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                                                                   Exhibit 10.12

                  RESALE SOLUTIONS SWITCHED SERVICES AGREEMENT

THIS AGREEMENT (the "Agreement") is entered into by and between SPRINT
COMMUNICATIONS COMPANY L.P. ("Sprint"), and Logix Communications Corporation
("Customer"). Sprint and Customer are "Parties" hereto.

In consideration of the mutual promises contained herein, the Parties agree as
follows:

1. DEFINITIONS. Capitalized terms appearing in bold print are defined in Exhibit
1.

2. CONFIDENTIALITY. During the Term and thereafter, neither Party shall disclose
any terms of this Agreement, including pricing, or Proprietary Information of
the other Party. Proprietary Information shall remain the property of the
disclosing Party. A Party receiving Proprietary Information shall: (i) use or
reproduce such information only when necessary to perform this Agreement; (ii)
provide at least the same care to avoid disclosure or unauthorized use of such
information as it provides to protect its own Proprietary Information; (iii)
limit access to such information to its employees or agents who need such
information to perform this Agreement; and (iv) return or destroy all such
information, including copies, after the need for it has expired, upon request
of the disclosing Party, or upon termination of this Agreement.

Because of the unique nature of Proprietary Information, a breach of this
paragraph may cause irreparable harm for which monetary damages may be
inadequate compensation. Accordingly, in addition to other available remedies, a
Party may seek injunctive relief to enforce this paragraph.

3. TERM. This Agreement will commence on the first day of the second month
following the month in which Sprint executes the Agreement. The Term will
continue after commencement for the period specified in Attachment A.

4. TERMINATION FOR CAUSE.

4.1. A Party may terminate this Agreement upon the other Party's failure to cure
any of the following within 30 days following written notice thereof: (a) the
(i) insolvency, corporate reorganization, arrangement with creditors,
receivership or dissolution of the other Party; or (ii) institution of
bankruptcy proceedings by or against the other Party; (b) assignment or
attempted assignment of the Agreement or any interest therein, except as
permitted by Paragraph 24 hereof; (c) change in majority ownership of a Party
without the other Party's prior written consent, which consent shall not be
unreasonably withheld; (d) a final order by a government entity with appropriate
jurisdiction that a Service or the relationship hereunder is contrary to law or
regulation; or (e) material breach of any other provision of this Agreement not
otherwise referred to in Paragraph 4.

4.2. If Customer fails to cure a breach as provided in Paragraph 8 or if
Customer breaches a provision of Paragraph 17 or I 8, Sprint may, at its option
and in addition to other remedies available in law or equity, take one or more
of the following steps: (i) refuse to accept additional orders for Service; (ii)
refuse to install new Service types or Service locations; (iii) disconnect or
block ANIs, circuits, or other Service Elements; (iv) discontinue Promotional
Discounts and or international discount rates for Services provided until such
time as Customer is in full compliance with Paragraphs 8, l7 and 18 of this
Agreement; and/or (v) terminate this Agreement.

4.3. Customer may terminate the Agreement upon 30 days written notice if Sprint
fails to cure any non-compliance with subparagraph 16.2 of this Agreement.

4.4. Upon termination of this Agreement a Party may recover from the other all
sums it is owed at the time of termination.

5. TERMINATION WITHOUT CAUSE; EARLY TERMINATION CHARGE.

5.1. Customer may terminate this Agreement at any time without cause upon 90
days prior written notice to Sprint and payment to Sprint of the Early
Termination Charge described in Subparagraph 5.2. Service will be discontinued
the first business day of the fourth month after such notice of termination.

5.2. Resale Solution Base Rates and Promotional Discounts are based on
Customer's agreement to purchase Service for the entire Term. It is difficult if
not impossible to calculate Sprint's loss if Customer terminates the Agreement
pursuant to Subparagraph 5.1 or breaches the Agreement prior to the end of the
Term. Therefore, to compensate Sprint for such loss, and not as a penalty,
Customer shall pay Sprint an Early Termination Charge in the event of such
termination or breach. The Early Termination Charge shall equal 50% of $250,000
for each month remaining in the first twenty-four months (24) in the Term when
Service is discontinued pursuant to Subparagraph 5.1 or terminated due to
Customer's breach. The Early Termination Charge shall be paid within 30 days
after the notice provided pursuant to Subparagraph 5.1.

5.3. Acquisition of Another Entity. Customer represents and warrants that it is
in the process of completing an acquisition of American Telco, Inc. which, if
not completed, would not allow Customer to filfill its obligations under this
Agreement. Therefore, in the event Customer fails to complete the acquisition of
American Telco, Inc. within the next 60 days, then Customer may terminate this
Agreement, without any Early Termination Charge, so long as such termination
notice is received by Sprint within 90 days of the Effective Date of this
Agreement, subject to the payment of any and all services provided up to and
including the date of termination. If (i) Customer does acquire the 'new entity
within 60 days of the Effective Date or (ii) does not acquire the new entity but
does not provide Sprint notice of termination within 90 days of the Effective
Date; then this Agreement shall continue in accordance with its terms until
otherwise terminated or expires.

6. APPLICATION OF TARIFFS; INTERSTATE ADJUSTMENT.

6.1. Interstate and international Service shall be provided pursuant to Tariff
as supplemented by this Agreement. In the event of a conflict between this
Agreement and any Tariff, the Tariff shall control.

6.2. Intrastate Service is provided pursuant to Tariff in every respect.
Promotional Discounts will not apply to intrastate Service. An Interstate
Adjustment may be applied based on intrastate usage as provided in Attachment D.
The Interstate Adjustment shall be based on intrastate usage at the Product
Hierarchy Level and will equal the difference between (a) such usage priced at
Tariff less Tariff discounts and (b) such usage priced at the Interstate
Adjustment Rate in Attachment D less Discount One discounts. The Interstate
dif-


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ference between (a) such usage priced at Tariff less Tariff discounts and (b)
such usage priced at the Interstate Adjustment Rate in Attachment D less
Discount One discounts. The Interstate Adjustment for a given month shall not
exceed interstate billing for such month.

6.3. Customer shall pay all applicable Tariff charges including, but not limited
to, fixed charges, feature charges, enhanced Toll Free charges, access facility
charges, and installation and other non-recurring charges. Additionally,
Customer will pay, in accordance with applicable Tariffs, any taxes, levies,
surcharges, or other costs that Sprint is obligated to pay to any governmental
entity or other third party, provided that (i) such obligation is imposed by
valid and lawful legislation or regulation, and (ii) such obligation arises out
of the use of Sprint's services.

6.4. Sprint may modiiy or withdraw Tariffs from time to time, which may include
discontinuation of any Service without Sprint's liability. In the event that a
Service is discontinued and such discontinuation materially and adversely
affects Customer's ability to do business as anticipated in this Agreement, then
Customer may terminate this Agreement upon thirty (30) days written notice to
Sprint without liability for the Early Termination Charge, but must repay to
Sprint a prorata portion of any credits issued under this Agreement, based on
the number of months remaining in the Term.

6.5 In the event Sprint withdraws its filed Tariffs the Tariff terms and
conditions in effect on the date of such withdrawal will continue to apply to
this Agreement. After withdrawal of the applicable Tariffs, the terms of this
Agreement will control over any inconsistent provision in the former Tariffs,
subject to standard contract interpretation rules. Tariffs not withdrawn shall
continue to have the same force and effect.

7. RELATIONSHIP OF PARTIES. Neither this Agreement nor the provision of Service
may be construed to constitute or create an association, joint venture,
partnership or other form of legal entity or business enterprise between
Customer and Sprint, its agents, employees and/or affiliates. Customer is the
service provider with respect to End Users. Sprint is merely a supplier to
Customer with no relationship to End Users.

8. USE OF NAME AND MARKS.

8.1 This Agreement confers no right to use the name, service marks, trademarks,
copyrights, patents or CIC of either Party except as expressly provided herein.
Neither Party shall take any action which would compromise the registered
copyrights or service marks of the other. Sprint's name is proprietary and
nothing herein constitutes a general license authorizing its use. Customer may
not: (a) promote or advertise Sprint's name or capabilities to End Users or
prospective End Users; (b) attempt to sell its service using Sprint's name; or
(c) represent to End Users or prospective End Users that they would be Sprint
customers or that they may obtain Sprint service from Customer.

8.2 Sprint shall provide Customer written notice of a breach of this paragraph.
Customer shall use its best efforts to immediately cure such breach, advising
Sprint of such corrective action. If ,in Sprint's opinion, Customer fails to
effect a cure within 15 days of Sprint's notice, then Sprint may, at its option,
terminate the Agreement pursuant to Subparagraph 4.2.

8.3 Sprint's provision of Resale Connect One Plus Service may result in End
Users being notified by their LEC that Sprint is their designated PIC.
Therefore, to avoid confusion and potential "slamming" complaints, Sprint hereby
authorizes Customer to use Sprint's name under the following conditions to
provide End Users from whom Customer has obtained a PIC Authorization with a
fulfillment piece containing the following Notice (the "Notice"):

      We want to affirm how ___ will provide your long distance service.
      Although _____ will provide your invoice and customer service, we use
      major national carriers to actually carry your long distance calls.

      After subscribing to our service, you may receive a notice from your local
      phone company which says that your long distance "Carrier of Choice" is
      Sprint. ____ has selected Sprint as the long distance network provider it
      will use to handle your calls. That selection was based on your quality
      and price requirements. If you have any questions about your order, please
      call our toll free customer service number, 1-___-____.

8.4 If Customer subscribes to Resale Connect One Plus, calls placed by End Users
to the Sprint access number will be answered "Sprint operator." This may cause
confusion if the End User does not know its calls are being carried on the
Sprint network. Therefore, to avoid such confusion, Sprint hereby authorizes
Customer to provide End Users who use Sprint Express with a fulfillment piece
containing the following notice (the "Sprint Express Notice"): "International
call origination may be provided by a Sprint operator." Sprint may withdraw
consent to use the Sprint Express Notice upon 10 days written notice.

9. SERVICE. Services provided hereunder are described in Exhibit 2.

10. LEGAL COMPLIANCE; REMEDIES FOR NON-COMPLIANCE.

10.1. Customer represents and warrants that (a) it has obtained all licenses and
regulatory approvals and that it has the legal authority necessary to operate as
contemplated herein and (b) it will not submit an End User ANI for activation
without obtaining and maintaining a proper PIC Authorization.

10.2. If, in Sprint's opinion, Customer breaches this paragraph, Sprint may (a)
terminate this Agreement pursuant to Subparagraph 4.1(e), (b) reject End User
ANIs submitted by Customer for placement under its account, and/or (c)
discontinue Promotional Discounts. If Sprint elects option (b) or (c), it will
resume accepting ANIs and/or reinstate Promotional Discounts only after Customer
produces evidence satisfactory to Sprint that it has cured its breach.

11. CUSTOMER RESPONSIBILITIES.

11.1. Customer shall not be relieved of any obligation hereunder by virtue of
the fact that Service is ultimately used by End Users.

