other agreements and instruments
     when duly executed and delivered by Purchaser will constitute, legal,
     valid and binding obligations of Purchaser enforceable in accordance
     with their respective terms except as enforcement may be limited by
     bankruptcy, insolvency, reorganization and other laws of general
     application relating to or affecting enforcement of creditors' rights
     and except that the availability of equitable remedies, including
     specific performance, is subject to the discretion of the court before
     which any proceeding therefor may be brought.

               (c)     The execution and delivery by Purchaser of this
     Agreement and the execution and delivery by Purchaser of such other
     agreements and instruments and the consummation by Purchaser of the
     transactions contemplated hereby and thereby will not violate any law,
     or conflict with, result in any breach of, constitute a default (or an
     event which with notice or lapse of time or both would become a default)
     under, or result in the creation of a Lien on any of the properties or
          assets of Purchaser pursuant to, the certificate of incorporation or
by-laws of Purchaser
or any indenture, mortgage, lease, agreement or other
<PAGE>


     instrument to which Purchaser is a party or by which Purchaser or its
     properties or assets are bound.

               (d)     No Consent or other action of or filing with any
     Governmental Authority is required for the execution and delivery by
     Purchaser of this Agreement and the execution and delivery by Purchaser
     of such other agreements and instruments or the consummation by
     Purchaser of the transactions contemplated hereby or thereby, except for
     filings or Consents required pursuant to the HSR Act and such other
     Consents, actions or filings the lack of which individually or in the
     aggregate would not have a material adverse effect upon Purchaser's
     ability to consummate the transactions contemplated hereby.

                5.03.  NO BROKERS.  Purchaser has not incurred any liability
                       ----------
     for any broker's or finder's fees or commissions or similar payments in
     connection with any of the transactions contemplated by the Operative
     Agreements.

                5.04.  OWNERSHIP OF PURCHASER.  Purchaser is a wholly-owned
                       ----------------------
     subsidiary of Telco Global Solutions Inc., which is a wholly-owned
     subsidiary of Telco.

                5.05.  FINANCIAL CAPABILITY.  Purchaser has the financial
                       --------------------
     capability to pay the purchase price to be paid by it at the Closing and
     to perform its other obligations hereunder.

                5.06.  LIMITATION OF REPRESENTATIONS.  Anything herein or in
                       -----------------------------
     any other Operative Agreement to the contrary notwithstanding, Purchaser
     acknowledges that it is acquiring the Network without any representation
     or warranty by Seller or any of its partners or other affiliates except
     as expressly set forth herein and that neither Seller nor any of its
     partners or other affiliates shall be deemed to have made any
     representation or warranty, express or implied, as to the Assets, the
     operation of the Network or otherwise, except as expressly set forth
     herein.  In furtherance of the foregoing, and not in limitation thereof,
     Purchaser acknowledges that neither Seller nor any of its partners or
     other affiliates has made any representation or warranty, express or
     implied, with respect to the revenues or profitability of the operation
     of the Network after the Closing.

                5.07.  COMPLETION OF DUE DILIGENCE.  Purchaser has completed
                       ---------------------------
          its due diligence and business review with respect
<PAGE>


     to all aspects of the Network, the Assets and the feasibility of the
     operation of the Network as intended to meet the objectives of
     Purchaser, and the results of such review are satisfactory to Purchaser
     in all material respects.  This Section 5.07 does not constitute a
     waiver of any rights of Purchaser pursuant to Article VII or IX.


                                  ARTICLE VI

                     FURTHER COVENANTS AND AGREEMENTS
                     --------------------------------

                6.01.  CONDUCT OF BUSINESS.  (a)  Except as otherwise
                       -------------------
     expressly provided herein, from and after the date of this Agreement and
     until the Closing, Seller shall (i) operate and maintain the Network in
     the ordinary course of business consistent with past practice; (ii) use
     reasonable commercial efforts to preserve the Assets and maintain the
     integrity of the Network; (iii) use reasonable commercial efforts to
     keep available the services of the Related Employees; (iv) not sell or
     transfer any of the Assets without the prior written consent of
     Purchaser, which shall not be unreasonably withheld; (v) not amend or
     terminate any Contract constituting part of the Assets or waive any
     default or breach thereunder without the prior written consent of
     Purchaser, which shall not be unreasonably withheld; (vi) comply in all
     material respects with the Assumed Contracts and Operative Agreements
     and use reasonable efforts to cure any default or breach by Seller
     thereunder and notify Purchaser upon receipt of notice of any default or
     breach; and (vii) not, without the prior written consent of Purchaser,
     enter into any other contract materially affecting the Network or the
     Assets, such consent not to be unreasonably withheld.  Seller will
     promptly notify Purchaser of any material adverse effect on, or on the
     value of, any of the Assets or the Network.  From the date hereof to the
     Closing, Seller will not take any action or engage in any transaction
     which would render any of its representations and warranties inaccurate
     in any material respect as of the date hereof or as of the Closing Date.

               (b)     In the event that Seller acquires assets or enters
     into Contracts in the ordinary course of business after the date of
     execution of this Agreement and prior to the Closing for use in the
     Network and such assets or Contracts are of the type that would have
     been included within the Assets if held by Seller on the date of
          execution of this Agreement, Exhibit A will be amended on or prior
to
<PAGE>


     the Closing Date to include such assets or Contracts as Assets.  In
     addition, such Exhibit will be amended to delete assets or Contracts
     disposed of after the date of execution of this Agreement in accordance
     with Section 6.01(a).  No such amendment shall affect the Purchase
     Price.

               (c)  Until the Closing, Seller shall maintain in full force
     and effect all insurance policies presently in effect relating to the
     Assets.

                6.02.  HSR FILING; OTHER CONSENTS.  (a)  As promptly as
                       --------------------------
     possible, but in any event not later than ten days after the execution
     hereof, Purchaser and Seller will cause their respective parents to each
     file with the Federal Trade Commission (the "FTC") and the Antitrust
     Division of the United States Department of Justice (the "Antitrust
     Division") a premerger notification in accordance with the HSR Act with
     respect to the sale of the Assets by Seller to Purchaser pursuant to
     this Agreement.  Each of Purchaser and Seller agrees to cause their
     respective parents to furnish promptly to the FTC and the Antitrust
     Division any additional information requested by either of them pursuant
     to the HSR Act in connection with such filings and shall diligently
     take, or cooperate in the taking of, all steps that are necessary or
     desirable and proper to expedite the termination of the waiting period
     under the HSR Act; provided, however, that no party shall be required to
     comply with any Burdensome Condition. Purchaser and Seller (or their
     parents) shall each be responsible for the payment of their own filing
     fees required in connection with their respective filings.

