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                                                                     EXHIBIT 4.5

                    EXERCISABLE ON OR AFTER DECEMBER 10, 1996
                         AND ON OR BEFORE JUNE 12, 2006

No. W-1
                                                                 CUSIP 71623P110

                               Warrant Certificate
                          PETERSBURG LONG DISTANCE INC.

                  This Warrant Certificate certifies that CEDE & CO., or
registered assigns, is the registered holder of 123,000 warrants expiring June
12, 2006 (the "Warrants") to purchase Common Shares (the "Common Shares"), of
Petersburg Long Distance Inc. ("the Company"). Each Warrant entitles the holder
upon exercise to receive from the Company, at any time on or after 9:00 a.m.,
New York, New York time on December 10, 1996 and on or prior to the close of
business on a date ten years following the issue date 34 fully paid and
nonassessable Common Shares (each a "Warrant Share") at the initial exercise
price (the "Exercise Price") of $6.60 per share payable in the form of cash or
certified check, official bank check or bank cashier's check payable to the
order of the Company, upon surrender of this Warrant Certificate and payment of
the aggregate Exercise Price at the office or agency of the Warrant Agent, but
only subject to the conditions set forth herein and in the Warrant Agreement
referred to herein. The Exercise Price and, in some cases, the number of Warrant
Shares issuable upon exercise of the Warrants are subject to adjustment upon the
occurrence of certain events set forth in the Warrant Agreement. All capitalized
terms not defined herein shall have the meaning assigned to such terms in the
Warrant Agreement.

                  No Warrant may be exercised after 5:00 pm., New York, New York
time on June 12, 2006 and to the extent not exercised by such time such Warrants
shall become void.

                  Reference is hereby made to the further provisions of this
Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.

                  This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant
Agreement.

                  This Warrant Certificate shall be governed and construed in
accordance with the internal laws of the State of New York.




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                  IN WITNESS WHEREOF, Petersburg Long Distance Inc. has caused
this Warrant Certificate to be signed by its Chief Executive Officer and by its
Secretary, each by a facsimile of his signature, and has caused a facsimile of
its corporate seal to be affixed hereunto or imprinted hereon.

Dated:  June 12, 1996
                          PETERSBURG LONG DISTANCE INC.



                                     By:   /s/ James Hatt
                                         -------------------------- 
                                         James Hatt
                                         Chief Executive Officer



                                     By:   /s/ Alan Brown
                                         --------------------------
                                         Alan Brown
                                         Secretary
                                               (seal)


Countersigned:
The Bank of New York as Warrant Agent

By:   /s/ Steven Torgeson
      -------------------------
       Authorized Signatory




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         THE WARRANTS REPRESENTED HEREBY AND, AS OF THE DATE THIS WARRANT
         CERTIFICATE WAS ORIGINALLY ISSUED, THE COMMON SHARES PURCHASABLE UPON
         THEIR EXERCISE, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT
         BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
         PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
         BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ("RULE
         144A") IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (2)
         PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
         (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
         THE UNITED STATES AND THE PROVINCES OF CANADA.

         THE COMMON SHARES (THE "COMMON SHARES") FOR WHICH THIS WARRANT IS
         EXERCISABLE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
         REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
         AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION
         FROM SUCH REGISTRATION REQUIREMENTS. ACCORDINGLY, NO WARRANT HOLDER
         SHALL BE ENTITLED TO EXERCISE SUCH HOLDER'S WARRANTS AT ANY TIME
         UNLESS, AT THE TIME OF EXERCISE, (I) A REGISTRATION STATEMENT UNDER THE
         ACT COVERING THE OFFER AND SALE OF THE COMMON SHARES ISSUABLE UPON THE
         EXERCISE OF THIS WARRANT (THE "WARRANT SHARES") HAS BEEN FILED WITH,
         AND DECLARED EFFECTIVE BY, THE SECURITIES AND EXCHANGE COMMISSION (THE
         "SEC"), AND NO STOP ORDER SUSPENDING THE EFFECTIVENESS OF SUCH
         REGISTRATION STATEMENT HAS BEEN ISSUED BY THE SEC OR (II) THE OFFER AND
         SALE OF THE WARRANT SHARES TO THE WARRANT HOLDERS ARE EXEMPT FROM
         REGISTRATION UNDER THE ACT AND THE WARRANT HOLDER, IF SO REQUESTED BY
         THE COMPANY, HAS DELIVERED TO THE COMPANY AN OPINION OF COUNSEL TO SUCH
         EFFECT.

         UNTIL THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) A DATE
         180 DAYS AFTER THE ISSUE OF THE WARRANTS, (ii) SUCH DATE AS SMITH
         BARNEY INC. MAY DETERMINE, (iii) THE COMMENCEMENT OF AN EXCHANGE OFFER
         RELATING TO THE 14% SENIOR DISCOUNT NOTES DUE 2004 (THE "SENIOR NOTES")
         OF PETERSBURG LONG DISTANCE INC. (THE "COMPANY"), (iv) IN THE EVENT OF
         CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE RELATING TO THE SENIOR
         NOTES), THE DATE THE COMPANY MAILS NOTICE THEREOF TO HOLDERS OF THE
         NOTES, THE WARRANTS EVIDENCED HEREBY MAY NOT BE SOLD, ASSIGNED OR
         OTHERWISE TRANSFERRED TO ANY PERSON UNLESS, SIMULTANEOUSLY WITH SUCH
         TRANSFER, THE HOLDER HEREOF TRANSFERS TO SUCH TRANSFEREE $1,000
         PRINCIPAL AMOUNT AT MATURITY OF SENIOR NOTES AND A WARRANT TO PURCHASE
         34 COMMON SHARES OF THE COMPANY (SUBJECT TO ADJUSTMENT UNDER SECTION 2A
         AND SECTION 15 OF THE WARRANT AGREEMENT, DATED AS OF MAY 31, 1996,
         BETWEEN THE COMPANY AND THE BANK OF NEW YORK, AS WARRANT AGENT) SO
         TRANSFERRED.