11.2. Customer shall produce for Sprint's inspection, at Customer's expense, any
PIC Authorization within 48 hours after Sprint's oral or written request or
within any shorter period required by a LEC or regulatory agency. If Customer
fails to comply with this subparagraph then Sprint may (a) discontinue
Promotional Discounts and/or (b) refuse to activate additional ANIs under
Customer's account.

11.3. Customer shall reimburse Sprint for any charge assessed by a LEC for
processing a PIC changes due to a Customer initiated dispute.

11.4. Customer shall be solely responsible for End User solicitation, service
requests, creditworthiness, customer service, billing and collection. Customer
remains responsible for compliance with this Agreement, including, but not
limited to, payment responsibilities, without regard to Customer's ability to
charge for Services used by End Users or to collect payment from End Users.


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11.5. Customer shall be financially liable for usage generated by each End User
ANI activated by Sprint until such ANI is presubscribed to another IXC. Customer
may request Sprint to block Network Extension Service to an ANI upon the End
User's failure to pay Customer, subject to Customer's prior certification to
Sprint that it has given the End User any notice required by law. Customer shall
reimburse Sprint for expenses incurred to block an ANI.

11.6. Customer shall be solely liable for amounts it cannot collect from End
Users, including all fraudulent charges, and for billing adjustments it grants
End Users, including adjustments for fraudulent charges, directory assistance or
any other form of credit.

11.7 Customer shall comply with Sprint's network interface procedures when it
orders its own access facilities.

11.8 The ;minimum installation and disconnect intervals for switched Service
Elements is 15 calendar days and for dedicated Service Elements is 35 calendar
days.

12. SERVICE ACTIVATION. Sprint will use reasonable efforts to provide switched
Service within 15 days, and dedicated Service within 30 days, following
Customer's order, or the requested delivery date, whichever is later. These
installation objectives will be extended by the time it takes to address
activation errors or obtain from Customer a complete and accurate order or PIC
Authorization. Customer shall reimburse Sprint for LEC imposed fees resulting
from a request to expedite Service.

13. PRICING; FORWARD PRICING; GENERAL CONDITIONS.

13.1. Pricing. Resale Solution Base Rates and Promotional Discounts are
contained in the Attachments hereto.

13.2. Prices in Lieu of Other Discounts. Resale Solution Base Rates and
Promotional Discounts are extended in lieu of any other Tariff or contractual
discount, special pricing, or discount term plan. Discounts upon discounts are
only permitted if expressly provided for herein.

13.3. Prices Contingent on Performance. Resale Solution Base Rates and
Promotional Discounts are contingent on Customer's full performance of all terms
of the Agreement. If Customer fails to pay the undisputed portion of an invoice
pursuant to Paragraph 17, Sprint may, at its option and in addition to other
remedies available in law or equity, take one or more of the following steps:
(i) refuse to accept additional orders for Service; (ii) refuse to install new
Service types or Service locations; (iii) disconnect or block ANIs, circuits, or
other Service Elements for which full payment has not been made; and/or (iv)
discontinue Promotional Discounts for Services provided until such time as
Customer is in full compliance with Paragraph 17 of this Agreement.

13.4. Per Minute Charges. Resale Solution Base Rates are invoiced based on Per
Minute Charges utilizing the Rate Periods and Billing Increments in Attachment
B.

13.5. Non-Bell Switched Origination, Termination and Toll Free Origination
Charges. Customer shall pay the charges specified in Attachment B for each
originating minute and each terminating minute of an interstate call that
originates and/or terminates in a Non-Bell Service Area.

13.6. Switched Origination, and Termination Charges. Customer shall pay the
charges specified in Attachment B for each originating minute and each
terminating minute of an interstate call.

13.7. Promotional Pricing Levels. Customer will receive Discount One and
Discount Two discounts applied only to Rate Elements as provided in Attachments
C and D.

13.8. Forward Pricing. As a transition to the pricing hereunder, Discount Two
discounts may be based for a period of time on the greater of Customer's actual
Discount Two Monthly Volume of Service or a specified Forward Pricing Volume of
Service. The Forward Pricing Volume of Service and the period during which it
may be applied are specified in Attachment A.

14. SURCHARGES.

14.1. Minimum Commitment Surcharge. For any period during the first twenty-four
(24) months in the Term which Customer fails to meet the Minimum Commitment
stated on Attachment A, Customer shall pay a surcharge for Service provided
during such period equal to 25% of the difference between $250,000 and
Customer's actual Net Usage during such period. Customer's satisfaction of the
Minimum Commitment shall not relieve Customer of any credit or security
obligations set forth in this Agreement.

      14.2. LEC Cap Surcharge. Any month Customer exceeds the Maximum Non-Bell
      Traffic Percentage specified in Attachment B for any Service type,
      Customer shall pay Sprint the per minute surcharge for such Service
      specified in Attachment B for each minute above the Maximum Non-Bell
      Traffic Percentage that originates from or terminates to a Non-Bell
      Service Area. Maximum Non-Bell Traffic Percentages will be calculated
      independently for originating and terminating minutes at each Product
      Hierarchy Level.

14.3. Minimum Average Time Requirement Surcharge. Any month Customer fails to
equal or exceed the Minimum Average Time Requirement specified in Attachment B
for Services specified in Attachment B, then Customer shall pay Sprint a per
minute surcharge on such usage equal to (a) the per minute surcharge specified
in Attachment B multiplied by (b) the difference between (i) the number of
minutes the Service was used and (ii) the number of calls using the Service
multiplied by the Minimum Average Time Requirement. This surcharge shall be
calculated at each Product Hierarchy Level.

14.4. Noncomplete Call Surcharge. Any month Customer exceeds the Maximum
Noncomplete Toll Free Call Percentage for interstate Resale Direct Toll Free,
Resale Direct Toll Free Extension, and/or interstate Resale Connect Toll Free
traffic as stated on Attachment B, Customer shall pay Sprint a surcharge equal
to the amount stated in Attachment B for each Noncomplete Toll Free Call in
excess of the Maximum Noncomplete Toll Free Call Percentage. This surcharge
shall be calculated at each Product Hierarchy Level.

14.5. Minimum Port Usage Surcharge. Any month Customer fails to equal or exceed
the Minimum Port Usage per Active Resale Direct Port (calculated as Customer's
actual Net Usage for Resale Direct Service divided by Customer's total number of
Active Resale Direct Ports at each Product Hierarchy Level) as stated on
Attachment A, Customer shall pay Sprint a surcharge on its Resale Direct Service
usage equal to the difference between (a) Customer's actual Net Usage for Resale
Direct Service and (b) the Minimum Port Usage multiplied by the total number of
Active Resale Direct Ports.

15. SERVICE CHARGES.

For each End User ANI or Toll Free number Customer submits for activation that
requires Sprint to disconnect or transfer such ANI or Toll Free number from
Sprint's data base before placing it within Customer's


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CTIS hierarchy, Custorner will pay to Sprint a service charge of $25.00.
Notwithstanding the foregoing, the service charge described in this paragraph 15
will be waived if such ANIs, or Toll Free numbers do not exceed 15% of the total
ANIs or Toll Free numbers submitted by Customer during the immediately preceding
ninety (90) days.

16. SPECIAL RATE ADJUSTMENTS.

16.1. Sprint may, after 15 days notice to Customer, adjust the price of Service
provided hereunder to reflect changes in international cost of service or
currency exchange rates.

16.2. Sprint will unilaterally amend Attachment B switched origination and
switched termination access charges effective on the first day of January and
July. The adjustment will consider increases and/or decreases in statewide
average minute of use originating and terminating interstate LEC access charges
imposed on Sprint during a measurement period ending approximately ninety (90)
days prior to the effective date of the amendment. Customer will pay amended
Attachment B charges for Service usage beginning on the effective date of the
amendment until the effective date of the succeeding amendment. Attachment B
charges apply only to those Services identified in Attachment B, paragraph
B.13.6.

17. PAYMENT FOR SERVICE.

17.1. Payment Obligation. Customer shall pay Sprint for Service pursuant to the
terms of this Agreement and applicable Tariffs.

17.2. Call Detail. Sprint will provide Customer with a Carrier Transport Call
Detail Record file containing Customer's Service usage. Sprint may, at its
option and without liability to Customer, modify the format of the Carrier
Transport Call Detail Record file upon sixty (60) days written notice to
Customer.

17.3. Payment Procedure. Sprint will invoice Customer monthly for Services
provided hereunder. All amounts stated on each monthly invoice will be due and
payable upon receipt. All undisputed charges for Services provided that remain
unpaid by Customer for a period of thirty (30) days or more after the date of
the invoice will be subject to interest from the date of the invoice at a rate
of up to one and one-half percent (1-1/2%) per month, or the maximum rate
allowable by applicable law. If Customer fails to pay for services in accordance
with the terms set forth in this Section, Sprint may, at its option and in
addition to other remedies available in law or equity, take one or more of the
following steps: (i) refuse to accept additional orders for Service; (ii) refuse
to install new Service types or Service locations; (iii) disconnect or block
ANIs, circuits, or other Service Elements for which full payment has not been
made; and/or (iv) discontinue Promotional Discounts for Services provided until
such time as Customer is in full compliance with this Paragraph 17. The price of
Service is exclusive of applicable taxes. Resale Solution Base Rates and
Promotional Discounts are contingent on Customer providing Sprint with
certificates from appropriate taxing authorities exempting Customer from taxes
that would otherwise be invoiced hereunder.

17.4. Billing Disputes. In the event Customer, in good faith, disputes Sprint's
computation of amounts due and owing within all applicable legal periods of
limitation, Customer may withhold payment of the disputed amount. Customer must
pay all charges which are not in dispute in accordance with the payment terms
set forth in this Section. An amount will not be considered "in dispute" until
Customer has provided Sprint with written documentation explaining the disputed
amount and describing the factual and legal basis of the dispute. Customer must
cooperate with Sprint to resolve any dispute expeditiously. All disputed amounts
are due and payable immediately upon Sprint's written denial of the dispute.

18. PAYMENT SECURITY. Provision of Service is contingent on credit approval by
Sprint. Upon request by Sprint, Customer shall provide Sprint with financial
statements or other indications of Customer's financial and business
circumstances. If Customer's financial or business circumstances or payment
history is or, during the Term, becomes unacceptable to Sprint, then Sprint may
require a deposit, irrevocable letter of credit or other form of security
acceptable to Sprint. Customer's failure to provide such security within 10 days
following Sprint's reasonable request shall constitute a default under
Subparagraph 4.2.

19. PROPERTY AND PERSONAL INJURY INDEMNIFICATION. Each Party agrees to
indemnify, hold harmless, and defend the other Party, its directors, officers,
employees, agents and their successors and assigns from and against any and all
claims, demands, causes of action, losses, damages, expenses or liabilities,
including costs and reasonable attorney's fees, arising out of claims made by
third parties for personal injury (or death) or loss or damage to personal
property, arising out of or related to the negligent or willful misconduct,
errors or omissions, of the indemniiying Party or its subcontractors, directors,
officers, employees, agents or representatives. Claims made by employees of a
Party which are covered under applicable workers' compensation laws are not
indemnified hereunder.