               (b)     Each of Purchaser and Seller will use reasonable
     commercial efforts to obtain or make at the earliest practicable date
     and in any event before the Closing all other Consents, estoppel
     certificates and filings required to be obtained by it or which may be
     reasonably necessary to the consummation of the transactions
     contemplated by this Agreement or which are reasonably requested by the
     other party.

               (c)     On or prior to the Closing Date, Seller shall use its
     reasonable commercial efforts to obtain all such Consents under any
     indenture, loan agreement or security agreement to which Seller is a
     party as are necessary to prevent a breach or violation of, or default
     under, any such indenture, loan agreement or security agreement as a
          result
<PAGE>

      of the consummation of the transactions contemplated by this Agreement.

                6.03.  ACCESS.  From the date hereof to and including the
                       ------
     Closing Date, Seller shall continue to afford to the officers,
     employees, agents, attorneys, accountants and other authorized
     representatives of Purchaser reasonable access, during normal business
     hours, to the offices, plants, personnel, properties, Contracts, Assets,
     books and records of Seller relating to the Network in order that
     Purchaser may prepare for transition of ownership of the Assets on the
     Closing Date and operation of the Network thereafter.  Seller shall
     furnish Purchaser such information with respect to the Assets and the
     Network as Purchaser may from time to time reasonably request and Seller
     shall cause its officers and employees to assist Purchaser and cause its
     counsel, accountants, engineers and non-employee representatives to be
     reasonably available to Purchaser for such purposes.

                6.04.  SATISFACTION OF CLOSING CONDITIONS.  Between the date
                       ----------------------------------
     hereof and the Closing Date, Seller and Purchaser shall each use
     reasonable commercial efforts to fulfill the conditions to its own
     obligations hereunder and to cause its representations and warranties to
     remain true and correct in all material respects as of the Closing Date.

                6.05.  NO INCONSISTENT POSITION.  (a)  Seller and Purchaser
                       ------------------------
     agree that they will not take any position with any taxing authority
     which is not consistent with the Purchase Price allocation to be agreed
     pursuant to Section 2.03 prior to the Closing.

               (b)  The parties acknowledge that the MCI Easement contains an
     acknowledgement and agreement by SP and MCI that the provision of the
     "Dedicated Capacity" as specified in the MCI Easement constitutes the
     provision of long distance telecommunications services by MCI under a
     long-term service contract.

                6.06.  RETENTION OF TAX LIABILITIES.  Seller hereby agrees to
                       ----------------------------
     retain responsibility for, and agrees to pay when due (except while and
     to the extent being contested in good faith), any and all Taxes of every
     nature and description relating to the Network or the Assets for any
     taxable period or portion of a taxable period which period or portion
     ends on or prior to the Closing Date.  In the event that Purchaser
          reasonably determines that a Lien on
<PAGE>


     the Assets (based upon unpaid Taxes payable by Seller under this
     Agreement or by law) is imminent and notifies Seller accordingly, then,
     unless Seller provides adequate protection (such as a bond or letter of
     credit) reasonably satisfactory to Purchaser to ensure that there is no
     risk to Purchaser's ownership of the Assets, at Purchaser's election,
     and in Purchaser's sole discretion, Purchaser may pay any such Taxes on
     Seller's behalf and Seller hereby agrees to reimburse Purchaser within
     10 days after receiving notice thereof for any such Taxes so paid.  The
     provisions of this Section shall survive the termination of this
     Agreement.

                6.07.  POST-CLOSING SERVICES AND FACILITIES.  Purchaser
                       ------------------------------------
     agrees to provide capacity to Qwest as provided in Section 7(c) of the
     Qwest Release Agreement on the terms and conditions provided in such
     Section.  Purchaser agrees to work in good faith with third party
     service providers where required by Qwest with respect to the
     utilization of conduit as provided in Section 4(b) of the Qwest Release
     Agreement.  The parties acknowledge that Seller has the right to assign
     to Purchaser certain rights under the Qwest Release Agreement.

                6.08.  TRANSITION ARRANGEMENTS.   Purchaser and Seller agree
                       -----------------------
     that the Transition Plan annexed hereto as Exhibit B, which the parties
     will amend in writing prior to the Closing to provide additional detail,
     shall be implemented in connection with Seller's continued access to the
     Network and Purchaser's assumption of management thereof during the
     period referred to therein.

                6.09.  NOTICE OF ASSIGNMENT.  On or prior to the Closing
                       --------------------
     Date, Seller shall send a notice, in form and substance reasonably
     satisfactory to Purchaser, to each other party to an Assumed Contract,
     informing such party of the assignment of the rights of Seller under
     such Assumed Contract to Purchaser and directing that any notices to
     Seller under such Assumed Contract be provided to Purchaser.

<PAGE>


                                   ARTICLE VII

               CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER
               ------------------------------------------------

               The obligations of Purchaser to effect the Closing hereunder
     are, at the option of Purchaser, subject to the conditions precedent
     that, at the Closing:

                7.01.  PERFORMANCE.  Seller shall have performed and complied
                       -----------
     in all material respects with each agreement, covenant and condition in
     each Operative Agreement to which Seller is or is specified to be a
     party, which agreement, covenant or condition is required to be
     performed or complied with by Seller at or before the Closing.  At the
     Closing, Seller shall have sold, assigned, transferred, conveyed and
     delivered to Purchaser all right, title and interest of Seller in and to
     the Assets subject to the provisions respecting Intellectual Property
     Rights and terminal facilities in Section 2.01 and shall have delivered
     such specific assignments, bills of sale, endorsements, leases,
     subleases, subsubleases and instruments of conveyance and transfer, in
     form and substance reasonably satisfactory to Purchaser, as shall be
     effective to vest in Purchaser title to and all the interest in the
     Assets of Seller subject as aforesaid.

                7.02.  AUTHORIZATION, EXECUTION AND DELIVERY OF OPERATIVE
                       --------------------------------------------------
     AGREEMENTS.  Each party thereto (other than Purchaser) shall have duly
     ----------
     authorized, executed and delivered each Operative Agreement to which
     such Person is or is specified to be a party, and an executed
     counterpart thereof shall have been delivered to Purchaser.

                7.03.  NO DEFAULT.  Each Operative Agreement and material
                       ----------
     Scheduled Contract shall be in full force and effect without any event
     having occurred or condition existing that constitutes, or with the
     giving of notice or passage of time (or both) would constitute, a
     default thereunder or breach thereof (except by Purchaser or any of its
     affiliates) or would give any party thereto the right to terminate or
     not to perform any obligation thereunder; and Purchaser shall have
     received copies of the Qwest Release Agreement executed by Qwest which
     constitutes the termination of its right of first offer relating to the
     transfer of the Network and the Dedicated Capacity pursuant to the Qwest
     Agreement and the waiver executed by MCI of its right of first offer
     relating to the transfer of the Dedicated Capacity pursuant to the MCI
     Letter Amendment.

