AMENDED AND RESTATED EQUIPMENT FACILITY 
                       AND REVOLVING CREDIT AGREEMENT

     
          This EQUIPMENT FACILITY AND REVOLVING CREDIT AGREEMENT 
(together with all exhibits hereto and any amendments and 
modifications hereto in effect from time to time, this "Agreement") is 
made as of this _____ day of ________, 1997, by and between SUMMIT 
BANK (the "Bank") a banking corporation organized under the laws of 
the State of New Jersey, TOTAL-TEL USA COMMUNICATIONS, INC., a New 
Jersey corporation ("Total-Tel Comm"), TOTAL-TEL, INC., a New Jersey 
corporation and wholly owned subsidiary of Total-Tel Comm ("Total-
Tel"), TOTAL-TEL USA, INC., a New Jersey corporation and wholly owned 
subsidiary of Total-Tel Comm ("Total-Tel USA"), TOTAL-TEL CARRIER 
SERVICES, INC., a New Jersey corporation and wholly owned subsidiary 
of Total-Tel Comm ("Total-Tel Carrier"), and TOTAL-TEL INTERNATIONAL, 
INC., a ________________ corporation and wholly owned subsidiary of 
Total-Tel Comm ("Total-Tel International"), TOTAL-TEL SOUTHEAST, INC., 
a Georgia corporation and wholly owned subsidiary of Total-Tel Comm 
("Total-Tel Southeast"), TOTAL-TEL SERVICES, INC., a New Jersey 
corporation and wholly owned subsidiary of Total-Tel Comm ("Total-Tel 
Services"), TOTAL-TEL FLORIDA, INC., a New Jersey corporation and 
wholly owned subsidiary of Total-Tel Comm ("Total-Tel Florida"), and 
TOTAL-TEL U.K., LTD., a corporation organized under the laws of the 
United Kingdom and a wholly owned subsidiary of Total-Tel Comm 
("Total-Tel U.K."), Total-Tel Comm, Total-Tel, Total-Tel USA, Total-
Tel Carrier Total-Tel International, Total-Tel Southeast, Total-Tel 
Services, Total-Tel Florida and Total-Tel U.K. are hereafter each 
referred to as a "Borrower" and collectively referred to as the 
"Borrowers"). 

                             BACKGROUND

     WHEREAS, pursuant to that certain Equipment Facility and 
Revolving Credit Agreement dated August 23, 1996 (the "1996 
Agreement"), the Bank made available to Total-Tel Comm, Total-Tel, 
Total-Tel USA and Total-Tel Carrier an equipment purchase facility in 
the principal amount of up to $6,000,000 (the "1996 Equipment 
Facility") for the purpose of financing the acquisition from time to 
time of certain digital switching equipment and related computer 
equipment to be used in the operation of such Borrowers' long distance 
telephone service business ("Financed Equipment"); and

     WHEREAS, pursuant to the 1996 Agreement, the Bank further made 
available to Total-Tel Comm, Total-Tel, Total-Tel USA and Total-Tel 
Carrier a committed revolving credit facility, pursuant to which such 
Borrowers were able to request advances from time to time in a 
principal amount of up to $4,000,000 outstanding at any time (the 
"1996 Revolving Credit Facility"); and 

     WHEREAS, Total-Tel Comm, Total-Tel, Total-Tel USA and Total-Tel 
Carrier have requested that the Bank amend the 1996 Agreement to make 
available to the Borrowers, in addition to the amounts outstanding 
pursuant to the 1996 Equipment Facility which, as of the date hereof 
totals $___________, an equipment purchase facility in a maximum 
principal amount of up to $5,000,000 for the purpose of financing the 
acquisition of Financed Equipment; and

     WHEREAS, Total-Tel Comm, Total-Tel, Total-Tel USA and Total-Tel 
Carrier have further requested that the Bank amend the 1996 Agreement 
to include Total-Tel International, Total-Tel Souteast, Total-Tel 
Services, Total-Tel Florida and Total-Tel U.K. as Borrowers under both 
the Equipment Facility and the Revolving Credit Facility, and to 
increase the maximum principal amount of the 1996 Revolving Credit 
Facility to $8,000,000 outstanding at any time; and

     WHEREAS, the Bank is willing to amend and restate the 1996 
Agreement in order to make available to the Borrowers such equipment 
purchase facility and committed revolving credit facility upon the 
terms and conditions herein stated;

                             AGREEMENT

     NOW THEREFORE, for good and valuable consideration, the receipt 
and sufficiency of which is hereby acknowledged, and intending to be 
legally bound hereby, the Bank and the Borrowers agree as follows:  

     I. THE CREDIT ACCOMMODATIONS  

     1.01     Equipment Facility.  Subject to the terms and conditions 
herein set forth, during the Equipment Facility Commitment Period, the 
Bank agrees to make available to the Borrowers, on a joint and several 
basis, an equipment finance facility (the "Equipment Facility"), under 
which the Bank shall make advances (each an "Equipment Loan" and 
collectively the "Equipment Loans") to the Borrowers from time to time 
to finance the acquisition of Financed Equipment.  Amounts borrowed 
under the Equipment Facility and repaid may not be reborrowed.  The 
amounts outstanding under the Equipment Facility shall be evidenced by 
a single promissory note, substantially in the form of Exhibit A 
hereto (together with any attachments thereto and amendments or 
modifications thereof in effect from time to time, the "Equipment 
Facility Note").  During the Equipment Facility Commitment Period, the 
Equipment Loans may be made as Prime Rate Loans or LIBOR Loans, as 
requested by the relevant Borrower pursuant to the notice of borrowing 
delivered with respect thereto pursuant to Section 1.03 hereof.  Upon 
the conversion of the Equipment Loans into a single term loan pursuant 
to Section 1.04 hereof, such Loan shall be a Fixed Rate Loan.