20. PROPRIETARY RIGHTS INDEMNITY. If Customer is made the subject of any claim
or lawsuit by reason of its use of the Services provided hereunder based on the
allegation that the Service as provided by Sprint constitutes an infringement of
any third party patent, copyright or trade secret, enforceable in countries
ratifying the Berne Convention, Customer will promptly notify Sprint thereof in
writing. Sprint will defend and indemnify Customer against all such claims,
demands, and causes of action based on the actual or alleged infringement of any
such third party right. The indemnities set forth in this Section will include,
without limitation, all penalties, awards and judgments, all court and
arbitration costs, attorney's fees and other out-of-pocket costs reasonably
incurred in connection with such claims, demands and causes of action. Sprint
will have sole discretion to settle or compromise such claim or lawsuit without
the written consent of Customer provided that such settlement or compromise does
not require Customer to make any payment not indemnified. Sprint will have the
sole right to retain and select counsel to represent its interests in defending
any such claim or litigation as part of its indemnification obligation
hereunder. Sprint will not reimburse Customer for its attorneys' fees and costs
in connection with Customer's separate retention of
counsel, unless Sprint will have wrongly failed to defend and indemnify
Customer.

If any action results in a final injunction against Customer with respect to the
Services provided pursuant to this Agreement, Sprint agrees that it will at its
option and its sole expense, either (1) procure for Customer the right to
continue using the infringing Services or (2) replace or modify the same so that
it becomes non-infringing or (3) substitute for the Services non-infringing
replacement. Services having a capability equivalent to the Services provided
herein. If none of the foregoing alternatives is reasonably available to Sprint,
then Customer will have the right to terminate the affected portions of this
Agreement. Sprint will have no liability under this indemnity provision to the
extent the clam is based on a use, a modification, or a combination of Sprint
Services with products, goods or services not directly provided by Sprint.

21. LIMITATION OF LIABILITY.

21.1 SPRINT'S ENTIRE LIABILITY RESULTING FROM ITS FAILURE TO PERFORM ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT IN NO EVENT WILL EXCEED AN AMOUNT EQUAL TO THE
NET USAGE CHARGES PAID TO SPRINT BY CUSTOMER DURING THE THREE (3) MONTHS
IMMEDIATELY PRECEDING


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THE EVENT OUT OF WHICH THE LIABILITY AROSE. SPRINT WILL NOT BE LIABLE FOR ANY
UNAVOIDABLE DAMAGE TO CUSTOMER'S PREMISES.

21.2 IN NO EVENT WILL SPRINT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR
INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT.
INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO,
LOST PROFITS OR REVENUES AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT SPRINT
WAS AWARE OR SHOULD HAVE BEEN AWARE OF ThE POSSIBILITY OF SUCH DAMAGES.

21.3 WITH RESPECT TO THE SERVICES, MATERIALS AND EQUIPMENT PROVIDED HEREUNDER,
SPRINT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPLICIThY
STATED IN THE AGREEMENT, AND IN PARTICULAR DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

22. ARBITRATION. Any dispute arising out of or relating to the Agreement may, at
the option of the Parties, be finally settled by arbitration. If the Parties
elect arbitration, such arbitration will be in accordance with the rules of the
American Arbitration Association. The arbitration will be governed by the United
States Arbitration Act, 9 U.S.C. Sec. 1, et. seq., and judgment upon the award
rendered by the arbitrator(s) may be entered by any court with jurisdiction. The
arbitration will be held in the Kansas City, MO metropolitan area.

23. NOTICES. Notices, requests or other communications (excluding invoices)
hereunder shall be in writing and sent by certified mail addressed as follows:

      If to Sprint:              Sprint Communications Company L.P.
                                 Attention: Vice President-Wholesale Services
                                 1520 East Rochelle, Suite
                                 Irving, TX 75039

      With copy to:              Sprint Communications Company L.P.
                                 Attention: Vice President Law-Marketing/Sales
                                 8140 Ward Parkway
                                 Kansas City, MO 64114

      If to Customer:            Logix Communications Corp.
                                 Attention: John W. Gray, Jr.
                                 13439 N. Broadway Ext.
                                 Oklahoma City, OK 73114

24. ASSIGNMENT. Customer may not assign or delegate its responsibilities,
duties, rights or obligations under this Agreement to any person, corporation or
other entity without the written consent of Sprint, much consent not to be
unreasonably withheld.

25. EXCUSABLE DELAY.

25.1 Except for the performance of obligations set forth in Paragraphs 17 ind 18
of this Agreement, Sprint and Customer agree that neither Party vill be
responsible for any delay, interruption or other failure to perform hereunder
due to acts beyond the control of the responsible Party. Such ats include, but
are not limited to, natural disasters such as lightening, arthquakes,
hurricanes, floods or other like causes; war, riot, civil commotion; cable cuts;
explosion or fire; embargoes, strikes or labor disputes; or decrees of
governmental entities.

25.2 The affected Party will give notice to the other Party in the event of any
of the foregoing occurrences. Upon such notice, Sprint may cancel or delay
performance for as long as such performance is delayed by such occurrence or
occurrences, arid in such event will have no liability to Customer. Should such
occurrence continue for more than 60 days and adversely and materially impact
the other party, such other party may terminate this Agreement without liability
upon payment for all Services delivered prior to the date of such termination,
plus all other charges and costs then incurred.

26. HEADINGS. The headings set forth in this Agreement are for purposes of
reference only and do not in any way limit or otherwise affect the meaning or
interpretation of any of the terms of this Agreement.

27. CHOICE OF LAW. This Agreement and all claims relating to the relationship
between Sprint and Customer, including all claims in tort, contract, at law or
in equity will be governed by, construed enforced and interpreted in accordance
with the laws of the state of Kansas without regard to the choice of law
principles thereof.

28. RULES OF CONSTRUCTION. No rule of construction requiring interpretation
against the draftsman shall apply in the interpretation of this Agreement.

29. MODIFICATION OF AGREEMENT. This Agreement may be modified only by written
amendment, executed by officers or representatives of Customer and Sprint. Any
oral agreement contrary to the terms of any Service Agreement will not be
admissible in any dispute, whether in a court of law or in arbitration.

30. WAIVER OF TERMS. If either Party fails, at any time, to enforce any right or
remedy available to it under this Agreement, that failure will not be construed
to be a waiver of the right or remedy with respect to any other breach or
failure by the other Party.

31. PARTIAL INVALIDITY. In the event any of the provisions of this Agreement are
held to be invalid, illegal, or unenforceable, the unaffected provisions of this
Agreement will be unimpaired and remain in full force and effect. Sprint and
Customer will negotiate to substitute for such invalid, illegal or unenforceable
provision a mutually acceptable provision consistent with the original intention
of the Parties

32. CUMULATIVE REMEDIES. Except as otherwise provided herein, the remedies
provided for in this Agreement are in addition to any other remedies available
at law or in equity.

33. ENTIRE AGREEMENT. This Agreement, including Exhibits, Attachments, and the
documents and instruments referred to herein, constitutes the entire
understanding between the Parties relating to its subject matter and supersedes
all prior or contemporaneous negotiations or agreements, whether oral or
written, relating to the subject matter hereof. Customer is not relying upon any
representations or promises made by or on behalf of Sprint in entering into this
Agreement.

34. EXPIRATION OF OFFER. Sprint's offer to enter into this Agreement shall be
withdrawn if the Agreement is not executed by both Parties within 45 days after
the Proposal Date stated on Attachment A.


                         SPRINT PROPRIETARY INFORMATION
                                       5
<PAGE>

EXECUTED and made effective as provided herein.

Logix Communications Corporation    SPRINT COMMUNICATIONS COMPANY L.P.
(Customer)


By: /s/ [ILLEGIBLE]                 By: /s/ John Dupree
    --------------------------          ----------------------------------------
                                        John Dupree
Title: Chief Operating Officer          Vice President, Wholesale Services Group
       -----------------------          ----------------------------------------
Date: May 19, 1998                  Date: 6-8-98
      ------------------------            --------------------------------------


                         SPRINT PROPRIETARY INFORMATION
                                       6
<PAGE>

                                    EXHIBIT 1

                                   DEFINITIONS

Capitalized terms appearing in bold print in the Agreement, its Exhibits and
Attachments are defined as follows:

"Active Resale Direct Port" means a Customer access port (DS-0 equivalent)
connected to Sprint and activated as Resale Direct Service.

"ANI" means a calling telephone number identification which is forwarded to an
JXC by a LEC as a call is placed.

"Associated Location" means a physical premise to or from which Sprint provides
Service which is: (a) owned or leased by Customer; (b) occupied by a business in
which Customer has an equity interest of at least a 25%; or (c) occupied by a
franchisee of Customer.

"Attachment" means a supplement attached to, and a part of, the Agreement.

"Billing Increment" means a Tariffed billing increment, unless otherwise stated
in Attachment B.

"Calling Card" means a card issued to an End User in Customer's name containing
an authorization code that the End User may use to originate calls over Sprint's
network as provided in Exhibit 2.

"CIC" means an IXC carrier identification code.

"CTIS" means Sprint's Carrier Transport Invoicing System.

"Day Rate Period" means the Tariff day rate period unless otherwise specified
herein.

"Discount One" means a Rate Element specific discount that (1) is based on
Customer's Discount One Monthly Volume of Service and (2) is applied to usage at
the Service Hierarchy Level that has been priced at Resale Solution Base Rates.

"Discount One Monthly Volume of Service" means the volume of Customer's monthly
usage, at each Product Hierarchy Level, for a specific Rate Element priced at
Resale Solution Base Rates.

"Discount Rate Period" means the Tariff international discount rate period
unless otherwise specified herein.

"Discount Three" means a Rate Element specific discount that (1) is based on
Customer's Discount Three Monthly Volume of Service and (2) is applied at the
Product Hierarchy Level or the Service Hierarchy Level to interstate or
international usage to the LATAs or countries specified in Attachment C.

"Discount Three Monthly Volume of Service" means the volume of Customer's
monthly usage, at the Product Hierarchy Level or Service Hierarchy Level,
of interstate or international minutes to the specific LATAs or countries
identified in Attachment C and priced based on the usage levels and Rate Periods
specified in Attachment C.

"Discount Two" means a Rate Element specific discount that (l) is based on
Customer's Discount Two Monthly Volume of Service and (2) is applied to usage at
the Service Hierarchy Level that has been priced at Resale Solution Base Rates
less Discount One discounts.

"Discount Two Monthly Volume of Service" means the volume of customer's monthly
usage, at the Master Hierarchy Level, of all Resale Solution Services, including
directory assistance Services, priced at Resale Solution Base Rates after the
application of Discount One discounts, but prior to the application of Discount
Two discounts. Discount Two Monthly Volume of Service does not include Resale
Solution Service charges that are not based on usage, Clearline Service charges,
Private Line charges, any charge associated with access (dedicated or
non-dedicated), facilities charges, any usage related fixed charge, any
non-recurring charge such as installation charges, taxes, surcharges, transfer
fees, or interest.

