<PAGE>   1
                                                                EXHIBIT 10.3

          MIDCOM COMMUNICATIONS INC., DBA ADNET TELEMANAGEMENT/DEALER
                                   AGREEMENT

     AGREEMENT made and entered into this 4th day of April, 1996, by and
between MIDCOM COMMUNICATIONS INC., DBA ADNET Telemanagement ("MIDCOM"), a
corporation organized and existing under the laws of the State of Washington,
having its principal place of business at 1600 MIDCOM Tower, 1111 Third Avenue,
Seattle, Washington 98101, and TIE COMMUNICATIONS, INC., a corporation
organized and existing under the laws of the State of Kansas, having its
principal place of business at 8500 West 110th Street, Overland Park, Kansas
66210 ("DEALER").

     WHEREAS, MIDCOM, an interexchange carrier (IXC), is the holder of certain
reseller agreements with other IXCs offering telephone services, and MIDCOM is
desirous of granting to Dealer, and Dealer is desirous of accepting, the right
to solicit customer orders for telephone services through MIDCOM.

     THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, the parties hereby agree as follows:

1.   INDEPENDENT DEALER

     MIDCOM hereby grants to Dealer the non-exclusive right to solicit orders
     for the following MIDCOM Advantage services ("Listed Services"): switched
     outbound, dedicated outbound, switched inbound, dedicated inbound, calling
     card, private line and conference calling. Dealer's right to solicit order
     extends to all jurisdictions where MIDCOM offers the Listed Services.
     Dealer shall not offer services to a potential Customer which are not
     specifically offered by MIDCOM pursuant to its applicable tariffs. Dealer
     may market and sell telecommunications products or services of other
     resellers and carriers. The customers that Dealer brings to MIDCOM through
     its efforts will hereinafter be referred to as "Customers".

2.   TERM

     This Agreement shall be effective as of the date set forth in the preamble
     and shall continue for a term of three (3) years unless terminated as
     provided for in Section 9. If the parties wish to continue their
     relationship beyond this three-year period, a new contract will be
     negotiated and signed, otherwise this Agreement will convert to a
     month-to-month relationship.

3.   DUTIES OF DEALER

     Dealer shall exert its best efforts to solicit and enroll new customers in
     the Listed Services and to maintain its status as a qualified dealer.
     Dealer shall be deemed to have maintained status as a "qualified dealer"
     with respect to any month if, during the preceding three (3) month period,
     Dealer has enrolled an average of three (3) Customers per month and Dealer
     has made its best commercial efforts to retain Customers previously
     enrolled in good standing. A Customer in good standing shall mean a
     Customer who has paid MIDCOM all monthly service fees and/or usage invoices
     on a timely basis. Dealer is not authorized to represent itself as an
     agent, division or subsidiary of MIDCOM.

4.   DEALER COMPENSATION

     4.1  DETERMINATION OF COMMISSION. Subject to the terms and conditions of
     this Agreement, Dealer shall be entitled to sales commissions on Customer
     accounts.

          (A) AMOUNTS SUBJECT TO COMMISSION. Commissions are payable on all
          billed usage (not including taxes, customer adjustments, and other
          non-usage charges) for international, interstate and intrastate calls
          completed by Customers on the Listed Services. The commission rate
          structure is specified in Exhibit 1. All other services are not
          subject to a commission.



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          (b) MONTHLY BILLING COMMITMENT. Dealer's commissions for interstate
          traffic are based on the monthly billing commitment made by Dealer.
          All other commissions are as specified in Exhibit 1 regardless of the
          monthly billing commitment. The monthly billing commitment pertains to
          the minimum amount of billings required by the Customers attributable
          to Dealer per month. Dealer hereby agrees to one of the monthly
          billing commitment levels specified below (please initial one of the
          lines below):

                   X
               ---------- Standard: No monthly commitment

               ---------- Bronze: $25,000 monthly commitment

               ---------- Silver: $50,000 monthly commitment

               ---------- Gold: $100,000 monthly commitment

     4.2  DEALER'S AGENTS. MIDCOM shall not be responsible for making
     payments to any employee, agent or representative of Dealer, and Dealer
     shall indemnify MIDCOM against and hold MIDCOM harmless from any and all
     liability therefor.

     4.3  TRAIL COMMISSIONS. Except for termination by MIDCOM for Dealer's
     material breach of this Agreement under Section S. Dealer shall be entitled
     to commissions after termination of this Agreement ("Trail Commissions") on
     all Customers in good standing for the term specified in Section 9.4 or as
     long as the Dealer is not in material breach of any continuing warranty,
     promise or agreement.