<PAGE>


                7.04.  CONSENTS, ETC.; BURDENSOME CONDITIONS.  (a)  All
                       -------------------------------------
     Governmental Actions, including the issuance or transfer of all permits
     or other Consents of Governmental Authorities necessary for Purchaser's
     ownership, maintenance, operation and use of the Network, required to be
     taken, given or obtained in connection with the transactions
     contemplated hereby shall (i) have been taken, given or obtained, (ii)
     be in full force and effect and (iii) not be subject to any pending
     proceedings or appeals, administrative, judicial or otherwise (and the
     time for appeal shall have expired or, if an appeal shall have been
     taken, it shall have been dismissed).

               (b)     All Consents of any other Person necessary in order to
     consummate the transactions contemplated hereby, including the transfer
     to Purchaser of the Contracts and Intellectual Property Rights included
     in the Assets, or necessary for the maintenance, operation or use of the
     Network, except for Consents in respect of Contracts or Intellectual
     Property Rights that individually or in the aggregate are not material
     to the maintenance, operation or use of the Network as maintained,
     operated and used at the date of this Agreement, shall have been
     obtained and shall be in full force and effect.

               (c)     The waiting period under the HSR Act shall have
     expired or been terminated.

               (d)     No Burdensome Condition (other than a Burdensome
     Condition which is subject to the indemnification by Seller pursuant to
     Section 9.02(a)(iv)) shall exist with respect to Purchaser in connection
     with the transactions contemplated hereby.

                7.05.  GOVERNMENTAL RULES.  (a)  No Governmental Rule shall
                       ------------------
     have been instituted, threatened, issued or proposed to restrain, enjoin
     or prevent the transactions contemplated hereby or to invalidate,
     suspend or require modification of any material provision of any
     Operative Agreement.

               (b)     No change shall have occurred since the date of this
     Agreement in any Governmental Rule that, in Purchaser's good faith
     opinion, would make it illegal for Purchaser to consummate the
     transactions contemplated hereby or subject Purchaser to any fine,
     penalty or other liability under or pursuant to any Governmental Rule in
     connection with any such transaction.

<PAGE>


                7.06.  STANDARD CLOSING DOCUMENTS.  Purchaser shall have
                       --------------------------
     received, with respect to Seller:

               (a)     certificates, dated the Closing Date, of the
     secretary, assistant secretary or another appropriate authorized
     signatory of Seller certifying:

               (i)  that a true and correct copy of the  resolutions,
     delegations or other written evidence of partnership action and, if
     applicable, of the partners of Seller duly authorizing or ratifying the
     execution, delivery and performance of the Operative Agreements to which
     the partnership is or is specified to be a party and the consummation of
     the transactions contemplated thereby, is attached to such certificate,
     and as to the absence of other resolutions, delegations or other
     partnership action relating thereto; and

               (ii) as to the absence of proceedings for the merger,
     consolidation, sale of all or substantially all the assets, dissolution,
     liquidation or similar proceedings with respect to Seller;

               (b)     an incumbency certificate signed by an appropriate
     officer or other authorized signatory of Seller dated the Closing Date
     as to the signatures and titles of the officers or authorized
     signatories of Seller executing any Operative Agreement and any other
     documents delivered in connection with the Operative Agreements; and

               (c)     a certificate signed by an appropriate officer or
     other authorized signatory of Seller dated the Closing Date certifying
     that the conditions set forth in Sections 7.01, 7.02 and 7.07 (with
     respect to Seller) have been satisfied by Seller.

                7.07.  REPRESENTATIONS AND WARRANTIES.  The representations
                       ------------------------------
     and warranties set forth in Article IV shall be true and correct in all
     material respects as of the date of this Agreement and at the Closing
     with the same effect as if made at and as of the Closing.

                7.08.  OPINION OF COUNSEL.  Purchaser shall have received an
                       ------------------
     opinion or opinions addressed to it, dated the Closing Date, of H. Carol
          Bernstein, Vice President,
<PAGE>


     Secretary and General Counsel of Seller, in the form of Exhibit C.

                7.09.  NO MATERIAL ADVERSE CHANGE.  Since the date of
                       --------------------------
     execution hereof, neither the Assets nor the Network shall have been
     adversely affected in any material way by, or sustained any material
     loss, whether or not insured, which has not been remedied by Seller to
     Purchaser's reasonable satisfaction, as a result of, any fire, flood,
     accident, explosion or other calamity or casualty or any strike, labor
     disturbance, riot or act of God or the public enemy, and no condemnation
     proceedings affecting any material portion of the Real Property and
     Improvements shall have been commenced and the Seller shall not have
     received notice of the proposed commencement of any such proceedings.

                 7.10.  SCHEDULES.  Purchaser shall have received amended
                        ---------
     Schedules as of a date no later than three business days before the
     Closing Date reflecting any changes in the Schedules since the date of
     execution of this Agreement, and each such amended Schedule shall be
     reasonably satisfactory in form, substance and scope to Purchaser in all
     material respects.

                7.11.  ESTOPPEL CERTIFICATES.  Purchaser shall have received
                       ---------------------
     certificates from each party to the MCI Easement, dated within 20 days
     of the Closing Date, pursuant to Section 16.04 of the MCI Easement, the
     certificate from MCI to be substantially in the form attached hereto as
     Exhibit D.

                7.12.  PROCEEDINGS.  All partnership and legal proceedings
                       -----------
     taken by Seller in connection with the transactions contemplated hereby
     and all documents relating thereto shall be reasonably satisfactory in
     form and substance to Purchaser and its counsel, and certified or other
     copies of all relevant documents as Purchaser shall have reasonably
     requested shall have been provided to Purchaser or its counsel.

<PAGE>


                                  ARTICLE VIII

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
                  ---------------------------------------------

               The obligations of Seller to effect the Closing hereunder are,
     at its option, subject to the conditions precedent that, at the Closing:

                8.01.  PERFORMANCE.  Purchaser shall have performed and
                       -----------
     complied in all material respects with each agreement, covenant and
     condition in each Operative Agreement to which it is or is specified to
     be a party, which agreement, covenant or condition is required to be
     performed or complied with by Purchaser at or before the Closing.

                8.02.  AUTHORIZATION, EXECUTION AND DELIVERY OF OPERATIVE
                       ---------------------------------------------------
     AGREEMENTS.  Each party thereto (other than Seller) shall have duly
     ----------
     authorized, executed and delivered each Operative Agreement to which
     such Person is or is specified to be a party, and an executed
     counterpart thereof shall have been delivered to Seller.  The Guarantee
     shall have been duly authorized, executed and delivered by Telco and
     shall be in form and substance satisfactory to Purchaser.