"Early Termination Charge" means the charge imposed for terminating the
Agreement prior to expiration of the Term as provided in Paragraph 5 thereof.

"Economy Rate Period" means the Tariff international economy rate period.

"End User" means a customer of Customer to whom Sprint extends Network Extension
Service at a Non-Associated Location.

"Evening Rate Period" means the Tariff evening rate period unless otherwise
specified herein.

"Excusable Delay" means any event that prevents a Party from performing its
obligations hereunder and that is beyond the reasonable control and without the
fault or negligence of such Party.

"Exhibit" means a supplement attached to, and a part of, the Agreement.

"Forward Pricing Volume of Service" means the volume of service specified in
Attachment A upon which Discount Two discounts may be based as provided in
Subparagraph 13.8 of the Agreement.

"Interstate Adjustment" means the adjustment under Subparagraph 6.2 to the
invoice for interstate usage that is based on the level of intrastate usage.

"Interstate Adjustment Rate" means the rate identified in Attachment D that is
used to determine the Interstate Adjustment as provided in Subparagraph 6.2.

"IXC" means interexchange carrier.

"LEC" means local exchange carrier.

"Master Hierarchy Level" means billing hierarchy level l. "Maximum Noncomplete
Toll Free Call Percentage" means, for each month, for each Service type, the
ratio, expressed as a percentage, of (i) the aggregate number of Noncomplete
Toll Free Calls during such period divided by (ii) the aggregate number of Toll
Free calls during such period. This percentage shall be calculated at each
Product Hierarchy Level.

"Maximum Non-Bell Traffic Percentage" means, for each month, the ratio,
expressed as a percentage, of (i) the number of minutes during such period that
originate from, or terminate in, a Non-Bell Service Area, divided by (ii) the
total number of minutes during such period. Maximum Non-Bell Traffic Percentages
will be calculated


                         SPRINT PROPRIETARY INFORMATION
                                       7
<PAGE>

independently for originating and terminating minutes at the Product Hierarchy
Level.

"Minimum Average Time Requirement" means the minimurn average call duration,
expressed in minutes, for Services as specified in Attachment B. Minimum Average
Time Requirement calculations will be made at each Product Hierarchy Level.

"Minimum Commitment" means the minimum monthly usage commitment stated on
Attachment A. The calculation to determine whether Customer has met the Minimum
Commitment shall be based on Customer's invoiced Net Usage.

"Minimum Port Usage" means the minimum Net Usage for Resale Direct Service
stated on Attachment A that Customer shall generate per Active Resale Direct
Port.

"Network Extension Service" means Service that Sprint extends to the Non-
Associated Location of an End User.

"Net Usage" means the monthly amount invoiced for use of a Service net of
Discount One, Discount Two and Discount Three discounts. Net Usage includes the
following as they apply to particular Services: monthly per-minute usage charges
invoiced under the Agreement; route advance charges; real time ANI charges;
switched origination and termination charges; directory assistance charges;
Minimum Average Time Requirement Surcharges; Noncomplete Call Surcharges;
FONCard surcharges; and LEC Cap Surcharges.

"Night/Weekend Rate Period" means the Tariff night/weekend rate period unless
otherwise specified herein.

"Noncomplete Toll Free Call" means an attempted Resale Connect Toll Free,
Resale Direct Toll Free, or Resale Direct Toll Free Extension call that is
not completed to the called number for any reason.

"Non-Associated Location" means any physical premise to or from which Sprint
provides Service that is not an Associated Location.

"Non-Bell Service Area" means the geographic service area of any "independent"
LEC which is not a Bell Operating Company.

"Off Peak Rate Period" means (a) the Evening Rate Period and the Night/Weekend
Rate Period for interstate traffic and (b) the Discount Rate Period and Economy
Rate Period for international traffic.

"Peak Rate Period" means (a) the Day Rate Period for interstate traffic and (b)
the Standard Rate Period for international traffic.

"Per Minute Charge" means the per minute charge for Service as set forth in
Exhibit C based on Rate Periods and Billing increments stated in Attachment B.

"PIC" means primary interexchange carrier.

"PIC Authorization" means an End User's selection of a PIC that meets the
requirements of federal and state law.

"Primary Carrier" means the IXC designated by Customer as its f'irst routing
choice and primary overflow carrier.

"Primary Carrier Service" means the Service specified in Attachment A for which
Sprint shall be Customer's Primary Carrier.

"Product Hierarchy Level" means the fifth level in the Customer billing
hierarchy, and is directly above the Service Hierarchy Level which ties like
Services together for purposes of reporting. Each Product Hierarchy Level is
considered independently for calculation and application of Discount One, LEC
Cap Surcharges, Minimum Average Time Requirement Surcharges, Noncomplete Toll
Free Call Surcharges and Minimum Port Usage Surcharges.

"Promotional Discounts" is a collective reference to Discount One, Discount
Two, Discount Three and interstate Adjustments.

"Proposal Date" means the date indicated on Attachment A that the Agreement is
offered by Sprint to Customer.

"Proprietary information" means (a) written information of a Party which is
clearly and conspicuously marked as proprietary or confidential or which is
accompanied by written notice that such information is confidential, or (b) a
verbal communication which is subsequently confirmed in writing to the other
Party as confidential or proprietary information which (i) is maintained in
confidence and secrecy by the disclosing Party, (ii) is

valuable to the disclosing Party because of such confidence or secrecy, and
(iii) is subject to the disclosing Party's reasonable efforts to maintain such
confidentiality and secrecy. Proprietary information shall not include
information which (1) is at any time in the public domain other than through
wrongdoing on the part of an entity owing a duty of confidentiality to the
disclosing Party, (2) is within legitimate possession of the receiving Party
without obligation of confidentiality, (3) is lawfully received from a third
party having rights therein without restriction of the right to disseminate the
information, (4) is independently developed without breach of any obligation of
confidentiality through parties without access to or knowledge of such
Proprietary information, (5) is disclosed with prior written approval of the
other Party, (6) is transmitted after the disclosing Party has received written
notice from the receiving Party that it does not desire to receive further
Proprietary information, or (7) is obligated to be produced under order of a
court of competent jurisdiction. "Rate Element" means a jurisdictional element
of the rate for a particular Service. For example, Resale Direct rates consist
of separate Rate Elements for interstate, intrastate, Canada, Mexico domestic,
Mexico international, other international, and directory assistance usage.

"Rate Periods" is a collective reference to the Day Rate Period, Discount Rate
Period, Economy Rate Period, Evening Rate Period, Night/Weekend Rate Period, Off
Peak Rate Period, Peak Rate Period, and Standard Rate Period.

"Resale Connect FONCard Service" means a Service consisting of a Sprint
authorization code incorporated into Customer's Calling Card which, together
with Customer's service enhancements, is provided to End Users for use in
originating calls over Sprint's network as provided in Exhibit 2.

"Resale Solution Base Rates" means the prices provided herein for Resale
Solution Service.

"Resale Solution Service" means switched Service purchased under the Agreement
and invoiced under CTIS.

"Service" means the service identified in the Exhibits and Attachments that
Sprint shall provide and Customer shall purchase hereunder.

"Service Element" means any line, circuit or other unit of a Service. In the
case of switched or virtual Services, "Service Element" means switched or
virtual Services provided at a Customer location.

"Service Hierarchy Level" means the sixth and lowest level in the Customer's
billing hierarchy.


                         SPRINT PROPRIETARY INFORMATION
                                       8
<PAGE>

"Standard Rate Period" means the Tariff standard rate period for international
Service unless otherwise specified herein.

"Tariff(s)" means any applicable tariff filed by Sprint with the Federal
Communications Commission for interstate or international Service (including
Tariff revisions) and/or any applicable tariff filed with a state regulatory
commission for intrastate Service. Should Sprint no longer file Tariffs in order
to provide Service, then Tariff shall mean the standard rate tables and terms
and conditions that replace such Tariffs.

"Term" means the term of the Agreement as provided in Paragraph 3 thereof.


                         SPRINT PROPRIETARY INFORMATION
                                       9
<PAGE>

                                    EXHIBIT 2

                                    SERVICES

The following Services are provided pursuant to the Agreement:

1. OUTBOUND SERVICE.

1.1. RESALE DIRECT and RESALE DIRECT EXTENSION. Resale Direct and Resale Direct
Extension is provided hereunder for switched outbound traffic with interstate or
international termination that originates over dedicated special access (DS-1 or
DS-3) circuits.

1.2. RESALE DIRECT. Resale Direct is Service subscribed to, and paid for, by
Customer that originates from an Associated Location. Resale Direct may be
obtained only by a carrier with its own CIC.

1.3. RESALE DIRECT EXTENSION. Resale Direct Extension is Service subscribed to
and paid for, by Customer but connected directly to a Non-Associated Location.

1.4. RESALE CONNECT ONE PLUS.  Resale Connect One Plus is provided
hereunder for switched access outbound traffic utilizing Feature Group D
protocol having interstate or intemational termination.

2. TOLL FREE SERVICE.

2.1. RESALE DIRECT TOLL FREE and RESALE DIRECT TOLL FREE EXTENSION. Resale
Direct Toll Free and Resale Direct Toll Free Extension is provided hereunder for
Customer switched inbound traffic with interstate or international origination
that terminates over dedicated special-access (DS-1 or DS-3) circuits.

2.2. RESALE DIRECT TOLL FREE. Resale Direct Toll Free is Toll Free Service
subscribed to, and paid for, by Customer that terminates to an Associated
Location. Resale Direct Toll Free may be obtained only by a carrier with its own
CIC.

2.3. RESALE DIRECT TOLL FREE EXTENSION. Resale Direct Toll Free Extension is
Toll Free Service subscribed to, and paid for, by Customer but connected
directly to a Non-Associated Location.

2.4. RESALE CONNECT TOLL FREE. Resale Connect Toll Free is provided hereunder
for switched inbound traffic, terminating on Feature Group D protocol, having
interstate or international origination.

2.5. INTERNATIONAL TOLL FREE ORIGINATION. International Toll Free Service
("ITFS") shall be provided subject to availability. Because of a limited
quantity of Toll Free numbers in some countries, Sprint may, as it deems
appropriate, after 30 days notice, disconnect any ITFS number which does not
generate at least 60 minutes of usage during any period of three consecutive
months. ITFS traffic must be terminated directly in the continental U.S. If
reorigination occurs, ITFS traffic is subject to foreign PTT interruption and is
beyond Sprint's control. ITFS Service shall be provided pursuant to Tariff,
including rates, discounts and Toll Free number charges, unless otherwise
provided herein.

3. DIRECTORY ASSISTANCE.

3.1. INTERSTATE. Interstate directory assistance provided hereunder must have a
domestic origination over Customer's circuits. Sprint may modify directory
assistance prices provided in the Agreement to reflect changes in LEC directory
assistance charges.