     4.4  CUSTOMER BAD DEBT. A Customer account sixty (60)  days past due
     shall be deemed to be Bad Debt and MIDCOM shall have the right to offset
     such amounts from Dealer's commissions or other moneys payable to Dealer,
     subject to the limitation that Dealer's maximum Bad Debt liability on any
     particular account shall not exceed the total amount of commissions paid by
     MIDCOM to Dealer for that account in the prior twelve (12) months. MIDCOM
     will provide to Dealer the payment status of accounts on a regular basis.
     Dealer shall assist MIDCOM in its efforts to collect overdue accounts and
     Bad Debts of Customers.

     4.5  UNAUTHORIZED PIC CHANGES. Dealer shall be responsible for, and
     MIDCOM shall have the right to offset against any compensation payable to
     Dealer hereunder, (i) any fines, charges and/or Customer adjustments
     imposed by a Local Exchange Carrier (LEC) or by a federal or state agency
     for unauthorized Primary Interexchange Carrier (PIC) changes, and (ii) an
     amount equal to charges for Listed Services disputed by Customers on the
     grounds that Dealer, or its employees, agents, or representatives,
     misrepresented the MIDCOM services or MIDCOM's prices therefor, that the
     LOA was forged or otherwise unethically obtained, that Dealer acted beyond
     the scope of the rights granted pursuant to the Customer's LOA, or that the
     Customer notified Dealer that it cancelled MIDCOM Services and Dealer
     failed to notify MIDCOM.

     4.6  TRANSFER OF CUSTOMER AND PROMOTIONS. In the event that a Customer
     contacts MIDCOM to request cancellation and removal from the MIDCOM
     network, MIDCOM reserves the right, in its sole discretion, to transfer the
     Customer to another MIDCOM service. In such case, Dealer's commissions will
     be adjusted to the commission schedule applicable to such service. MIDCOM
     may, at its discretion, offer promotions to prevent attrition and Dealer
     commission will be paid on the net amounts collected during such
     promotional period.

5.   ACCEPTANCE OF ORDERS AND PROVIDING SERVICE

     5.1  SWITCHING CUSTOMER'S SERVICE. Customer Orders placed by Dealer with
     MIDCOM shall be accompanied by a valid Letter of Agency (LOA) in a form
     approved by MIDCOM. Dealer agrees to comply with MIDCOM's Standards Policy
     for Switching Long Distance Service, attached hereto as Exhibit 3.

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     5.2 ACCEPTANCE OR REJECTION OF ORDERS. All contracts, enrollments, and
     potential customers recommended to MIDCOM by Dealer for enrollment must be
     approved and authorized by a representative of MIDCOM. MIDCOM may, in the
     reasonable exercise of its discretion, reject orders placed by Dealer on
     the grounds that the Customer is not creditworthy or for any other
     appropriate grounds. If an order is rejected by the LEC or the underlying
     carrier because it is incomplete, it shall be Dealer's responsibility, and
     not the responsibility of MIDCOM, to obtain all necessary information from
     the Customer to complete the order. MIDCOM will provide Dealer with a
     status on orders forwarded to the LEC or underlying carrier.

     5.3 EXISTING MIDCOM CUSTOMERS. MIDCOM will not accept orders from Dealer
     for Customers already using MIDCOM's services. MIDCOM and Dealer will
     mutually cooperate to avoid account disputes with other MIDCOM dealers 
     and MIDCOM sales personnel.

     5.4 PROVISIONING ORDERS. MIDCOM reserves the right to determine the
     underlying carrier for the Customers attributable to Dealer. If MIDCOM
     chooses to switch Dealer's existing Customers to another carrier, TIE and
     MIDCOM must mutually agree on the change of underlying carrier.

     5.5 CUSTOMER RATES. The available interstate rates depend upon Dealer's
     monthly billing commitment as specified in Exhibit 1. All other rates are
     specified in Exhibit 2. All rates, terms and conditions of service are set
     forth in, and are subject to, the applicable MIDCOM tariffs. Both MIDCOM
     and Dealer understand and agree that all rates are subject to prospective
     change.

     5.6 CONTROL AND OWNERSHIP OF CUSTOMER ACCOUNTS. Except as provided herein,
     Dealer understands that MIDCOM has ultimate control and ownership over all
     Customer accounts, as required under current regulatory practices. Service
     is provided to Customers under the applicable MIDCOM tariffs. Dealer
     understands that, pursuant to these tariffs, MIDCOM may disconnect a
     Customer for non-payment or for the other reasons stated in its tariffs.
     Upon Dealer's request and at such time as Dealer is certified and qualified
     as an interexchange carrier or reseller by the FCC and the appropriate
     Public Utility Commissions, MIDCOM agrees to convert and amend this Dealer
     Agreement into a contract for resale (Reseller Agreement) whereby Dealer
     shall be entitled to issue LOAs in its own name, stead, and behalf, and
     that MIDCOM and Dealer will use their best efforts to transfer the existing
     Customers previously enrolled hereunder to Dealer pursuant to such new
     Reseller Agreement so that such Customer shall be classified as the
     Customers of the Dealer, under its requisite authority to act as a carrier
     of record.