                 8.03.  NO DEFAULT.  Each Operative Agreement shall be in
                        ----------
     full force and effect without any event having occurred or condition
     existing that constitutes, or with the giving of notice or passage of
     time (or both) would constitute, a default under or breach of such
     Operative Agreement (other than by Seller or any of its affiliates) or
     would give any party to such Operative Agreement the right to terminate
     or not to perform any obligation under such Operative Agreement.

                8.04.  CONSENTS, ETC.; BURDENSOME CONDITIONS.  (a)  All
                       -------------------------------------
     Governmental Actions required to be taken, given or obtained in
     connection with the transactions contemplated hereby shall (i) have been
     taken, given or obtained, (ii) be in full force and effect and (iii) not
     be subject to any pending proceedings or appeals, administrative,
     judicial or otherwise (and the time for appeal shall have expired or, if
     an appeal shall have been taken, it shall have been dismissed).

               (b)     All Consents of any other Person necessary or
          advisable in order to consummate the transactions
<PAGE>


     contemplated hereby shall have been obtained and shall be in full force
     and effect.

               (c)     The waiting period under the HSR Act shall have
     expired or been terminated.

               (d)     No Burdensome Condition shall exist with respect to
     Seller in connection with any transactions contemplated hereby.

                8.05.  GOVERNMENTAL RULES.  (a)  No Governmental Rule shall
                       ------------------
     have been instituted, threatened, issued or proposed to restrain, enjoin
     or prevent the transactions contemplated hereby or to invalidate,
     suspend or require modification of any material provision of any
     Operative Agreement.

               (b)     No change shall have occurred since the date of this
     Agreement in any Governmental Rule that, in the good faith opinion of
     Seller, would make it illegal for Seller to consummate the transactions
     contemplated hereby or subject Seller to any fine, penalty or other
     liability under or pursuant to any Governmental Rule in connection with
     any such transaction.

                8.06.  STANDARD CLOSING DOCUMENTS.  Seller shall have
                       --------------------------
     received, with respect to Purchaser and Telco:

               (a)      a certificate, dated the Closing Date, of the
     secretary, assistant secretary or another appropriate authorized
     signatory of such entity certifying:

               (i) that a true and correct copy of the charter and by-laws of
     such entity is attached to such certificate;

               (ii) that a true and correct copy of the resolutions,
     delegations or other written evidence of corporate action, duly
     authorizing or ratifying the execution, delivery and performance of the
     Operative Agreements to which such entity is or is specified to be a
     party and the consummation of the transactions contemplated thereby, is
     attached to such certificate, and as to the absence of other
     resolutions, delegations or other corporate action relating thereto; and

<PAGE>


               (iii) as to the absence of proceedings for the merger,
     consolidation, sale of all or substantially all the assets, dissolution,
     liquidation or similar proceedings with respect to such entity;

               (b)     an incumbency certificate signed by an appropriate
     officer or other authorized signatory of such entity dated the Closing
     Date as to the signatures and titles of the officers or authorized
     signatories of such entity executing any Operative Agreement and any
     other documents delivered in connection with the Operative Agreement;
     and

               (c)     a certificate signed by an appropriate officer or
     other authorized signatory of Purchaser dated the Closing Date
     certifying that the conditions set forth in Sections 8.01, 8.02 and 8.07
     (with respect to Purchaser) have been satisfied.

                8.07.  REPRESENTATIONS AND WARRANTIES.  The representations
                       ------------------------------
     and warranties of Purchaser set forth in Article V shall be true and
     correct in all material respects as of the date of this Agreement and at
     the Closing with the same effect as if made at and as of the Closing.

                8.08.  OPINION OF COUNSEL.  Seller shall have received an
                       ------------------
     opinion or opinions addressed to it, dated the Closing Date, of Swidler
     & Berlin, counsel for Purchaser and Telco, in the form of Exhibit E.

                 8.09.  PROCEEDINGS.  All corporate and legal proceedings
                        -----------
     taken by Purchaser and Telco in connection with the transactions
     contemplated hereby and all documents relating thereto shall be
     reasonably satisfactory in form and substance to Seller and its counsel,
     and certified or other copies of all relevant documents as Seller shall
     have reasonably requested shall have been provided to Seller or its
     counsel.

<PAGE>


                                    ARTICLE IX

                          SURVIVAL AND INDEMNIFICATION
                          ----------------------------

                9.01.  SURVIVAL OF REPRESENTATIONS.  The representations,
                       ---------------------------
     warranties, covenants and agreements contained in this Agreement, and in
     any agreements, certificates or other instruments delivered pursuant to
     this Agreement, shall survive the Closing and shall remain in full force
     and effect, regardless of any investigation made by or on behalf of any
     party, but subject to all limitations and other provisions contained in
     this Agreement including Section 9.05.

                9.02.  INDEMNIFICATION BY SELLER AND PURCHASER. (a) Subject
                       ---------------------------------------
     to the other provisions of this Article IX, Seller hereby agrees to
     indemnify and hold harmless Purchaser (and its officers, directors,
     employees, agents and representatives) (each an "Indemnitee") from and
     against any and all Losses (as defined below) asserted against, imposed
     upon or incurred by an Indemnitee arising from, based upon or caused by
     any of the following:

               (i) Excluded Liabilities;

               (ii) any default by Seller in the performance of any of its
     agreements or covenants set forth in any Operative Agreement;

               (iii) any breach of a representation or warranty of Seller
     contained in any Operative Agreement; and

               (iv) *

     provided, however,  that Seller shall not have any liability under this
     -----------------
     Section 9.02 to the extent the liability or obligation arises as a
     result of the operation of the Network after the Closing or any action
     taken or omitted to be taken by any Indemnitee of Seller.

     *Confidential Treatment Requested.
      The redacted material separately filed
      with the Commission.

<PAGE>


               As used herein, the term "LOSSES" shall mean, collectively,
     any and all claims, damages, liabilities, liens, losses or other
     obligations whatsoever, together with costs and expenses, including
     reasonable fees and disbursements of counsel (except as limited by
     Section 9.03) and any consultants or experts and expenses of
     investigation.  Losses with respect to a representation or warranty
     providing for a materiality threshold prior to breach shall include all
     Losses in excess of $200,000 arising from, based upon or caused by a
     breach of such representation or warranty, for the purposes of the
     indemnification under this Article IX only, determined without reference
     to the materiality threshold.

               (b)     Subject to the other provisions of this Article IX,
     Purchaser hereby agrees to indemnify and hold harmless Seller (and its
     partners, officers, directors, employees, agents and representatives)
     (each an "Indemnitee") from and against any and all Losses asserted
     against, imposed upon or incurred by such Indemnitee arising from, based
     upon or caused by any of the following:

               (i) Assumed Liabilities;

               (ii) any default by Purchaser in the performance of any of its
     agreements or covenants set forth in any Operative Agreement; and

               (iii) any breach of a representation or warranty of Purchaser
     contained in any Operative Agreement;

     provided, however,  that Purchaser shall not have any liability under
     -----------------
     this Section 9.02 to the extent the liability or obligation arises as a
     result of the operation of the Network before the Closing or any action
     taken or omitted to be taken by any Indemnitee of Purchaser.