3.2. INTERNATIONAL. International directory assistance is provided pursuant to
Tariff International directory assistance must have a domestic origination over
Customer's circuits and request numbers must be located in the countries listed
in Sprint's FCC Tariff 1, Section 2.1. International directory assistance may be
obtained by calling a Sprint operator who will request the number from the
appropriate country's international operator. Sprint may modify directory
assistance prices provided in the Agreement to reflect changes in directory
assistance charges of other countries.

3.3. TOLL FREE DIRECTORY LISTINGS. Customer's Toll Free numbers shall not be
eligible for any toll free directory listing at Sprint's expense.

4. RESALE CONNECT FONCARD SERVICE.

4.1. Resale Connect FONCard Service consists of an authorization code issued by
Sprint which Customer will incorporate into a Calling Card. The Calling Card,
together with Customer provided service enhancements, will be provided in
Customer's name to End Users who may use the card to originate calls over
Sprint's network in the contiguous U.S. and selected countries. Sprint will
transport Customer's Calling Card traffic with the same quality as Sprint
FONCard traffic.

4.2. Availability. Resale Connect FONCard Service is provided subject to (a)
availability and compatibility of facilities, (b) Customer fulfillment, and (c)
Toll Free access origination, which Customer agrees may be withheld by Sprint in
certain LATAs because of facility constraints.

4.3. Activation. Sprint will provide Customer with activated authorization codes
to be imprinted on Customer's Calling Cards. The codes will be provided within
30 days following Customer's request and notice to Sprint of Customer's
fulfillment vendor.

4.4. Toll Free Access. Customer may elect Calling Card access to a Sprint
operator using either a "Generic" or "Branded" Toll Free access number. The
operator response to a Generic Toll Free call will be similar to: "Long
Distance, may I help you?" Calls to a Branded access number will be answered by
an operator assigned exclusively to Customer. Operator response to Branded
access calls will be similar to: "(Customer) Long Distance Operator."

Customer shall pay a non-recurring charge for establishing account access as
provided in Attachment B.

4.5. Service Representative. Sprint will designate a representative to provide
Customer service. This representative will not be available for direct contact
by End Users.

4.6. Non-Emergency Deactivation. Sprint will advise Customer of the process for
requesting non-emergency deactivation of an authorization code. Sprint may
periodically deactivate unused authorization codes to minimize potential fraud.
Sprint will notiiy Customer of any such deactivation. Emergency deactivation is
provided for in Subparagraph 4.9 of this Attachment.

4.7. Remedy for Service Failure. Notwithstanding anything to the contrary in
Subparagraph 4.1(e) of the Agreement, Customer's sole and


                         SPRINT PROPRIETARY INFORMATION
                                       10
<PAGE>

exclusive remedy for failure of a particular Resale Connect FONCard Service
shall be discontinuation of the affected Service subject to Paragraph 25 of the
Agreement.

4.8. Customer Obligations. Customer shall, at Customer's expense: (a) design,
manufacture and distribute its Calling Cards; (b) solicit End Users in its own
name in compliance with Paragraph 8 of the Agreement; (c) address End User
service requests; (d) determine End User creditworthiness; (e) define its
relationship with End Users relative to its Calling Card service by tariff or
contract; (f) provide Calling Card fulfillment using a bonded fulfillment
vendor; (g) supply its fulfillment vendor with necessary End User information;
(h) maintain its own End User data base; (i) provide End User customer service,
billing and collection; (j) maintain its own End User customer service number,
which shall be printed on each Calling Card; (k) establish internal Calling Card
management procedures; (l) monitor for fraud and code abuse; and (m) cooperate
and interface with Sprint to prevent fraud or code abuse as provided herein.

Customer shall provid Sprint with all order authorizations, service applications
and information that Sprint requires to establish and maintain Resale Connect
FONCard Service and proper invoicing.

Customer shall be liable for (a) all usage charged to an activated authorization
code after the code is provided to Customer or its agent, (b) non payment by End
Users, and (c) billing adjusttnents granted to End Users as provided in
Subparagraph 11.6 of the Agreement.

Customer shall indemnify and hold Sprint harmless from any claim or damages
resulting from Sprint's deactivation of an authorization code at Customer's
request.

4.9. Code Abuse; Fraud; Emergency Deactivation. Sprint and Customer will
cooperate to deter Calling Card fraud and code abuse. Sprint will monitor usage
of Customer Calling Cards to detect fraud or code abuse in the same manner that
it monitors FONCard usage of its own customers. This activity will not create
any liability on the part of Sprint resulting from code abuse or fraud. Customer
shall be liable for all usage charged to an activated authorization code that
results from fraud or code abuse.

Sprint will notify Customer of (a) the process Customer may use to obtain
emergency deactivation of a lost or stolen Calling Card and (b) the process
Sprint will use to notify Customer of suspected fraud or code abuse.

Customer shall maintain a 7 day per week, 24 hour per day, contact that Sprint
will immediately notify if fraud or code abuse is suspected. Customer shall
advise Sprint within 30 minutes after receiving such notice whether it wants the
authorization code deactivated. If Sprint is unable to reach Customer's contact,
or if Customer fails to respond to Sprint's notice within 30 minutes, Sprint
may, in its discretion, deactivate the authorization code and advise Customer of
its actions. Sprint shall incur no liability for such deactivation.

Sprint shall be liable for calls charged to an authorization code after a period
of 4 hours following an appropriate emergency deactivation request.

Requests for credit pursuant to this subparagraph shall be supported by
appropriate documentation. Sprint will investigate and, in its discretion,
either approve or reject such requests. Notwithstanding anything in Paragraph 18
of the Agreement, the amount of any credit request under this subparagraph
shall not be deducted as a disputed cbarge prior to payment of an invoice.


                         SPRINT PROPRIETARY INFORMATION
                                       11
<PAGE>

                                Attachment A - 1

A.3. Term of Agreement: 36 months.

A.13.8. Forward Pricing - Forward Pricing Volume of Service

      The Forward Pricing Volume of Service applicable to Discount Two discounts
      shall be $250,000 beginning the effective date of the Agreement and ending
      the last day of month three (3) of the Term.

A.14.1. Minimum Commitment:

                             Carrier Transport Monthly
            Months             Net Usage Commitment
            ------             --------------------

            1-3                        $0
            4-36                    $250,000

      Customer's Minimum Commitment shall be increased at the beginning of each
      contract quarter to equal Customer's average Carrier Transport Monthly Net
      Usage for the previous quarter; not to be less than $250,000.

A.14.5. Minimum Port Usage: $100 Minimum Net Direct Usage Per Port

Promotional ACF/COC/EFC Charges

      All ACF Charges will be per applicable tariff.
      Monthly recurring COC charges will be $2.50 per port.
      Monthly recurring EFC charges will be $5.50 per port when Customer
        utilizes Sprint's entrance facilities.


                             PROPRIETARY INFORMATION
[LOGO] Sprint                      RESTRICTED
                                       12
<PAGE>

                                 Attachment A -

International Forecast Surcharge.

      To enable Sprint to adequateIy forecast demand for international capacity,
      Customer must provide Sprint with a forecast of projected usage (referred
      to as the "International Usage Forecast") to any country to which Customer
      anticipates generating more than 50,000 MOUs during any month (referred to
      as a "High Usage Country").

      Sprint reserves the right to impose a monthly surcharge on usage to each
      High Usage Country equaI to $0.10 for each MOU (a) above 62,500 MOUs to
      such country if Customer does not submit an International Usage Forecast,
      or (b) above 125% of the usage to such country that is forecasted in
      Customer's International Usage Forecast.

                          International Usage Forecast

      Country                     Minutes/Month
      -------                     -------------

A.34 Proposal Date: May 21, 1998


                             PROPRIETARY INFORMATION
[LOGO] Sprint                      RESTRICTED
                                     12(a)
<PAGE>

                                Attachment B - 1

B.13.4. Billing Increments/Usage Periods for Per Minute Charges.

      Service will be invoiced based on Per Minute Charges utilizing Tariffed
      Rate Periods and Tariffed Billing Increments, unless specifically set
      forth below:

<TABLE>
<CAPTION>
                                                            Initial              Additional
                    Service Type/                      Billing Increment      Billing Increment
                    Rate Element                             (sec)                  (sec)

<S>                                                           <C>                    <C>
        Interstate Direct & Direct Extension                  18                      6
       Canada Term. Direct & Direct Extension                 30                      6
     Mexico US Element Direct & Direct Extension              30                      6
   Mexico Int'l. Element Direct & Direct Extension            60                     60
        Other Int'l Direct & Direct Extension                 30                      6

             Interstate Connect One Plus                      18                      6
            Canada Term. Connect One Plus                     30                      6
         Mexico US Element Connect One Plus                   30                      6
       Mexico Int'l. Element Connect One Plus                 60                     60
            Other Int'l Connect One Plus                      30                      6

 Interstate Direct Toll Free & Direct Toll Free Ext.          18                      6
Canada Orig. Direct Toll Free & Direct Toll Free Ext.         30                      6
   Mexico Direct Toll Free & Direct Toll Free Ext.            60                     60
Other Int'l. Direct Toll Free & Direct Toll Free Ext.         30                      6
  Caribbean Direct Toll Free & Direct Toll Free Ext.          30                      6

            Interstate Connect Toll Free                      18                      6
           Canada Orig. Connect  Toll Free                    30                      6
              Mexico Connect Toll Free                        60                     60
           Other Int'l. Connect  Toll Free                    30                      6
             Caribbean Connect Toll Free                      30                      6

             Interstate Connect FONcard                       18                      6
</TABLE>

B.13.5. Non-Bell Switched Origination/Termination/Toll Free Origination Charge.
        Customer shall pay the following charges for each minute of a switched
        interstate call originating or terminating in a Non-Bell Service Area:

            Not Applicable

B.13.6. Switched Origination/Termination/Toll Free Origination Charge. Customer
        shall pay the following charges for each minute of a switched
        interstate:

            Direct - The Termination Charge on Attachment B-3 will be applied to
               all terminating minutes
            Dedicated Toll Free - The Origination Charge on Attachment B-3 will
               be applied to all originating minutes
            Connect One Plus - Not Applicable
            Connect Toll Free - Not Applicable
            Connect FONcard - Not Applicable
            Direct Extension - Not Applicable
            Direct Toll Free Extension - Not Applicable


                             PROPRIETARY INFORMATION
[LOGO] Sprint                      RESTRICTED
                                       13
<PAGE>

                                Attachment B - 2

B.14.2 LEC Cap Maximum Non-Bell Traffic.

                        Maximum Originating   Maximum Terminating    Non-Bell
Service Type            Non-Bell Traffic %    Non-Bell Traffic %     Surcharge

Direct                          N/A                   N/A               N/A
Direct Toll Free                N/A                   N/A               N/A
Connect One Plus                30%                   30%             $0.050
Connect Toll Free               30%                   30%             $0.050
Connect FONcard                 30%                   30%             $0.050
Direct Extension                N/A                   30%             $0.050
Direct Toll Free Ext            30%                   N/A             $0.050

B.14.3. Minimum Average Call Duration: Minimum Average Time Requirement (MATR)
shall not apply unless specifically set forth below:

            Service Type                MATR                  MATR Surcharge

                N/A                      N/A                        N/A

B.14.4. Maximum Noncomplete Call Percentage.