6.   SELLING AIDS, PROMOTION AND TRADE NAMES

     6.1 SELLING AIDS, PROMOTION. MIDCOM may, at is election, assist Dealer in
     its efforts to solicit orders, provide training, and/or assist in the
     development of Dealer's promotional materials. All Dealer promotional
     materials must adhere to MIDCOM standards and must receive prior approval
     from MIDCOM.

     6.2 TRADE NAMES. Dealer is authorized to refer to the full corporate name
     of MIDCOM Communications Inc. and use the MIDCOM's service marks, including
     its stylized logos, in combination with, but not separate from, the words
     "Authorized Independent Dealer" on Dealer's business cards, business
     stationary and promotional material. These written materials must display
     both the complete name and identity of Dealer. In all cases, the use of
     MIDCOM's name and marks shall require specific approval from MIDCOM prior
     to use. MIDCOM reserves the right to terminate this right at any time upon
     ten (10) days written notice to Dealer. Dealer agrees to furnish MIDCOM, on
     a quarterly basis, with a current list of all sales persons in its employ
     who are selling MIDCOM services.

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<PAGE>   4
7.   RELATIONSHIP

     The parties acknowledge that Dealer is an independent contractor and is not
     a legal representative or agent of MIDCOM for any purpose except as set
     forth in this Agreement. MIDCOM and Dealer agree that their relationship
     arising from this Agreement does not constitute or create a general agency,
     joint venture, partnership, employment relationship or franchise between
     them. Dealer is not authorized to, and agrees that it will not make any
     warranties or representations, or assume or create any other obligations,
     on MIDCOM's behalf, except with the prior written consent of MIDCOM. In
     accordance herewith, Dealer shall maintain its own business offices, and
     MIDCOM shall, in no respect, exercise any direct supervision of Dealer's
     activities. Neither Dealer nor any employee or agent of Dealer who is
     compensated for services paid by Dealer may directly or indirectly,
     expressly or by implication, be construed as an employee of MIDCOM for any
     purpose, including, but not limited to, insurance benefits or tax
     withholdings, levied or fixed by any city, state or federal governmental
     agency.

8.   INDEMNIFICATION AND WARRANTY

     8.1  DEALER INDEMNIFICATION. Dealer shall indemnify and hold MIDCOM
     harmless from any and all claims, damages, or judgments and reasonable,
     ordinary and necessary attorney fees or other costs of litigation,
     including arbitration, for loss or injuries to person or property arising
     from the actions or omissions of Dealer or any of its representatives or
     subcontractors in connection with Dealer's obligations stated herein.
     Except where solely caused by MIDCOM's willful acts. Dealer shall defend on
     behalf of MIDCOM any suit brought against MIDCOM for any such judgment,
     damage, expense, loss or injury, and Dealer shall reimburse MIDCOM, for all
     attorney fees and expenses incurred in connection therewith promptly upon a
     presentation of a statement therefor. If Dealer fails to pay such fees and
     expenses as set forth in this Section, then MIDCOM shall have the right to
     offset and recover said fees and expenses from Dealer's commissions or from
     any other sums due to Dealer by MIDCOM.

     8.2  MIDCOM INDEMNIFICATION. MIDCOM shall indemnify and hold Dealer
     harmless from any and all claims, damages, or judgments and reasonable,
     ordinary and necessary attorney fees or other costs of litigation,
     including arbitration, for loss or injuries to person or property caused in
     material part by MIDCOM in connection with MIDCOM's obligation stated
     herein, as well as MIDCOM's material omissions or misrepresentations of
     services provided herein.

     8.3  DEALER WARRANTIES. Dealer warrants that it has the authority to
     select MIDCOM to provide the services described herein and that this
     selection does not and will not violate any other arrangement to which
     Dealer is bound. This warranty will survive the execution of this
     Agreement.

     8.4  MIDCOM WARRANTY. MIDCOM WARRANTS THAT IT WILL USE ALL REASONABLE
     EFFORTS TO MAINTAIN ITS OVERALL NETWORK QUALITY. THE QUALITY OF SERVICE
     PROVIDED HEREUNDER SHALL BE CONSISTENT WITH TELECOMMUNICATIONS COMMON
     CARRIER INDUSTRY STANDARDS, GOVERNMENT REGULATIONS, AND SOUND BUSINESS
     PRACTICES. MIDCOM MAKES NO OTHER WARRANTY, WHETHER EXPRESS, IMPLIED OR
     STATUTORY, AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR
     FITNESS FOR ANY PURPOSE OF THE SERVICE OR THE LOCAL ACCESS OR AS TO ANY
     OTHER MATTER, ALL OF WHICH WARRANTIES BY MIDCOM ARE HEREBY EXCLUDED AND
     DISCLAIMED. 

     8.5  LIMITATION OF DAMAGES. Any other provision notwithstanding,
     neither party hereto shall be liable to the other for nay indirect,
     consequential, special, incidental, punitive or any other similar damages
     of any kind or nature, including lost profits, arising in any manner from
     this Agreement and the performance or non-performance of obligations
     hereunder.