                (c)     Seller and Purchaser shall not have any liability
     under Section 9.02(a) or (b), as applicable, unless the aggregate of all
     Losses for which such party would, but for this sentence, be liable
     exceeds on a cumulative pre-tax basis an amount equal to $3,000,000 and
     then only to the extent of any such excess.  In addition, the aggregate
     amount payable by an indemnifying party to its respective Indemnitees
     pursuant to this Article IX shall not exceed $50,000,000.
     Notwithstanding any other provision in this Article IX, the liability of
          Seller under Section 9.02(a)(iv) shall not be subject to the
foregoing
<PAGE>


     limitations on amount (i.e., $3,000,000 and $50,000,000) and shall apply
     only to Losses consisting of costs and expenses incurred by Purchaser as
     a party to the indemnified litigation, including all reasonable fees and
     disbursements of counsel and any consultants or experts and expenses of
     investigation, and any amounts which are due from Purchaser to plaintiff
     as the result of a judgment in the litigation or a settlement thereof.
     The limitations on amount also shall not apply to indemnification
     pursuant to Section 9.02(a)(i) or 9.02(b)(i).

                9.03.  NOTICE, ETC.  Each Indemnitee agrees to give the
                       -----------
     indemnifying party prompt written notice of any action, claim, demand,
     discovery of fact, proceeding or suit (collectively, "Claims") for which
     such Indemnitee intends to assert a right to indemnification under this
     Agreement.  The indemnifying party shall have the right to participate
     jointly with the Indemnitee in the Indemnitee's defense, settlement or
     other disposition of any Claim.  With respect to any Claim relating
     solely to the payment of money damages and which would not result in the
     Indemnitee becoming subject to injunctive or other relief or otherwise
     adversely affect the business of the Indemnitee in any manner, and as to
     which the indemnifying party shall have acknowledged in writing the
     obligation to indemnify the Indemnitee in full hereunder without regard
     to any monetary limitation on indemnification in Section 9.02(c), the
     indemnifying party shall have the right to defend, settle or otherwise
     dispose of such Claim, on such terms as the indemnifying party, in its
     sole discretion, shall deem appropriate.  If the indemnifying party
     assumes such defense, the Indemnitee shall have the right to participate
     in the defense thereof and to employ counsel, at its own expense,
     separate from the counsel employed by the indemnifying party, it being
     understood that the indemnifying party shall control such defense.  The
     indemnifying party shall be liable for the fees and expenses of counsel
     employed by the Indemnitee for any period during which the indemnifying
     party has not assumed the defense thereof.  The indemnifying party shall
     obtain the written consent of the Indemnitee prior to ceasing to defend,
     settling or otherwise disposing of any Claim if as a result thereof the
     Indemnitee would become subject to injunctive or other equitable relief
     or the business of the Indemnitee would be adversely affected in any
     manner.

                9.04.  REIMBURSEMENT OF COSTS.  The costs and expenses,
                       ----------------------
          including reasonable fees and disbursements of  counsel and expenses
of
<PAGE>


     investigation, incurred by any Indemnitee in connection with any Claim
     shall be reimbursed on a quarterly basis by the applicable indemnifying
     party, without prejudice to the indemnifying party's right to contest
     the Indemnitee's right to indemnification and subject to refund in the
     event the indemnifying party is ultimately held not to be obligated to
     indemnify the Indemnitee.

                9.05.  TIME LIMITATIONS.  (a)  Notwithstanding anything to
                       ----------------
     the contrary contained herein, the obligation of Seller and Purchaser to
     indemnify their respective Indemnitees for any Loss shall, except as
     otherwise provided below, terminate at 11:59 p.m., New York City time,
     on the second anniversary of the Closing Date.

               (b)     The obligation of either party to indemnify for any
     Losses based upon or caused by default in the performance of an
     agreement or covenant set forth in an Operative Agreement required to be
     performed after the Closing shall terminate on the second anniversary of
     the Closing or, if later, the second anniversary of the date the other
     party knew or should have known of the defaulting party's failure to
     perform.

               (c)     The obligation of Seller or Purchaser to indemnify an
     Indemnitee for any Losses based upon any Excluded Liabilities or Assumed
     Liabilities, respectively, shall survive without any limitation as to
     time.

                (d)     Claims for indemnification pending on, or asserted
     prior to, the expiration of the applicable time period specified above
     may continue to be asserted and indemnified against and the related
     obligation to indemnify shall not terminate.

                 9.06.  NO CONSEQUENTIAL DAMAGES.  In no event will any
                        ------------------------
     indemnifying party be liable to an Indemnitee under this Article IX for
     punitive damages, incidental damages or lost profits, lost savings or
     any other special, indirect or consequential damages, even if such party
     has been advised of the possibility of such damages, resulting from the
     breach by it of any of its obligations under this Agreement.

                9.07.  LIMITATION ON REMEDIES.  The rights of Purchaser and
                       ----------------------
     Seller to indemnification set forth in this Article IX shall be the sole
     and exclusive remedy against Purchaser or Seller with respect to any and
          all claims for
<PAGE>


     damages with respect to the subject matter of the Operative Agreements,
     in lieu of any and all other rights which they may have under the
     Operative Agreements or otherwise with respect to the transactions
     contemplated hereby.


                                   ARTICLE X

                              EMPLOYMENT MATTERS
                              ------------------

                10.01.  OFFERS OF EMPLOYMENT.  At or prior to the Closing,
                        --------------------
     Purchaser may, at its option, offer employment to any employees of
     Seller listed on Schedule 10.01, which contains the names of employees
     of Seller (other than certain senior executives) who are currently
     employed supporting the voice network of Seller.  Purchaser shall not be
     under any obligation to offer employment to any employees of Seller
     listed on Schedule 10.01 but shall notify Seller promptly upon
     Purchaser's making of an offer.  Such notification will include the
     salary and location of any offer.  In addition, Purchaser and Seller
     agree to consult with each other on the employment start-date for any
     employee of Seller hired by Purchaser.  With respect to employees listed
     in Schedule 10.01, the terms of any offers will be in the sole
     discretion of Purchaser; provided, that Purchaser agrees to comply with
     applicable employment law and will be responsible for its conduct and
     any claims or actions resulting from the selection of, offers to or
     hiring of employees of Seller that would expose Seller or Purchaser to
     any damages, liabilities or other Losses as a result of Purchaser's
     wrongful conduct in connection therewith.