      Direct Toll Free, Direct Toll Free           Maximum
      Extension, and Connect Toll Free          Noncomplete Toll       Per Call
        Usage Type (Rate Element)            Free Call Percentage      Surcharge

          Intrastate/Interstate                      15%                 $0.04
          International/Canadian                     15%                 $0.25

Promotional Monthly Recurring Toll Free Charges:

      Customer's Monthly Recurring Connect Toll Free service charge will be
      $1.00 per Connect Toll Free account per month.

      Customer's Toll Free numbers (Connect Toll Free, Direct Toll Free, and
      Dedicated Toll Free Extension) requiring Toll Free Directory Assistance
      Listings will be charged an additional Monthly Recurring Charge of $14.00
      per month per Toll Free number requiring such listing.

Toll Free Database Query Charge

      Customer's Toll Free Database Query charge will be $0.005 per domestic
      Connect Toll Free, Direct Toll Free Extension and Direct Toll Free Call.


                             PROPRIETARY INFORMATION
[LOGO] Sprint                      RESTRICTED
                                       14
<PAGE>

                                Attachment B - 3

Direct and Direct Toll Free Interstate Switched Origination and Switched
Termination per Minute Charges

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
               Vendor      Origination   Termination                 Vendor      Origination   Termination
State  Group   (LEC)         Charge       Charge       State  Group   (LEC)         Charge       Charge
----------------------------------------------------------------------------------------------------------
<S>      <C> <C>             <C>          <C>            <C>    <C> <C>             <C>          <C>
  AK     7   LEC OTHER       0.2072       0.1208
  AL     1   BELL SOUTH      0.0248       0.0232         MA     7   LEC OTHER       0.0400       0.0340
  AL     3   GTE             0.0341       0.0449         MD     1   BELL ATL        0.0179       0.0156
  AL     7   LEC OTHER       0.0743       0.0645         MD     7   LEC OTHER       0.0279       0.0364
  AR     1   SWBT            0.0234       0.0205         ME     1   NYEX            0.0392       0.0344
  AR     3   GTE             0.0348       0.0586         ME     4   TDS             0.0835       0.0724
  AR     4   ALLTEL          0.0814       0.0716         ME     7   LEC OTHER       0.0816       0.0719
  AR     5   CENTURY         0.0828       0.0728         MI     1   AMERITECH       0.0241       0.0210
  AR     7   LEC OTHER       0.0810       0.0722         MI     3   GTE             0.0340       0.0417
  AZ     1   US WEST         0.0225       0.0196         MI     4   CENTURY         0.0805       0.0712
  AZ     4   CITIZENS        0.0551       0.0696         MI     7   LEC OTHER       0.0596       0.0579
  AZ     7   LEC OTHER       0.0529       0.0769         MN     1   US WEST         0.0223       0.0195
  CA     1   PACIFIC TELE    0.0163       0.0141         MN     2   SPRINT LTD      0.0371       0.0528
  CA     3   GTE             0.0266       0.0306         MN     3   GTE             0.0344       0.0535
  CA     4   CONTELICA       0.0425       0.0605         MN     4   CEA-MEANS       0.0883       0.0774
  CA     7   LEC OTHER       0.0360       0.0402         MN     5   ROCHESTER       0.0448       0.0405
  CO     1   US WEST         0.0225       0.0197         MN     7   LEC OTHER       0.0801       0.0700
  CO     4   PIT             0.0459       0.0402         MO     1   SWBT            0.0225       0.0197
  CO     7   LEC OTHER       0.0658       0.0394         MO     2   SPRINT LTD      0.0366       0.0518
  CT     1   SNTT            0.0252       0.0215         MO     3   GTE             0.0237       0.0339
  CT     1   NYNEX           0.0370       0.0316         MO     4   ALL TEL         0.0357       0.0311
  CT     7   LEC OTHER       0.0593       0.0581         MO     7   LEC OTHER       0.0786       0.0699
  Dc     1   BELL ATL        0.0178       0.0155         MS     1   BELL SOUTH      0.0282       0.0260
  DC     7   LEC OTHER       0.0165       0.0142         MS     4   CENTURY         0.0776       0.0677
  DE     1   BELL ATL        0.0183       0.0160         MS     7   LEC OTHER       0.0576       0.0509
  DE     7   LEC OTHER       0.0935       0.0727         MT     1   US WEST         0.0237       0.0210
  FL     1   BELL SOUTH      0.0243       0.0225         MT     4   PTI             0.0506       0.0440
  FL     2   SPRINT LTD      0.0285       0.0283         MT     5   CITIZENS        0.0488       0.0688
  FL     3   GTE             0.0239       0.0265         MT     7   LEC OTHER       0.0831       0.0718
  FL     7   LEC OTHER       0.0401       0.0346         NC     1   BELL SOUTH      0.0245       0.0226
  GA     1   BELL SOUTH      0.0243       0.0226         NC     2   SPRINT LTD      0.0271       0.0263
  GA     4   ALLTEL          0.0295       0.0461         NC     3   GTE             0.0332       0.0458
  GA     7   LEC OTHER       0.0727       0.0650         NC     4   ALL TEL         0.0203       0.0176
  GU     7   LEC OTHER       0.0995       0.0891         NC     7   LEC OTHER       0.0646       0.0555
  HI     3   GTE             0.0536       0.0580         ND     1   US WEST         0.0235       0.0205
  HI     7   LEC OTHER       0.1105       0.0897         ND     7   LEC OTHER       0.0829       0.0706
  IA     1   US WEST         0.0226       0.0197         NE     1   US WEST         0.0227       0.0199
  IA     3   GTE             0.0421       0.0611         NE     2   SPRINT LTD      0.0361       0.0554
  IA     4   CEA-INS         0.0828       0.0720         NE     3   GTE             0.0450       0.0518
  IA     5   ROCHESTER       0.0459       0.0434         NE     4   LINCOLN         0.0286       0.0264
  IA     7   LEC OTHER       0.0822       0.0678         NE     7   LEC OTHER       0.0815       0.0737
  ID     1   US WEST         0.0237       0.0212         NH     1   NYNEX           0.0376       0.0327
  ID     3   GTE             0.0514       0.0711         NH     7   LEC OTHER       0.0815       0.0737
  ID     4   CITIZENS        0.0427       0.0605         NJ     1   BELL ATL        0.0179       0.0156
  ID     7   LEC OTHER       0.0855       0.0759         NJ     2   SPRINT LTD      0.0274       0.0248
  IL     1   AMERITECH       0.0154       0.0134         NJ     7   LEC OTHER       0.0376       0.0289
  IL     2   SPRINT LTD      0.0280       0.0244         NM     1   US WEST         0.0229       0.0200
  IL     3   GTE             0.0370       0.0507         NM     3   GTE             0.0591       0.0622
  IL     4   TCG             0.0226       0.0165         NM     7   LEC OTHER       0.0851       0.0840
  IL     7   LEC OTHER       0.0568       0.0528         NV     1   PACIFIC TELESIS 0.0238       0.0205
  IN     1   AMERIECH        0.0236       0.0206         NV     2   SPRINT LTD      0.0126       0.0103
  IN     2   SPRINT LTD      0.0345       0.0411         NV     4   CONTEL/CA       0.0374       0.0622
  IN     3   GTE             0.0344       0.0393         NV     5   CITIZENS        0.0762       0.1083
  IN     7   LEC OTHER       0.0784       0.0697         NV     7   LEC OTHER       0.0854       0.0736
  KS     1   SWBT            0.0230       0.0202         NY     1   NYNEX           0.0278       0.0240
  KS     2   SPRINT LTD      0.0386       0.0557         NY     4   TCG             0.0336       0.0288
  KS     7   LEC OTHER       0.0907       0.0794         NY     5   ROCHESTER       0.0253       0.0218
  KY     1   BELL SOUTH      0.0249       0.0232         NY     6   CITIENS         0.0398       0.0562
  KY     4   CINN BELL       0.0201       0.0176         NY     7   LEC OTHER       0.0554       0.0485
  KY     3   GTE             0.0345       0.0463         OH     1   AMERITECH       0.0242       0.0211
  KY     7   LEC OTHER       0.0753       0.0656         OH     2   SPRINT LTD      0.0351       0.0425
  LA     1   BELL SOUTh      0.0255       0.0235         OH     3   GTE             0.0356       0.0465
  LA     4   CENTURY         0.0814       0.0709         OH     4   CINN BELL       0.0206       0.0171
  LA     7   LEC OTHER       0.0642       0.0534         OH     5   ALLTEL          0.0488       0.0401
  MA     1   NENEX           0.0367       0.0319         OH     6   CENTURY         0.0434       0.0398
----------------------------------------------------------------------------------------------------------

<CAPTION>
----------------------------------------------------
               Vendor       Origination  Termination
State  Group    (LEC)          Charge       Charge
----------------------------------------------------
  <C>    <C>   <C>             <C>          <C>
  OH     7     LEC OTHER       0.0638       0.0571
  OK     1     SWBT            0.0231       0.0202
  OK     3     GTE             0.0318       0.0371
  OK     4     ALL TEL         0.0582       0.0456
  OK     7     LEC OTHER       0.0826       0.0716
  OR     1     US WEST         0.0224       0.0195
  OR     2     SPRINT LTD      0.0551       0.0612
  OR     3     GTE             0.0353       0.0480
  OR     4     PTI             0.0445       0.0385
  OR     7     LEC OTHER       0.0763       0.0750
  PA     1     BELL ATL        0.0180       0.0157
  PA     2     SPRINT LTD      0.0276       0.0255
  PA     3     GTE             0.0315       0.0457
  PA     4     ALL TEL         0.0321       0.0281
  PA     7     LEC OTHER       0.0897       0.0632
  PR     7     LEC OTHER       0.0662       0.0604
  RI     1     NYNEX           0.0367       0.0319
  RI     7     LEC OTHER       0.0935       0.0287
  SC     1     BELL SOUTh      0.0244       0.0226
  SC     2     SPRINT LTD      0.0252       0.0267
  SC     3     GTE             0.0346       0.0460
  SC     4     ALLTEL          0.0269       0.0234
  SC     7     LEC OTHER       0.0652       0.0562
  SD     1     US WEST         0.0268       0.0236
  SD     4     CEA-SDN         0.0863       0.0752
  SD     7     LEC OTHER       0.0885       0.0764
  SN     7     LEC OTHER       0.2110       0.2450
  TN     1     BELL SOUTH      0.0247       0.0229
  TN     2     SPRINT LTD      0.0230       0.0255
  TN     4     TDS             0.0789       0.0679
  TN     5     CITIZENS        0.0458       0.0689
  TN     7     LEC OTHER       0.0736       0.0648
  TX     1     SWBT            0.0224       0.0195
  TX     2     SPRINTLTD       0.0375       0.0537
  TX     3     GTE             0.0331       0.0397
  TX     7     LEC OTHER       0.0741       0.0491
  UT     1     US WEST         0.0224       0.0198
  UT     4     CITIZENS        0.0501       0.0664
  UT     7     LEC OTHER       0.0812       0.0696
  VA     1     BBLL ATL        0.0180       0.0157
  VA     2     SPRINT LTD      0.0239       0.0261
  VA     3     GTE             0.0261       0.0542
  VA     7     LEC OTHER       0.0749       0.0665
  VI     7     LEC OTHER       0.0482       0.0442
  VT     1     NYNEX           0.0390       0.0341
  VT     4     TDS             0.0838       0.0732
  VT     7     LEC OTHER       0.0792       0.0662
  WA     1     US WEST         0.0223       0.0194
  WA     2     SPRINT LTD      0.0549       0.0600
  WA     3     GTE             0.0328       0.0389
  WA     4     PTI             0.0419       0.0365
  WA     7     LEC OTHER       0.0631       0.0562
  WI     1     AMERITECH       0.0233       0.0203
  WI     3     GTE             0.0409       0.0484
  WI     4     CENTURY         0.0662       0.0578
  WI     5     PTI             0.0793       0.0690
  WI     6     TDS             0.0803       0.0701
  WI     7     LEC OTHER       0.0756       0.0666
  WV     1     BELL ATL        0.0182       0.0159
  WV     4     CITIZENS        0.0440       0.0617
  WV     7     LEC OTHER       0.0815       0.0708
  WY     1     US WEST         0.0260       0.0237
  WY     2     SPRINT LTD      0.0479       0.0624
  WY     4     PTI             0.0499       0.0524
  WY     7     LEC OTHER       0.0900       0.0775
----------------------------------------------------
</TABLE>