         UNLESS THIS WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
         OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY WARRANT ISSUED IS REGISTERED
         IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER
         REPRESENTATIVE OF THE DEPOSITORY OR SUCH OTHER NAME AS IS REQUESTED BY
         AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY
         PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY 




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         PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
         AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
         THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
         GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
         THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT.


                  By accepting a Warrant Certificate bearing the legend above,
each holder shall be bound by all of the terms and provisions of the Warrant
Agreement (a copy of which is available on request to the Company or the Warrant
Agent) as fully and effectively as if such holder had signed the same.

                  The Warrants evidenced by this Warrant Certificate are part of
a duly authorized issue of Warrants expiring June 12, 2006, entitling the holder
upon exercise to receive Common Shares of the Company (the "Common Shares"), and
are issued or to be issued pursuant to a Warrant Agreement, dated as of May 31,
1996 (the "Warrant Agreement"), duly executed and delivered by the Company to
The Bank of New York, as Warrant Agent (the "Warrant Agent"), which Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Warrant Agent,
the Company and the holders (the words "holders" or "holder" meaning the
registered holders or registered holder) of the Warrants.

                  Warrants may be exercised at any time on or after 9:00 a.m.,
New York, New York time on December 10, 1996 and on or prior to the close of
business on June 12, 2006. The holder of Warrants evidenced by this Warrant
Certificate may exercise them by surrendering this Warrant Certificate, with the
form of election to purchase set forth hereon properly completed and executed,
together with payment of the Exercise Price in the form of cash or certified or
official bank check or official bank cashier's check payable to the order of the
Company, at the office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than
the total number of Warrants evidenced hereby, there shall be issued to the
holder hereof or his assignee a new Warrant Certificate evidencing the number of
Warrants not exercised.

                  The Warrant Agreement provides that upon the occurrence of
certain events the Exercise Price set forth on the face hereof may, subject to
certain conditions, be adjusted. If the Exercise Price is adjusted, the Warrant
Agreement generally provides that the number of Common Shares issuable upon the
exercise of each Warrant shall be adjusted. No fractions of a Common Share will
be issued upon the exercise of any Warrant, but the Company will pay the cash
value thereof determined as provided in the Warrant Agreement.

                  The Holder of this Warrant is entitled to the benefits of the
Registration Rights Agreement, dated as of May 31, 1996, between the Company and
Smith Barney Inc., relating to registration of the Warrants and registration of
the Common Shares issuable upon exercise of the Warrant.

                  Warrant Certificates, when surrendered at the office of the
Warrant Agent by the registered holder thereof in person or by a legal
representative or attorney duly authorized in writing, may be exchanged, in the
manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing in the aggregate a like number of
Warrants.

                  Upon due presentation for registration of transfer of this
Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like
number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant
Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.


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                  The Company and the Warrant Agent may deem and treat the
registered holder(s) thereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any distribution to
the holder(s) hereof, and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.


<PAGE>   6

                          Form of Election to Purchase
                    (To Be Executed Upon Exercise Of Warrant)

                  The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to receive __________ Common
Shares and herewith tenders payment for such shares to the order of Petersburg
Long Distance, Inc. in the amount of $____ in accordance with the terms hereof.

                  The undersigned requests that a certificate for such shares be
registered in the name of _____________________, whose address is
______________________ and that such shares be delivered to ________________
whose address is ___________.

                  If said number of shares is less than all of the Common Shares
purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares be registered in the name of
_________________, whose address is ______________, and that such Warrant
Certificate be delivered to _______________, whose address is
___________________.


Date: ____________

         Your Signature:___________________

         (Sign exactly as your name appears on the face of this Warrant)
          Signature Guarantee:


                             FORM OF TRANSFER NOTICE

                  FOR VALUE RECEIVED the undersigned registered holder hereby 
sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

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

-----------------------------------
Please print or typewrite name and address including zip code of assignee the
within Warrant Certificate and all rights there under, hereby irrevocably
constituting and appointing


---------------------------------------
attorney to transfer the Warrants evidenced by said Warrant Certificate (the
"Warrants") on the books of the Company with full power of substitution in the
premises.

                  In connection with any transfer of the Warrants occurring
prior to the date which is the earlier of (i) the date of an effective
Registration or (ii) three years after the later of the original issuance of the
Warrants or the last date on which the Warrants were held by an affiliate of the
Company, the undersigned confirms, that without utilizing any general
solicitation or general advertising:

                                    Check One

(a)      the Warrants are being transferred in compliance with the exemption
         from registration under the Securities Act of 1933, as amended,
         provided by Rule 144A thereunder.

                                       or

(b)      the Warrants are being transferred other than in accordance with (a)
         above and documents are being furnished which comply with the
         conditions of transfer set forth in this Warrant Certificate and the
         Warrant Agreement.


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If none of the foregoing boxes is checked, the Warrant Agent shall not be
obligated to register the Warrants in the name of any Person other than the
holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 7(c) of the Warrant Agreement shall
have been satisfied.


Date:                                              NOTICE:  The signature to
                                                   this assignment must
                                                   correspond with the name as
                                                   written upon the face of the
                                                   within-mentioned instrument
                                                   in every particular, without
                                                   alteration or any change
                                                   whatsoever.

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Warrant for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned's foregoing representations
in order to claim the exemption from registration provided by Rule 144A.

Dated:
                              NOTICE:     To be executed by an executive officer