                10.02.  PAYMENTS BY SELLER.  (a)  To the extent any employees
                        ------------------
     of Seller that may be hired by Purchaser at or subsequent to the Closing
     are entitled to any accrued benefits through the date of hiring under
     any employee benefit plans or arrangements of Seller, whether with
     respect to retirement, medical and dental coverage, vacation pay, life
     insurance, disability or otherwise, Seller shall be solely responsible
     for the benefits and agrees to pay all amounts and make all
     distributions due to such employees promptly in accordance with such
     employees' terms of employment, including applicable benefit plans.

               (b)     In addition to matters funded by Seller pursuant to
     Section 10.02(a), Seller shall retain responsibility for any and all
     other liabilities relating to any of its employees hired by Purchaser,
          which liabilities
<PAGE>


     have been incurred, or arise from facts or events occurring, prior to
     the Closing Date; provided, that Purchaser shall be responsible for any
     and all liabilities relating to any employees of Seller whether or not
     hired by Purchaser, to the extent arising from a breach of its
     obligations in Section 10.01.  To the extent Purchaser is required to
     pay any such liabilities for which Seller retains responsibility, Seller
     shall promptly reimburse Purchaser for the amount paid.

                10.03.  NONSOLICITATION.  Prior to 12 months following the
                        ---------------
     Closing Date, Seller will not hire or solicit for employment any
     individual hired by Purchaser pursuant to Section 10.01 without the
     prior written consent of Purchaser.

                10.04.  CONTRACTING ARRANGEMENTS FOR EMPLOYEES.  (a) In the
                        --------------------------------------
     event that Purchaser has not hired all employees of Seller listed on
     Schedule 10.01 but Purchaser wishes that the services of certain of such
     employees are available to Purchaser during the period between the
     Closing Date and December 31, 1997, Purchaser will identify such
     employees to Seller.  In such event Seller and Purchaser will enter into
     a contracting arrangement whereby Seller will make the services of such
     employees available to Purchaser (to the extent such employees remain
     employed by Seller) as contract employees on a month to month basis
     until December 31, 1997.  Unless otherwise expressly agreed in the
     transition plan contemplated by Section 6.08, Purchaser agrees to pay to
     Seller an amount equal to 150% of the applicable monthly base salary of
     each such employee for each month Seller provides such services.

               (b)  In addition, in the event Purchaser hires any employee of
     Seller listed on Schedule 10.01 but Seller wishes that the services of
     certain of such employees are available to Seller during the period
     between the Closing Date and December 31, 1997, Seller will identify
     such employees to Purchaser.  In such event Purchaser and Seller will
     enter into a contracting arrangement whereby Purchaser will make the
     services of such employees available to Seller (to the extent such
     employees remain employed by Purchaser) as contract employees on a month
     to month basis until December 31, 1997.  Unless otherwise expressly
     agreed in the transition plan contemplated by Section 6.08, Seller
     agrees to pay to Purchaser an amount equal to 150% of the applicable
     monthly base salary of each such employee for each month Purchaser
     provides such services.

<PAGE>


                                      ARTICLE XI

                                     TERMINATION
                                     -----------

                11.01.  TERMINATION OF AGREEMENT.  (a)  Notwithstanding
                        ------------------------
     anything to the contrary in this Agreement, this Agreement may be
     terminated and the transactions contemplated hereby abandoned at any
     time prior to the Closing:

               (i)  by mutual written consent of Seller and Purchaser;

               (ii) by Purchaser if there has been a material breach of any
               representation, warranty, covenant or agreement contained
               in any Operative Agreement on the part of Seller or if
               any of the conditions set forth in Article VII shall have
               become incapable of fulfillment and shall not have been
               waived by Purchaser, provided that if such breach is
               susceptible of cure, it has not been cured within 30 days
               after written notice from Purchaser to Seller;

               (iii)by Seller if there has been a material breach of any
               representation, warranty, covenant or agreement contained
               in any Operative Agreement on the part of Purchaser or if
               any of the conditions set forth in Article VIII shall
               have become incapable of fulfillment and shall not have
               been waived by Seller, provided that if such breach is
               susceptible of cure, it has not been cured within 30 days
               after written notice from Seller to Purchaser;

               (iv) by Seller or Purchaser if, in its reasonable opinion, a
               Burdensome Condition (other than a Burdensome Condition which
               is subject to the indemnification by Seller pursuant to
               Section 9.02(a)(iv)) has been imposed on it with respect to
               the  transactions contemplated hereby;

               (v) by Seller or Purchaser, in its sole discretion, (x) if the
               Closing does not occur on or prior to June 30, 1997, other
               than as a result of a breach by the party seeking termination
               of its obligations hereunder, the Real Property Contracts (or
               alternative arrangements reasonably satisfactory to Purchaser)
               not having been executed or the Consents required pursuant to
                    the HSR Act or the Real Property
<PAGE>


               Contracts (or such alternative arrangements) not having been
               obtained; or (y) if the Closing does not occur on or prior to
               September 30, 1997, other than as a result of a breach by the
               party seeking termination of its obligations hereunder; or

               (vi) by Purchaser if, prior to Closing, Assets constituting
               tangible personal property are materially damaged and Seller
               has not either provided a reasonably satisfactory replacement
               therefor or made a payment or purchase price adjustment in an
               amount sufficient to acquire a reasonably satisfactory
               replacement; or by Purchaser or Seller if, prior to Closing, a
               material default (other than by Seller) shall have occurred
               with respect to Assets constituting Contracts or material
               Assets constituting Contracts are no longer in full force and
               effect.


     provided, however, that the party seeking termination pursuant to clause
     -----------------
     (ii), (iii), (iv), (v) or (vi) is not in breach in any material respect
     of any of its representations, warranties, covenants or agreements
     contained in any Operative Agreement.

               (b)     In the event of termination by Seller or Purchaser
     pursuant to this Section 11.01, written notice thereof shall forthwith
     be given to the other party hereto and the transactions contemplated by
     this Agreement shall be terminated, without further action by any party.
     If the transactions contemplated by this Agreement are terminated as
     provided herein (i) Purchaser shall return all documents and other
     material received from Seller relating to the transactions contemplated
     hereby, whether obtained before or after the execution hereof, to
     Seller; and (ii) all confidential information received by Purchaser with
     respect to the businesses of Seller shall be treated in accordance with
     the Confidentiality Agreement which shall remain in full force and
     effect notwithstanding the termination of this Agreement.

               (c)     If this Agreement is terminated and the transactions
     contemplated hereby are abandoned as described in this Section 11.01,
          this Agreement shall become null and
<PAGE>


     void and of no further force and effect, except for the provisions of
     Sections 12.01, 12.02, 12.06, 12.08, 12.14 and Articles IX and XI.
     Nothing in this Section 11.01 shall be deemed to release any party from
     any liability for any breach by such party of any of its
     representations, warranties, covenants or agreements as set forth in the
     Operative Agreements.