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     8.6  SPECIFIC PERFORMANCE. In the event of a breach of this Agreement,
     Dealer and MIDCOM acknowledge and agree that each of them shall, in
     addition to any other remedies available at law, have the right to seek
     specific performance by the other party of its respective obligations
     hereunder in a court of equity, notwithstanding Section 10.14.

     8.7  CONFIDENTIAL INFORMATION. Dealer and MIDCOM hereby acknowledge and
     agree that on and after the date of this Agreement and continuing for a
     period of one (1) year following its termination, and provided that the
     party seeking to enforce the provisions of this subsection is not then in
     default of its obligations hereunder, each party shall hold in the
     strictest confidence, and shall not use or disclose to any person, firm or
     corporation (other than on a need-to-know basis), without the written
     authorization of the other party, any Confidential Information in its
     possession pertaining to the other party, including, without limitation,
     Customer account data, except as may be ordered by a court of competent
     jurisdiction of a claim involving the subject matter of such Confidential
     Information. As used in this Agreement, "Confidential Information" means
     the terms and conditions in this Agreement, including the consideration
     payable hereunder, and all information, documents and materials not
     generally available to the public which have been provided by one party to
     the other in connection with the transactions contemplated hereby or which
     otherwise relate to the Customers and Customer accounts. The parties
     further acknowledge that they are entering into this Agreement in good
     faith, that their relationship has been and is expected to continue to be
     one of mutual respect and goodwill, and that they shall continue to
     describe each other in a manner consistent with the tenor of their
     relationship and shall at no time make any statement or remark to any
     person, firm or entity inconsistent therewith. Dealer and MIDCOM each
     acknowledge and agree that any breach of this Section would cause the other
     party irreparable harm. Accordingly, the non-breaching party may seek and
     obtain injunctive relief against the breach or threatened breach of this
     subsection, in addition to any other remedies to which such party may be
     entitled at law or in equity.

9.   DEFAULT AND TERMINATION

     9.1  TERMINATION FOR CAUSE. Except as provided below, either party to
     this Agreement may, upon thirty (30) days prior written notice to the other
     party, terminate this Agreement if such other party materially breaches or
     fails to perform any obligation arising hereunder. During the thirty (30)
     day period following notice of such termination, the party in breach shall
     have the right to cure any such breach or default. The party in breach
     shall have a longer time to cure the cause of any such notice if, by its
     nature, the cause is such that it is not curable within the thirty (30) day
     period, provided that the party in breach immediately initiates all
     available substantial and continuing action to cure such cause(s).

     9.2  TERMINATION UPON BANKRUPTCY. Notwithstanding any provision set
     forth in Subsections 9.1 and 9.2 hereof, this Agreement shall be deemed to
     have been breached and terminated immediately upon adjudication of either
     party as bankrupt or insolvent; the assignment of a substantial part of the
     assets of either party to or for the benefit of any creditor; the filing of
     a petition of bankruptcy by or against either party which is not dismissed
     within sixty (60) days from the filing thereof; the filing of a bill in
     equity or other proceeding for the appointment of a receiver or other
     custodian of the assets of either party which is not contested in the court
     having jurisdiction thereof; or the dissolution or liquidation of either
     party.

     9.3  REMOVAL OF CUSTOMER UPON TERMINATION. Except for a termination by
     Dealer for material breach by MIDCOM, and/or Dealer achieves reseller
     status, Dealer shall not directly or indirectly remove any Customer
     solicited by Dealer from MIDCOM's services, without MIDCOM's prior written
     approval, during the term of this Agreement and for a period of six (6)
     months thereafter. Any person or entity having any direct or beneficial
     interest attributable to or from Dealer shall be bound by the provisions of
     this covenant, including, without limitation, employees, agents,
     representatives, directors, shareholders, partners, relatives of any of
     these persons, or any other such related person or entity of Dealer
     ("Related Party"). In the event Dealer or a Related Party breaches this
     Agreement by transferring Customers from MIDCOM's network to 

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     9.3  REMOVAL OF CUSTOMER UPON TERMINATION, CONT. another service, then
     MIDCOM shall have no further obligation to pay Trail Commissions. Dealer
     hereby consents to the entry of an injunction prohibiting the removal of
     other Customers without the necessity of MIDCOM posting a bond or other
     form of security therefor. Trail Commission on remaining Customers in good
     standing will be paid provided that Dealer is not in breach of any other
     material provision of this Agreement, including the Dealers continuing
     warranties, promises and agreements.

     9.4  TERMINATION FOR LACK OF PERFORMANCE. Notwithstanding the provisions of
     Section 3, in the event the gross billings from Dealer's Customer accounts
     do not equal or exceed $10,000 per month by the end of one (1) year after
     the effective date of this Agreement. MIDCOM shall have the right to
     terminate this Agreement. In addition, in the event the average monthly
     billings for any three (3) month period after the first year fall below
     $10,000, MIDCOM shall have the right to terminate this Agreement. In the
     event the Agreement is terminated under the provisions of this subsection,
     MIDCOM will be under no further obligation to pay Trail Commissions.