                             PROPRIETARY INFORMATION
                                   RESTRICTED
                                       15
<PAGE>

                                 Attachment C-1

Interstate Switched Network Extension

Base Rates

--------------------------------------------------------------------------------
LATA Group     Connect One Plus       Connect Toll Free       Connect FONcard
              Peak       OffPeak     Peak        Offpeak   Peak O       Offpeak
--------------------------------------------------------------------------------
    1        $0.1300     $0.1250    $0.1340      $0.1290   $0.1660      $0.1660
    2        $0.2060     $0.2060    $0.2160      $0.2160   $0.2460      $0.2460
--------------------------------------------------------------------------------

See LATA Group Descriptions. LATA Group 2 rates apply to usage originating
from/terminating to Group 2 LATAs. LATA Group 2 rates are not eligible for
Discount 2.

Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.

Discount 2

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
Monthly Volume of Carrier   Connect One Plus   Connect Toll Free    Connect FONcard
    Transport Service       Peak     OffPeak   Peak     Offpeak     Peak    Offpeak
-----------------------------------------------------------------------------------
   <S>                      <C>       <C>      <C>       <C>        <C>      <C>
         $0 - $249,999       0.0%      0.0%     0.0%      0.0%       0.0%     0.0%
   $250,000 - $499,999      36.1%     35.1%    36.1%     35.2%      21.1%    21.1%
   $500,000 - $749,999      36.8%     35.9%    36.9%     36.0%      22.3%    22.3%
   $750,000 +               37.6%     36.7%    37.6%     36.7%      23.8%    23.8%
-----------------------------------------------------------------------------------
</TABLE>

Interstate FONcard Bong Surcharge (per call)

------------------------------
      State           Rate
------------------------------
       All           $0.00
------------------------------

Foncard Surcharge not eligible for Discounts


Interstate FONcard Operator Assistance (per call)

------------------------------
      State           Rate
------------------------------
       All           $1.50
------------------------------

Foncard Operator Assistance not eligible for Discounts


                             Proprietary Information
                                   RESTRICTED
                                       16
<PAGE>

                                 Attachment C-2

Interstate Dedicated Network Extension

Base Rates

--------------------------------------------------------------------------------
      LATA Group        Direct Extension          Direct Toll Free Ext
                         Peak      Offpeak          Peak       OffPeak
--------------------------------------------------------------------------------
           1           $0.1000     $0.1000        $0.1080      $0.1080
           2           $0.1640     $0.1640        $0.1840      $0.1840
--------------------------------------------------------------------------------

See LATA Group Descriptions. Group 2 rates are not eligible for Discount 2.

New Customer Promotion
Discount 1

--------------------------------------------------------------------------------
      Discount 1 Monthly       Direct Extension         Dedicated Toll Free Ext
       Volume of Service       Peak     Offpeak            Peak      OffPeak
--------------------------------------------------------------------------------
       $0       +              25.0%     25.0%             25.0%     25.0%
--------------------------------------------------------------------------------

For dedicated Network Extension Service (Direct Extension and Direct Toll Free
Extension), Customer will be eligible for the New Customer Promotion Discount 1
above (applied to the interstate base rate usage) for all existing accounts and
new accounts that were not dedicated access users on the Sprint network for the
six (6) months immediately preceding receipt of order. Any new accounts that
were dedicated access users on the Sprint network for the six (6) months
preceding receipt of order will be billed in a separate billing product
hierarchy level and will not receive the New Customer Promotion discount.

Discount 2

--------------------------------------------------------------------------------
      Monthly Volume of Carrier   Direct Extension     Direct Toll Free Ext
          Transport Service       Peak     Offpeak      Peak        OffPeak
--------------------------------------------------------------------------------
               $0 - $249,999       0.0%      0.0%       0.0%          0.0%
         $250,000 - $499,999      31.4%     31.4%      32.0%         32.0%
         $500,000 - $749,999      32.7%     32.7%      32.6%         32.6%
         $750,000 +               33.4%     33.4%      33.5%         33.5%
--------------------------------------------------------------------------------


                             Proprietary Information
                                   RESTRICTED
                                       17
<PAGE>

                                 Attachment C-3

     Interstate Connect One Plus, Connect Toll Free, Connect FONCARD, Direct
             Extension, and Direct Toll Free Extension LATA Groups

<TABLE>
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
<C>   <S>                 <C>     <C>                  <C>      <C>                   <C>      <C>
120   Maine               350     Green Bay, WI        486      Shreveport, LA        654      Cheyenne, WY
122   New Hampshire       352     Eau Claire, WI       488      Lafayette, LA         656      Denver, CO
124   Vermont             354     Madison, WI          490      New Orleans, LA       658      Colorado Spgs,CO
126   Springfield, MA     356     Milwaukee, WI        492      Baton Rouge, LA       660      Utah
128   Boston, MA          358     Chicago, IL          520      St Louis, MO          664      New Mexico
130   Rhode Island        360     Rockford, IL         521      Columbia, MO          666      Phoenix, Az
132   New York Metro      362     Cairo, IL            522      Springfield, MO       668      Tucson, Az
133   Poughkeepsie, NY    364     De Kalb, IL          524      Kansas City, MO       670      Eugene, OR
134   Albany, NY          366     Bloomington, IL      526      Fort SmiTh, AR        672      Portland, OR
136   Syracuse, NY        368     Peoria, IL           528      Little Rock, AR       674      Seattle, WA
138   Binghampton,NY      370     Champ.-Urban, IL     530      Pine Bluff, AR        676      Spokane, WA
140   Buffalo, NY         374     Springfield, IL      532      Wichita, KS           720      Reno, NV
220   Atlantic City, NJ   376     Quincy, IL           534      Topeka, KS            721      Las Vegas, NV
222   Trenton, NJ         420     Asheville, NC        536      Oklahoma City, OK     722      San Francisco, CA
224   Newark, NJ          422     Charlotte, NC        538      Tulsa, OK             724      Chico, CA
226   Capital, PA         424     Greensboro, NC       540      El Paso, TX           726      Sacramento, CA
228   Philadelphia, PA    426     Raleigh, NC          542      Midland, TX           728      Fresno, CA
230   Altoona, PA         428     Wilmington, NC       544      Lubbock TX            730      Los Angeles, CA
232   Northeast PA        430     Greenville, SC       546      Amarillo, TX          732      Sari Diego, CA
234   Pittsburgh, PA      432     Florence, SC         548      Wichita Falls, TX     734      Bakersfield, CA
236   Washington, DC      434     Columbia, SC         550      Abilene, TX           736      Monterey, CA
238   Baltimore, MD       436     Charleston, SC       552      Dallas, TX            738      Stockton, CA
240   Hagerstown, MD      438     Atlanta, GA          554      Longview, TX          740      San Luis Ob., CA
242   Salisbury, MD       440     Savannah, GA         556      Waco-Temple, TX       920      Connecticut
244   Roanoke, VA         442     Augusta, GA          558      Austin, TX            922      Cincinnati, OH
246   Culpepper, VA       444     Albany, GA           560      Houston, TX           923      Lima-Mansfield, OH
248   Richmond, VA        446     Macon, GA            562      Beaumont, TX          924      Erie, PA
250   Lynchburg, VA       448     Pensacola, FL        564      Corpus Christi, TX    927      Harrisonburg, VA
252   Norfolk, VA         450     Panama City, FL      566      San Antonio, TX       928      Charlottesville, VA
254   Charleston, WV      452     Jacksonville, FL     568      Brownsville, TX       937      Richmond, IN
256   Clarksburg, WV      454     Gainsville, FL       570      Bryan, TX             938      Terre Haute, IN
320   Cleveland, OH       456     Daytona Beach, FL    620      Rochester, MN         939      Ft. Myers, FL
322   Youngstown, OH      458     Orlando, FL          624      Duluth, MN            949      Fayetteville, NC
324   Columbus, OH        460     Miami, FL            626      St Cloud, MN          951      Rocky Mount, NC
325   Akron, OH           462     Louisville, KY       628      Minneapolis, MN       952      Tampa, FL
326   Toledo, OH          464     Owensboro, KY        630      Sioux City, IA        953      Tallahasse, FL
328   Dayton, OH          466     Winchester, KY       632      Des Moines, IA        956      Bristol/JoCty,TN
330   Evansville, IN      468     Memphis, TN          634      Davenport, IA         958      Lincoln, NE
332   South Bend, IN      470     Nashville, TN        635      Cedar Rapids, IA      960      Coeur D'Alene, ID
334   Auburn/Hunt, IN     472     Chattanooga, TN      636      Fargo-Brainerd, ND    961      San Angelo, TX
336   Indianapolis, IN    474     Knoxville, TN        638      Bismark, ND           973      Palm Springs, CA
338   Bloomington, IN     476     Birmingham, AL       640      Sioux Falls, SD       974      Rochester, NY
340   Detroit, MI         477     Huntsville, AL       644      Omaha, NE             976      Mattoon, IL
342   Marquette, MI       478     Montgomery, AL       646      Grand Island, NE      977      Macomb, IL
344   Saginaw, MI         480     Mobile, AL           648      Great Falls, MT       978      Olney, IL
346   Lansing, Ml         482     Jackson, MS          650      Billings, MT
348   Grand Rapids, MI    484     Biloxi, MS           652      Boise, ID
</TABLE>

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

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

820   Puerto Rico         870     CNMI                 963      Kalispell, MT
822   U.S. Virgin Is      871     Guam                 980      Navajo Terr., AZ
832   Alaska              921     Fishers Is., NY      981      Navajo Terr., UT
834   Hawaii              929     Edinburg, VA                  ALL OTHERS
                          932     Bluefield, WV


                             PROPRIETARY INFORMATION
[LOGO] Sprint                      RESTRICTED
                                       18
<PAGE>

                                 Attachment C-4

Interstate Carrier Dedicated Service

Base Rates

--------------------------------------------------------------------------------
                               Direct                 Direct Toll Free
        LATA Group         Peak      Offpeak           Peak      OffPeak
--------------------------------------------------------------------------------
            All          $0.0500     $0.0460         $0.0550     $0.0510
            836          $0.1200     $0.1200         $0.1350     $0.1350
--------------------------------------------------------------------------------

Direct and Direct Toll Free LATA 836 (Wake and Midway Island) rates are not
eligible for Discount 2.

Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.

--------------------------------------------------------------------------------
  Discount 1 Monthly           Direct                 Direct Toll Free
   Volume of Service       Peak      Offpeak           Peak      OffPeak
--------------------------------------------------------------------------------
    $0       +             0.0%       0.0%             0.0%       0.0%
--------------------------------------------------------------------------------

Discount 2

--------------------------------------------------------------------------------
    Monthly Volume of Carrier           Direct             Direct Toll Free
        Transport Service          Peak       Offpeak     Peak      OffPeak
--------------------------------------------------------------------------------
             $0 - $249,999          0.0%        0.0%       0.0%      0.0%
       $250,000 - $499,999         57.0%       57.6%      56.4%      56.8%
       $500,000 - $749,999         60.0%       60.9%      59.1%      59.8%
       $750,000 +                  61.0%       62.0%      60.0%      60.7%
--------------------------------------------------------------------------------


                             Proprietary Information
                                   RESTRICTED
                                       19
<PAGE>

                                 Attachment C-5

Interstate Directory Assistance

Base Rates

--------------------------------------------------------------------------------
     States           Direct         Direct Extension        Connect One Plus
--------------------------------------------------------------------------------
      ALL             $0.65              $0.58                    $0.58
--------------------------------------------------------------------------------

Connect One Plus and Direct Network Extension Directory Assistance rates not
eligible for Discounts

Discount 1

--------------------------------------------------------------------------------
                                          Interstate DA
   Discount 1 Monthly    -------------------------------------------------------
   Volume of Service        Direct        Direct Extension     Connect One Plus
--------------------------------------------------------------------------------
     $0     +                 5%                0%                    0%
--------------------------------------------------------------------------------

Discount 2

--------------------------------------------------------------------------------
                                                   Direct
      Monthly Volume of         ------------------------------------------------
  Carrier Transport Service        Group 1         Group 2         Group 3
--------------------------------------------------------------------------------
           $0 - $249,999              0%              0%              0%
     $250,000 - $499,999             38%             32%             24%
     $500,000 - $749,999             40%             234             126
     $750,000 +                      42%             36%             28%
--------------------------------------------------------------------------------

Group: 1 CA, CT, IL, IN, MA, ME, NH, NY, NV, OH, RI, VT, WI

Group: 2 AL, AZ, CO, FL, GA, HI, IA, ID, KY, LA, MN, MS, MT, NC, ND, NE, NM, OR,
SC, SD, TN, UT, WA, WY

Group: 3 AR, CN, DC, DE, GU, KS, MD, MI, MO, NJ, OK, PA, TX, VA, WV


                             Proprietary Information
                                   RESTRICTED
                                       20
<PAGE>

                                 Attachment C-6

Canada Terminating Service

Base Rates

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                         Connect One Plus       Direct Extension             Direct                Connect FONcard
      Canada NPA's        Peak     OffPeak      Peak       OffPeak      Peak        OffPeak       Peak        OffPeak
---------------------------------------------------------------------------------------------------------------------
<S>                     <C>        <C>        <C>          <C>         <C>          <C>          <C>          <C>
         ALL            $0.2000    $0.1800    $0.1700      $0.1450     $0.1400      $0.1200      $0.2300      $0.2300
---------------------------------------------------------------------------------------------------------------------
</TABLE>

Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.

Discount 2

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
    Monthly Volume of          Connect One Plus         Direct Extension           Direct              Connect FONcard
Carrier Transport Service      Peak       OffPeak      Peak        OffPeak     Peak       OffPeak     Peak      OffPeak
-----------------------------------------------------------------------------------------------------------------------
<S>           <C>             <C>          <C>         <C>          <C>        <C>         <C>        <C>        <C>
         $0 - $249,999         0.0%         0.0%       0.0%         0.0%       0.0%        0.0%       0.0%       0.0%
   $250,000 - $499,999        20.0%        20.0%       26.0%        26.0%      26.0%       26.0%      0.0%       0.0%
   $500,000 - $749,000        26.0%        26.0%       28.0%        28.0%      28.0%       28.0%      0.0%       0.0%
   $750,000 +                 27.0%        27.0%       29.0%        29.0%      29.0%       29.0%      0.0%       0.0%
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

Canada Originating Service

Base Rates

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                        Connect Toll Free        Direct Toll Free Ext         Direct Toll Free       Direct FONcard
   Canada NPA's         Peak      OffPeak        Peak        OffPeak         Peak      OffPeak      Peak      OffPeak
----------------------------------------------------------------------------------------------------------------------
<S>                    <C>         <C>           <C>          <C>            <C>        <C>         <C>        <C>
       ALL             $0.3800     $0.3800       $0.3500      $0.3500        $0.3000    $0.3000     $0.3800    $0.3800
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Discount 1: The above listed base rates are not eligible for any tariff or
contractual discount 1s.

Discount 2

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
    Monthly Volume of          Connect Toll Free      Direct Toll Free Ext     Direct Toll Free       Direct FONcard
Carrier Transport Service      Peak      OffPeak      Peak        OffPeak     Peak      OffPeak      Peak      OffPeak
----------------------------------------------------------------------------------------------------------------------
<S>           <C>              <C>         <C>        <C>          <C>        <C>        <C>         <C>         <C>
         $0 - $249,999          0.0%        0.0%       0.0%         0.0%       0.0%       0.0%       0.0%        0.0%
   $250,000 - $499,999         20.0%       20.0%      20.0%        20.0%      20.0%      20.0%       0.0%        0.0%
   $500,000 - $749,999         22.0%       22.0%      22.0%        22.0%      22.0%      22.0%       0.0%        0.0%
   $750,000 +                  24.0%       24.0%      24.0%        24.0%      24.0%      24.0%       0.0%        0.0%
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


                             Proprietary Information
                                   RESTRICTED
                                       21
<PAGE>

                                Attachment C-7

Mexico Terminating Service

Base Rates - Domestic Element

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                Connect One Plus            Direct Extension                 Direct
 Milage          Peak       OffPeak        Peak        OffPeak          Peak        OffPeak
-------------------------------------------------------------------------------------------
<S>            <C>          <C>           <C>          <C>             <C>          <C>
   ALL         $0.0000      $0.0000       $0.0000      $0.0000         $0.0000      $0.0000
-------------------------------------------------------------------------------------------
</TABLE>

Base Rates - International Element

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                       Connect One Plus             Direct Extension                  Direct
 Mexico Rate Step    Peak         OffPeak        Peak           OffPeak         Peak         OffPeak
----------------------------------------------------------------------------------------------------
<S>                <C>            <C>           <C>             <C>            <C>           <C>
        1          $0.3100        $0.2680       $0.2600         $0.2180        $0.2300       $0.1880
        2          $0.3100        $0.2680       $0.2600         $0.2180        $0.2300       $0.1880
        3          $0.3100        $0.2680       $0.2600         $0.2180        $0.2300       $0.1880
        4          $0.4800        $0.4190       $0.4300         $0.3690        $0.4000       $0.3390
        5          $0.4800        $0.4190       $0.4300         $0.3690        $0.4000       $0.3390
        6          $0.4800        $0.4190       $0.4300         $0.3690        $0.4000       $0.3390
        7          $0.4800        $0.4190       $0.4300         $0.3690        $0.4000       $0.3390
        8          $0.4800        $0.4190       $0.4300         $0.3690        $0.4000       $0.3390
----------------------------------------------------------------------------------------------------
</TABLE>

Mexico Rate Steps are defined in Sprint FCC Tariff #2.

Discount 1 The above listed base rates are not eligible for any tariff or
contractual discount 1s.

Discount 2 The above listed base rates are not eligible for any tariff or
contractual discount 2s.

Mexico Terminating FONcard

Base Rates

------------------------
     Connect FONcard
     Peak     OffPeak
------------------------
    $0.9800   $0.7400
------------------------

Mexico Terminating FONcard rates not eligible for discounts


                             Proprietary Information
                                   RESTRICTED
                                       22
<PAGE>

                                Attachment C-8

Mexico Originating Service

Base Rates

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                      Connect Toll Free        Direct Toll Free Ext          Direct Toll Free
Mexico Zone #        Peak       OffPeak        Peak          OffPeak        Peak        OffPeak
-----------------------------------------------------------------------------------------------
<S>                 <C>         <C>           <C>            <C>           <C>          <C>
            1       $0.5600     $0.4200       $0.5600        $0.4200       $0.5600      $0.4200
            2       $0.4300     $0.3300       $0.4300        $0.3300       $0.4300      $0.3300
            3       $1.1600     $0.8700       $1.1600        $0.8700       $1.1600      $0.8700
            4       $1.6400     $1.2000       $1.6400        $1.2000       $1.6400      $1.2000
-----------------------------------------------------------------------------------------------
</TABLE>

US Rate Area and Mexico Rate Zone are defined in Sprint FCC Tariff #2.

Discount 1 The above listed base rates are not eligible for any tariff or
contractual discount 1s.

Discount 2

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
  Monthly Volume of           Connect Toll Free        Direct Toll Free Ext          Direct Toll Free
Carrier Transport Service    Peak       OffPeak        Peak          OffPeak        Peak        OffPeak
-------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>           <C>            <C>           <C>          <C>
      $0 - $249,999          0.0%        0.0%          0.0%           0.0%          0.0%         0.0%
$250,000 - $499,999          0.0%        0.0%          0.0%           0.0%          7.0%         7.0%
$500,000 - $749,999          0.0%        0.0%          0.0%           0.0%          8.0%         8.0%
$750,000 +                   0.0%        0.0%          0.0%           0.0%          9.0%         9.0%
-------------------------------------------------------------------------------------------------------
</TABLE>

Mexico Originating FONcard

Base Rates

---------------------
   Connect FONcard
  Peak       OffPeak
---------------------
  $1.48      $1.25
---------------------

Mexico Originating FONcard rates not eligible for discounts


                             Proprietary Information
                                   RESTRICTED
                                       23