                                    ARTICLE XII

                                   MISCELLANEOUS
                                   -------------

                12.01.  EXPENSES.  Except as otherwise specifically provided
                        --------
     in this Agreement, each party will pay its own expenses incident to this
     Agreement and the transactions contemplated hereby, including legal and
     accounting fees and disbursements.  Any sales, transfer or other similar
     Taxes or fees applicable to the conveyance and transfer from Seller to
     Purchaser of the Assets, including transfer Taxes, recording and filing
     fees and documentary stamp Taxes, shall be borne and paid by Purchaser.

                12.02.  WAIVER OF JURY TRIAL.  Each party waives, to the
                        --------------------
     fullest extent permitted by applicable law, any right it may have to a
     trial by jury in respect of any litigation arising out of or relating to
     the Operative Agreements.  Each party (i) certifies that no
     representative, agent or attorney of another party has represented,
     expressly or otherwise, that such other party would not, in the event of
     litigation, seek to enforce the foregoing waiver and (ii) acknowledges
     that it has been induced to enter into the Operative Agreements by,
     among other things, the mutual waivers and certifications set forth
     above in this Section.

                12.03.  INFORMATION FOR TAX RETURNS.  (a)  If, in order
                        ---------------------------
     properly to prepare its Tax returns, other documents or reports required
     to be filed with Governmental Authorities or its financial statements or
     to fulfill its obligations hereunder, it is necessary that a party be
     furnished with additional information, documents or records relating to
     the Assets or the Network, and such  information, documents or records
     are in the possession or control of the other party hereto, such other
     party agrees to use reasonable commercial efforts to furnish or make
     available such information, documents or records (or copies thereof) at
     the recipient's request, cost and expense.


<PAGE>


               (b)     Each party to this Agreement hereby agrees that it
     shall cooperate with the other by executing and/or filing or causing to
     be executed and/or filed any required documents (including any Tax
     returns required to be filed with respect to the transactions
     contemplated by this Agreement) and by making available to the other,
     without limitation, all work papers, records and notes of any kind, at
     all reasonable times, for the purpose of allowing the appropriate party
     to complete Tax returns, respond to audits, obtain refunds, make any
     determination required under this Agreement, verify issues and negotiate
     settlements with Tax authorities or defend or prosecute Tax claims.

                12.04.  AMENDMENTS AND WAIVERS.  (a)  No failure or delay of
                        ----------------------
     a party to this Agreement in exercising any power or right hereunder
     shall operate as a waiver thereof, nor shall any single or partial
     exercise of any such right or power, or any abandonment or
     discontinuance of steps to enforce such a right or power, preclude any
     other or further exercise thereof or the exercise of any other right or
     power.  The rights and remedies of the parties hereunder are cumulative
     and are not exclusive of any rights or remedies which the parties would
     otherwise have.  No waiver of any provision of this Agreement or consent
     to any departure therefrom shall in any event be effective unless the
     same shall be permitted by Section 12.04(b), and then such waiver or
     consent shall be effective only in the specific instance and for the
     purpose for which given.  No notice or demand on either party to this
     Agreement in any case shall entitle such party to any other or further
     notice or demand in similar or other circumstances.

               (b)     Neither this Agreement nor any provision hereof may be
     waived, amended or modified except pursuant to an agreement or
     agreements in writing entered into by authorized signatories of the
     parties hereto.  To be effective, any consent, approval, notice, waiver
     or demand required or permitted under this Agreement must refer
     specifically to this Agreement and the provisions to which it relates,
     describe with particularity any right or  obligation consented to,
     approved, waived or purported to be violated and demonstrate knowledge
     of the consequences of the action so taken.

                12.05.  TRANSFERABILITY.  The respective rights and
                        ---------------
     obligations of each party hereto shall not be assignable by such party
          without the written consent of the other party
<PAGE>


     hereto, except that prior to or after the Closing Purchaser may assign
     its rights and obligations hereunder to Telco, or any direct or indirect
     wholly owned subsidiary of Telco, if all the obligations of such
     assignee hereunder are unconditionally guaranteed by Telco, and after
     the Closing (a) Purchaser may assign its rights hereunder (but excluding
     any right to indemnification pursuant to Article IX) to any transferee
     of ownership of the Network (which shall not include any Person that
     purchases telecommunications capacity from Purchaser but does not
     acquire an ownership interest in the Network), (b) Seller may assign its
     rights under this Agreement to its general partners or any affiliate
     thereof and (c) Purchaser may assign its rights under this Agreement to
     any successor of Purchaser in the event of a merger, consolidation,
     liquidation or dissolution of Purchaser, if such assignee pursuant to
     the foregoing clause (b) or (c) executes and delivers to the other party
     hereto an agreement satisfactory in form and substance to such other
     party under which such assignee assumes and agrees to perform and
     discharge all the obligations and liabilities of the assigning party,
     but any such permitted assignment shall not relieve the assigning party
     of its obligations hereunder or any guarantor of such obligations.  This
     Agreement shall be binding upon and inure to the benefit of the parties
     hereto and their respective successors and permitted assigns.  Nothing
     herein expressed or implied is intended to confer upon any Person, other
     than the parties hereto and their respective successors and permitted
     assigns, any rights, remedies, obligations or liabilities under or by
     reason of this Agreement, unless such Person is expressly stated to be
     entitled to any such right, remedy or claim.

                 12.06.  NONRECOURSE.  Notwithstanding anything to the
                         -----------
     contrary contained herein, no partner of Seller shall have any duty,
     obligation or liability under or in respect of this Agreement as a
     result of its status as a partner of Seller, nor shall any direct or
     indirect owner of any such partner have any duty, obligation or
     liability as a result of its direct or indirect beneficial ownership of
     such partner; it being understood and agreed that all duties,
     obligations and liabilities of Seller are expressly nonrecourse to the
     respective direct and indirect beneficial owners.

                12.07.  Notices.  Any notice, request or other document to be
                        -------
     given hereunder to a party hereto shall be in writing and delivered by
          hand, courier, overnight delivery
<PAGE>


     service or registered or certified mail.  Any notice or other
     communication under this Agreement shall be deemed given when received
     and shall be directed to the following address:


               (a)     If to Seller, addressed to it at:

               231 North Martingale Road
               Schaumburg, Illinois  60173

               Attention of General Counsel

               with a copy to:

               Cravath, Swaine & Moore
               Worldwide Plaza
               825 Eighth Avenue
               New York, N.Y. 10019

               Attention of Martin L. Senzel


               (b)     If to Purchaser, addressed to it at:

               4219 Lafayette Center Drive
               Chantilly, VA  20151-1209

               Attention of Bryan K. Rachlin,
               Chief Operating Officer

               with a copy to:

               Swidler & Berlin
               3000 K Street, Suite 300
               Washington, DC  20007-5116

               Attention of John J. Klusaritz

     Either party hereto may change its address for receiving notices,
     requests and other documents by giving written notice of such change to
     the other party hereto.