     9.5  TERMINATION FOR REGULATORY VIOLATIONS. In the event that customer
     complaints are filed with LECs or with federal or state agencies against
     Dealer, or against MIDCOM as a result of Dealer's representations or
     actions, MIDCOM reserves the right to terminate this Agreement immediately
     upon written notice to Dealer. Additionally, if it is determined that
     Dealer has knowingly submitted to MIDCOM names of Customers for which the
     LOAs were either forged, unethically obtained, or for which Dealer was
     acting outside of the rights granted under the Customer LOAs, then MIDCOM
     may, at its sole discretion, either terminate this Agreement immediately
     upon written notice to Dealer or suspend accepting any orders from Dealer
     for a period until Dealer has taken action to correct its offending
     marketing practices.

10.  MISCELLANEOUS

     10.1 WAIVER. No waiver by either party of any default by the other party
     with respect to any term or provision contained herein shall be deemed to
     be a waiver of such term or provision unless the waiver is in writing and
     signed by the waiving party. The waiver by either party hereto of any
     breach or violation of any provision of the Agreement shall not operate or
     be construed as a waiver of any subsequent breach or violation.

     10.2 ENTIRE AGREEMENT. This Agreement sets forth the entire understanding
     between the parties concerning the subject matter hereof, and supersedes
     all prior negotiations and understandings with respect thereto. There are
     no covenants, promises, agreements, conditions or understandings, either
     oral or written, between the parties and relating to the subject matter of
     this Agreement other than those set forth herein. No alteration, amendment,
     change or addition to this Agreement shall be binding upon either party
     unless in writing and signed by a Vice President of MIDCOM and by Dealer's
     authorized representative.

     10.3 GOVERNING LAW. This Agreement shall be construed in accordance with
     and be governed by the laws of the State of Washington, without recourse to
     its conflict of laws principles. Venue for any action concerning this
     Agreement shall be in the County of King, State of Washington, or the
     federal courts located in King County, Washington.

     10.4 OPPORTUNITY TO PARTICIPATE IN DRAFTING. The parties have been
     furnished an equal opportunity to participate in drafting of this Agreement
     and any schedules and exhibits attached. No ambiguity shall be construed
     against any party based upon a claim that party drafted the applicable
     language.

     10.5 BENEFIT. This Agreement shall inure to the benefit of, and shall be
     binding upon, the parties hereto and their respective successors and
     assigns. This Agreement shall not be assigned, nor the performance
     hereunder be delegated by either party without the prior written consent of
     the other party hereto.



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     10.6 NOTICES. All notices shall be in writing and shall be deemed to
     have been given on the dates indicated below:

          (a)  OVERNIGHT COURIER. Business day following deposit of such notice
          with such courier.

          (b)  TELEFAX. Business day of transmission if sent before 2:00 p.m.
          recipient's time with receipt confirmed.

          (c)  PERSONAL DELIVERY. Business day of delivery.

          (d)  POSTAGE PREPAID MAIL. Third business day following date of
          mailing (date of postmark).

          (e)  CERTIFIED MAIL. Eight business days following date of postmark.

          If to MIDCOM, addressed to:          With a copy to:

          MIDCOM Communications Inc.           MIDCOM Communications Inc.
          Attn: George Rebensdorff             Dave Wiegand
          Senior Vice President Legal Affairs  Vice President National Accounts
          1800 MIDCOM Tower                    1800 MIDCOM Tower
          1111 Third Avenue                    1111 Third Avenue
          Seattle, WA 98101                    Seattle, WA 98101
          Phone:       (206) 828-8000          Phone:       (206) 628-8000
          Fax:         (206) 628-8172          Fax:         (206) 628-8295


          If to Dealer, addressed to:
          TIE Communications, Inc.
          Attention: Steve Ward
          8500 West 110th Street
          Overland Park, KS 68210
          Phone:  913-344-0400
          Fax:    913-344-0450

          or to any such address as the party to receive the notice shall advise
          by due notice given in accordance with this subsection.

     10.7 PERFORMANCE. If performance by MIDCOM of any part of this Agreement is
     prevented, hindered, delayed or otherwise made impractical by reason of any
     flood, riot, fire, strike, explosion, power blackout, civil disturbance,
     labor dispute, war, change in government regulation (including tariffs
     governing the Listed Services), court action, failure of equipment, refusal
     to provide or delay in providing service by an IXC or LEC, any act of God,
     or any other cause beyond the direct control of MIDCOM, then MIDCOM shall
     be excused from such performance. MIDCOM shall have no obligation to
     provide alternative routing with respect to any transmission capacity
     provided pursuant to this Agreement. In no event shall MIDCOM be liable to
     Dealer or any other person, firm or entity in any other respect, including,
     without limitation, for any damages, either direct or indirect,
     consequential, special, incidental, actual, punitive, or any other damages,
     or for any lost profits of any kind or nature whatsoever, arising out of
     mistakes, accidents, errors, omissions, interruptions, or defects in
     transmission, or delays, including those which may be caused by regulatory
     or judicial authorities, arising out of or relating to this Agreement or
     the obligations of MIDCOM pursuant to this Agreement.

     10.8 NON-DISCLOSURE. The terms and conditions of this Agreement are
     proprietary and confidential and shall not be disclosed to any third party
     without written consent from MIDCOM.
  
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<PAGE>   8
     10.9  ASSIGNMENT. This Agreement shall be binding upon and shall move
     to benefit the parties and their legal representatives, heirs and
     successors. However, no interest of Dealer may be assigned, sub-contracted,
     or otherwise transferred, either voluntarily, or involuntarily, without the
     prior written consent of MIDCOM, which shall not be unreasonably withheld.
     Any such attempted transfer shall be void and shall constitute a breach of
     this Agreement. In the event of a dispute between partners and owners of a
     Dealer-owned ownership of rights to Trail Commissions, MIDCOM shall have
     the right to hold in an escrow account maintained by MIDCOM the disputed
     commissions or it may interplead and deposit the funds with a court of
     competent jurisdiction at the expense of the disputing parties.

     10.10 SEVERABILITY. In the event any one or more immaterial provisions
     is found to be invalid, the finding shall not affect the validity or
     enforceability of the other provisions.

     10.11 CAPTIONS. The captions and section numbers appearing in this
     Agreement are inserted only as a matter of convenience, and shall not be
     used to construe, define, limit or describe the scope or intent of the
     provisions of this Agreement.

     10.12 COUNTERPARTS. This Agreement may be executed in counterparts,
     each of which when executed by the parties hereto shall be deemed an
     original and all of which together shall be deemed the same Agreement.

     10.13 ATTORNEY FEES AND COSTS. In the event of any legal dispute
     between the parties relating to the Agreement, including arbitration
     provided for in Section 10.14, the most prevailing party shall be entitled
     to all costs and legal expenses including, but not limited to, reasonable,
     ordinary and necessary attorney fees, accounting fees, court costs, expert
     witness and expenses, and investigation expenses.

     10.14 ARBITRATION. Any dispute between MIDCOM and Dealer arising under
     this Agreement shall be subject to arbitration in the City of Seattle,
     State of Washington, pursuant to the rules then in effect of the American
     Arbitration Association (or any other place or under any form or
     arbitration mutually acceptable to MIDCOM and Dealer). The decision
     rendered by the arbitrator shall be final and conclusive upon the parties
     and a judgment thereon may be entered in the highest court of the forum so
     having jurisdiction of the matter. The expenses of such arbitration shall
     be borne equally by the parties to the arbitration provided that each party
     shall pay for its own costs for experts, evidence and counsels' fees.

     10.15 AUTHORITY TO EXECUTE. Each person executing this Agreement on
     behalf of another person or organization represents and warrants to each
     member of all other parties that he or she is fully authorized to execute
     and deliver this Agreement on behalf of such person or organization. Each
     member of each party represents and warrants to all members of all other
     parties that no consent of any person not a party to this Agreement is
     necessary in order for this Agreement to be fully and completely binding
     upon each member of the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

MIDCOM COMMUNICATIONS INC.              
DBA ADNET TELEMANAGEMENT                DEALER: TIE COMMUNICATIONS, INC.

By: Dave Wiegand                        By: L. Stephen Ward
    --------------------------------        -----------------------------------

Title: Vice President                   Title: Vice President Sales & Marketing
       -----------------------------           --------------------------------

Signature: Dave Wiegand                 Signature: L. Stephen Ward
           -------------------------               ----------------------------

Date: 4/10/96                           Date: 5/17/96
      ------------------------------          ---------------------------------

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Dealer Contact Information: Tax ID # or SSN: _________________________
Primary Contact: ___________________________________ Phone: ___________________
                                                     FAX: _____________________






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<PAGE>   10
                                   EXHIBIT I




All services will be provisioned and billed by the ADNET division of Midcom.

Pricing and rates contained herein are predicated on TIE Communications sales
revenues of one million dollars monthly. For the purposes of computation, TIE's
own long distance usage will be included and will contribute to TIE's overall
volume. 