                12.08.  REMEDIES.  Except as may otherwise be specifically
                        --------
     provided herein, the rights and remedies of the parties hereunder are
     cumulative and are not exclusive of any rights or remedies which the
     parties hereto would otherwise have.  Equitable relief, including the
          remedies of
<PAGE>


     specific performance and injunction, shall be available with respect to
     any actual or attempted breach hereof.

                12.09.  APPLICABLE LAW.  This Agreement shall be governed by
                        --------------
     and construed in accordance with the internal laws of the State of New
     York applicable to agreements made and to be performed entirely within
     such State, without regard to the conflicts of law principles of such
     State.

                12.10.  JURISDICTION; CONSENT TO SERVICE OF PROCESS.  (a)
                        -------------------------------------------
     Each party to this Agreement hereby irrevocably and unconditionally
     submits, for itself and its property, to the jurisdiction of any New
     York state court sitting in the County of New York or any Federal court
     of the United States of America sitting in the Southern District of New
     York, and any appellate court from any such court, in any suit, action
     or proceeding arising out of or relating to this Agreement, or for
     recognition or enforcement of any judgment resulting from any such suit,
     action or proceeding, and each party hereby irrevocably and uncondi-
     tionally agrees that all claims in respect of any such suit, action or
     proceeding may be heard and determined in such New York state court or,
     to the extent permitted by law, by removal or otherwise, in such Federal
     court.

               (b)  It shall be a condition precedent to each party's right
     to bring any such suit, action or proceeding  that such suit, action or
     proceeding, in the first instance, be brought in such New York state
     court or, to the extent permitted by law, by removal or otherwise, in
     such Federal court (unless such suit, action or proceeding is brought
     solely to obtain discovery or to enforce a judgment), and if each of
     such New York State court and Federal court refuses to accept
     jurisdiction with respect thereto, such suit, action or proceeding may
     be brought in any other court with jurisdiction; provided that the
     foregoing condition precedent shall not apply to any suit, action or
     proceeding by a party seeking indemnification or contribution pursuant
     to this Agreement or otherwise in respect of a suit, action or
     proceeding against such party if such suit, action or proceeding by such
     party seeking indemnification or contribution is brought in the same
     court as the suit, action or proceeding against such party.

               (c)  No party to this Agreement may move to (i) transfer any
     such suit, action or proceeding from such New York State court or
     Federal court to another jurisdiction, (ii) consolidate any such suit,
          action or proceeding
<PAGE>


     brought in such New York state court or Federal court with a suit,
     action or proceeding in another jurisdiction or (iii) dismiss any such
     suit, action or proceeding brought in such New York state court or
     Federal court for the purpose of bringing the same in another
     jurisdiction.

               (d)  Each party to this Agreement hereby irrevocably and
     unconditionally waives, to the fullest extent it may legally and
     effectively do so, (i) any objection which it may now or hereafter have
     to the laying of venue of any suit, action or proceeding arising out of
     or relating to this Agreement in any New York state court sitting in the
     County of New York or any Federal court sitting in the Southern District
     of New York, (ii) the defense of an inconvenient forum to the
     maintenance of such suit, action or proceeding in any such court and
     (iii) the right to object, with respect to such suit, action or
     proceeding, that such court does not have jurisdiction over such party.

               (e)  Each party to this Agreement irrevocably consents to
     service of process in the manner provided for the giving of notices
     pursuant to this Agreement.  Nothing in this Agreement shall affect the
     right of any party to such agreement or instrument to serve process in
     any other manner permitted by law.

                12.11.  SEVERABILITY.  In the event any one or more of the
                        ------------
     provisions contained in this Agreement should be held invalid, illegal
     or unenforceable in any respect, the validity, legality and
     enforceability of the remaining provisions contained herein and therein
     shall not in any way be affected or impaired thereby.  The parties shall
     endeavor in good-faith negotiations to replace the invalid, illegal or
     unenforceable provisions with valid provisions the economic effect of
     which comes as close as possible to that of the invalid, illegal or
     unenforceable provisions.

                 12.12.  SECTION HEADINGS.  The section headings and table of
                         ----------------
     contents contained in this Agreement are for reference purposes only and
     shall not affect in any way the meaning or interpretation of this
     Agreement.

                12.13.  COUNTERPARTS.  This Agreement may be executed in
                        ------------
     multiple counterparts, each of which shall be deemed to be an original,
     but all of which together shall constitute one and the same instrument.

<PAGE>


                12.14.  PUBLICITY.  (a)  Neither party shall issue any press
                        ---------
     release or make any other public announcement with respect to this
     Agreement or the transactions contemplated hereby without obtaining the
     prior written approval of the other party (which will not be
     unreasonably withheld or delayed), except as may be required by
     Governmental Rule or the regulations of any securities exchange.  In the
     event any such release or announcement is to be made because it is
     required by a Governmental Rule or such regulations, such party shall
     (or shall cause the Person required to issue the release or make the
     announcement to) first (i) allow the other party reasonable time to
     comment on such release or announcement in advance of its issuance and
     (ii) use reasonable efforts to accept the reasonable and good faith
     comments of the other party.

                (b)  Prior to the Closing, Purchaser shall not, without
     Seller's prior written consent, consult any Persons that have been
     identified to Purchaser by Seller as customers, vendors, clients,
     prospects or other Persons with whom Seller has a business relationship
     regarding such Person's relationship with Seller; provided, however,
     Purchaser shall not be deemed to waive its right to be satisfied that
     all conditions precedent to the Closing set forth in Article VII have
     been satisfied.

               (c)     Except as required by Governmental Rule or the
     regulations of any securities exchange, neither party will give a copy
     of this Agreement to any Person which is not an affiliate of such party
     or a partner, officer, director, employee, stockholder, agent,
     representative or professional adviser to such party or affiliate,
     without the prior written consent of the other party.  The disclosing
     party shall take reasonable actions to prevent any recipient of a copy
     of this Agreement from providing a copy of this Agreement to any
     additional Person without written consent.

                12.15.  ENTIRE AGREEMENT.  This Agreement, the other
                        ----------------
     Operative Agreements and the Exhibits, Schedules,  Appendices and
     Attachments hereto and thereto and the Confidentiality Agreement
     constitute the entire agreement of the parties with respect to the
          subject matter thereof and
<PAGE>


     supersede all prior written and oral agreements and understandings with
     respect to such subject matter.


               IN WITNESS WHEREOF, the parties hereto have caused this
     Agreement to be duly executed as of the day and year first above
     written.


                                   ADVANTIS


                                      /s/Patrick M. Kerin
                                   by____________________________
                                     Title:Executive Vice President
                                             and CEO

                                   TELCO NETWORK SERVICES, INC.


                                     /s/Donald A. Burns
                                   by__________________________
                                     Title:Chief Executive Officer
                                             and CEO