There is no monthly or annual commitment associated with this AGREEMENT. 
<PAGE>   11
                                   EXHIBIT II
                              SIMPLICITY STANDARD

<TABLE>
<CAPTION>
          ADNET WATS & 800
1 + SWITCHED OUTBOUND & 800 INBOUND
COST PER MINUTE     % OF COMMISSION
---------------     ---------------
<S>                 <C>
    0.1650                27%
    0.1550                25%
    0.1450                20%
    0.1350                15%
    0.1250                10%
    0.1150                 4%
</TABLE>

<TABLE>
<CAPTION>
          ADNET WATS PLUS                             ADNET 800 PLUS
       DEDICATED T1 OUTBOUND                       DEDICATED T1 INBOUND
COST PER MINUTE     % OF COMMISSION         COST PER MINUTE     % OF COMMISSION
---------------     ---------------         ---------------     ---------------
<S>                 <C>                     <C>                 <C>
    0.1199                30%                   0.1199                30%
    0.1099                27%                   0.1099                27%
    0.0999                20%                   0.0999                20%
    0.0949                18%                   0.0949                16%
    0.0899                15%                   0.0899                12%
    0.0849                11%                   0.0849                 7%
    0.0799                 7%                   0.0799                 4%
    0.0749                 4%
</TABLE>


                             SIMPLICITY PLUS (AT&T)

<TABLE>
<CAPTION>
          ADNET/AT&T WATS                             ADNET/AT&T 800
       1 + SWITCHED OUTBOUND                       SWITCHED 800 INBOUND
COST PER MINUTE     % OF COMMISSION         COST PER MINUTE     % OF COMMISSION
---------------     ---------------         ---------------     ---------------
<S>                 <C>                     <C>                 <C>
           NOT AVAILABLE                        0.2099                25%
                                                0.1999                20%
                                                0.1899                17%
                                                0.1799                13%
                                                0.1899                10%
                                                0.1599                 7%
                                                0.1499                 4%
</TABLE>

<TABLE>
<CAPTION>
        ADNET/AT&T WATS PLUS                        ADNET/AT&T 800 PLUS
       DEDICATED T1 OUTBOUND                       DEDICATED 800 INBOUND
COST PER MINUTE     % OF COMMISSION         COST PER MINUTE     % OF COMMISSION
---------------     ---------------         ---------------     ---------------
<S>                 <C>                     <C>                 <C>
    0.1499                25%                   0.1549                25%
    0.1399                20%                   0.1449                20%
    0.1299                15%                   0.1349                15%
    0.1199                10%                   0.1249                10%
    0.1099                 7%                   0.1149                 7%
    0.0999                 4%                   0.1049                 4%
</TABLE>


All IntraState calls will pay 10% commission.
All International calls will pay 8% commission.



------------------------                               ------------------------
Dealer                                                 MIDCOM
<PAGE>   12


                                   EXHIBIT II
                      SIMPLICITY STANDARD INTRASTATE RATES

<TABLE>
<CAPTION>
                DEDICATED       DEDICATED       SWITCHED        SWITCHED       
                OUTBOUND      INBOUND (800)     OUTBOUND      INBOUND (800)
STATE           RATE/MIN.       RATE/MIN.       RATE/MIN.       RATE/MIN.
-----           ---------     -------------     ---------     -------------
<S>             <C>             <C>             <C>             <C>
  AK             0.1800          0.1827          0.2169          0.2421
  AL             0.0846          0.1233          0.1377          0.1512
  AR             0.1116          0.1683          0.1782          0.2178
  AZ             0.1206          0.1485          0.2007          0.1800
CA (1)           0.0499          0.1049          0.0599          0.1449
CA (2)           0.0949          0.1049          0.1199          0.1449
  CO             0.1269          0.1197          0.1809          0.1926
  CT             0.1143          0.1368          0.1341          0.2034
  DE             0.1053          0.1369          0.1575          0.2025
  FL             0.1134          0.1242          0.1755          0.2025
  GA             0.1082          0.1116          0.1755          0.1854
  HI             0.1600          0.1827          0.2169          0.2421
  IA             0.1008          0.1323          0.1845          0.2106
  ID             0.1260          0.1260          0.1998          0.1998
  IL             0.1116          0.1305          0.1197          0.1809
  IN             0.1008          0.1215          0.1512          0.1755
  KS             0.1413          0.1332          0.2115          0.2493
  KY             0.1161          0.1719          0.1881          0.2106
  LA             0.0945          0.1233          0.1377          0.1737
  MA             0.0900          0.1017          0.1440          0.1467
  MD             0.1062          0.1152          0.1467          0.1449
  ME             0.1845          0.2700          0.2943          0.2745
  MI             0.1080          0.1314          0.1899          0.1764
  MN             0.1161          0.1251          0.1890          0.1944
  MO             0.1296          0.1062          0.1944          0.2214
  MS             0.1395          0.1485          0.1800          0.2079
  MT             0.1080          0.1422          0.1755          0.2079
  NC             0.1044          0.1062          0.1764          0.1872
  ND             0.1116          0.1350          0.1863          0.2115
  NE             0.1251          0.1395          0.1935          0.2340
  NH             0.1341          0.1431          0.2313          0.2889
  NJ             0.1071          0.1161          0.1089          0.1350
  NM             0.1575          0.1584          0.1827          0.2169
  NV             0.1098          0.1440          0.1647          0.1656
  NY             0.1296          0.1368          0.1674          0.1872
  OH             0.1215          0.1422          0.1503          0.2025
  OK             0.1242          0.1656          0.1827          0.2745
  OR             0.1062          0.1242          0.1719          0.2133
  PA             0.1026          0.1296          0.1620          0.1647
  RI             0.1096          0.1305          0.1908          0.1899
  SC             0.1287          0.1368          0.1926          0.2367
  SD             0.1170          0.1440          0.1654          0.2115
  TN             0.1341          0.1485          0.1908          0.1998
  TX             0.1098          0.1089          0.1890          0.1971
  UT             0.1080          0.1323          0.1674          0.1764
  VA             0.1116          0.1161          0.1629          0.1944
  VT             0.1280          0.1440          0.1890          0.2043
  WA             0.1071          0.1125          0.1917          0.1836
  WI             0.1179          0.1280          0.1980          0.2115
  WV             0.1098          0.1287          0.1980          0.2016
  WY             0.1242          0.1242          0.1674          0.1719
</TABLE>

(1) - IntraLATA
(2) - Instrastate
                 10% agent commission on all intrastate rates.


<PAGE>   13
                                   EXHIBIT II
                    SIMPLICITY PLUS (AT&T) INTRASTATE RATES

<TABLE>
<CAPTION>
            DEDICATED      DEDICATED        SWITCHED       SWITCHED
            OUTBOUND     INBOUND (800)      OUTBOUND     INBOUND (800)
 STATE      RATE/MIN.       RATE/MIN.       RATE/MIN.      RATE/MIN.
-------     ---------    -------------      ---------    -------------
<S>         <C>          <C>                <C>          <C> 
  AL         0.0900          0.1253          0.1485         0.1578
  AR         0.1280          0.1847          0.1917         0.2384
  AZ         0.1305          0.1626          0.2160         0.1971
CA (1)       0.0866          0.1199          0.0702         0.1775
CA (2)       0.0999          0.1199          0.1278         0.1775
  CO         0.1368          0.1479          0.1944         0.2120
  CT         0.1224          0.1199          0.1440         0.1782
  DE         0.1170          0.1508          0.1332         0.2051
  FL         0.1215          0.1367          0.1998         0.2228
  GA         0.1080          0.1137          0.1710         0.1883
  HI         0.1890          0.1875          0.3033         0.2129
  IA         0.1080          0.1449          0.1980         0.2310
  ID         0.1575          0.1380          0.2790         0.2193
  IL         0.1206          0.1430          0.1287         0.1991
  IN         0.1143          0.1331          0.1620         0.1922
  KS         0.1440          0.1454          0.2115         0.2738
  KY         0.1280          0.1892          0.2025         0.2307
  LA         0.1017          0.1350          0.1485         0.1902
  MA         0.0972          0.1113          0.1548         0.1607
  MD         0.1143          0.1269          0.1575         0.1587
  ME         0.2052          0.2968          0.3357         0.3006
  MI         0.1170          0.1482          0.2088         0.1932
  MN         0.1143          0.1290          0.1881         0.2003
  MO         0.1358          0.1166          0.2088         0.2429
  MS         0.1530          0.1449          0.1980         0.2310
  MT         0.1170          0.1557          0.2070         0.2307
  NC         0.1179          0.1310          0.1935         0.2051
  ND         0.1188          0.1479          0.2007         0.2316
  NE         0.1350          0.1527          0.2088         0.2562
  NH         0.0990          0.1588          0.2250         0.3165
  NJ         0.1152          0.1190          0.1170         0.1442
  NM         0.1883          0.1745          0.1935         0.2385
  NV         0.1170          0.1577          0.1773         0.1814
  NY         0.1395          0.1499          0.1800         0.2051
  OH         0.1305          0.1588          0.1620         0.2217
  OK         0.1260          0.1680          0.1917         0.2662
  OR         0.1143          0.1361          0.1845         0.2338
  PA         0.1098          0.1461          0.1728         0.1806
  RI         0.0585          0.1430          0.0918         0.2090
  SC         0.1323          0.1424          0.1960         0.2222
  SD         0.1260          0.1587          0.1980         0.2316
  TN         0.1206          0.1635          0.2052         0.2189
  TX         0.1215          0.1238          0.2070         0.2159
  UT         0.1179          0.1449          0.1872         0.1932
  VA         0.1206          0.1241          0.1755         0.1989
  VT         0.1215          0.1587          0.1890         0.2237
  WA         0.1161          0.1232          0.2061         0.2010
  WI         0.1260          0.1421          0.2142         0.2316
  WV         0.1161          0.1410          0.2817         0.2198
  WY         0.1350          0.1725          0.1800         0.2385
</TABLE>

(1)-IntraLATA
(2)-Intrastate    10% agent commission on all intrastate rates.