     1.02     Equipment Facility Maximum Principal Amount.  The 
maximum aggregate principal amount of Equipment Loans outstanding at 
any time, not including the amounts outstanding pursuant to the 1996 
Equipment Facility, which as of the date hereof totals $_________, 
shall not exceed FIVE MILLION 00/100 DOLLARS ($5,000,000.00), such 
amount being hereinafter referred to as the "Maximum Equipment 
Facility Principal Amount".  If the aggregate principal amount of 
Equipment Loans outstanding at any time under the Equipment Facility 
exceeds the Maximum Equipment Facility Principal Amount, then the 
Borrowers shall immediately repay to the Bank the amount of such 
excess.

     1.03     Borrowing Procedures Under Equipment Facility.  If a 
Borrower desires to borrow under the Equipment Facility, the relevant 
Borrower shall give the Bank an irrevocable notice of the amount and 
date of such borrowing by no later than 3 Business Days prior to the 
proposed borrowing.  Such notice shall be in the form of the "Notice 
of Borrowing Under Equipment Facility" attached hereto as Exhibit B 
and shall be accompanied by (i) a true and complete description of the 
Financed Equipment and the location (or proposed location) of such 
equipment, and (ii) a true and correct copy of the vendor's invoice or 
bill of sale, as the case may be, rendered in connection with the 
purchase of such equipment.  Upon receipt of any such notice, the Bank 
may, in its sole discretion, request any documents or instruments 
(including, without limitation, additional financing statements and/or 
certificate or documents of title) that are necessary or advisable in 
order to assure the Bank's first priority security interest in the 
relevant Financed Equipment and in connection with such request, the 
Bank may refuse or postpone the funding of the relevant Equipment Loan 
until such time as the relevant Borrower has complied therewith.  The 
Borrowers shall pay to the Bank on demand the costs to be incurred in 
connection with the filing or recordation of any such document or 
instrument so requested.  The principal amount of any Equipment Loan 
requested hereunder shall not exceed eighty percent (80%) of the 
purchase price of the relevant Financed Equipment as stated on the 
invoice or bill of sale accompanying the relevant notice of borrowing, 
but in no event shall any Equipment Loan be in a principal amount of 
less than $50,000.00.

1.04     Conversion of Equipment Loan to a Term Loan.  Subject to the 
terms and conditions hereof (including, without limitation, the 
conditions set forth in Section 6.02 hereof), by irrevocable written 
notice given to the Bank by the Borrowers no later than 3 Business 
Days prior to the proposed Conversion Date, the Borrowers may convert 
the entire (and not less than the entire) aggregate outstanding 
principal balance of the Equipment Loans to a single term loan (such 
Loans, as so converted, the "Term Loan"); provided, however, that in 
no event shall the Borrowers be permitted to so convert the Equipment 
Loans if at the time of such conversion the aggregate principal 
balance thereof is less than $2,000,000.00.  The notice delivered 
pursuant to the foregoing sentence shall state the effective date of 
such conversion, which in no event shall be beyond the Equipment 
Facility Expiration Date (the "Conversion Date").  If conversion is 
permitted hereunder, then (i) the Term Loan shall mature and be due 
and payable on the fifth (5th) anniversary of the Conversion Date (the 
"Term Loan Maturity Date"), and (ii) effective as of the Conversion 
Date, all Equipment Loans then outstanding shall be deemed 
consolidated into a single Term Loan and all such Loans as so 
consolidated shall be deemed refinanced as of the Conversion Date at 
the interest rate basis (plus any applicable margin as set forth in 
Section 1.05 hereof) selected by the Borrowers in the notice of 
conversion delivered pursuant to this Section 1.04.  If the Borrowers 
select a Conversion Date which shall cause any then outstanding 
Equipment Loan that is a LIBOR Loan to be deemed consolidated into the 
Term Loan on any date other than the last day of the then expiring 
Interest Period applicable thereto, then the Borrowers shall indemnify 
the Bank for any loss or expense described in Section 4.05 hereof that 
is incidental to such consolidation.

1.05     Interest on Equipment Loans/Term Loan.  Prior to the 
Conversion Date (if any), (i) interest on the Equipment Loan that is a 
Prime Rate Loan shall accrue at a per annum rate equal to the Prime 
Rate as in effect from time to time and be payable monthly, in 
arrears, on each Payment Date during which such Loan is outstanding, 
and upon payment in full of the aggregate outstanding balance thereof 
and (ii) interest on each Equipment Loan that is a LIBOR Loan shall 
accrue at a per annum rate equal to LIBOR plus 200 basis points (2.0%) 
and shall be payable, in arrears, on each Payment Date during which 
such Loan is outstanding, and upon payment in full of the outstanding 
balance of such Loan.  Upon conversion of the Equipment Loans to a 
Term Loan, interest shall accrue thereon from the Conversion Date at a 
per annum rate equal to the Fixed Rate plus 150 basis points (1.50%) 
and shall be payable in arrears on the dates on which principal shall 
be payable thereon pursuant to Section 1.06 hereof, and upon payment 
in full of the principal balance thereof.  

     1.06     Equipment Loans/Term Loan Principal Payment Terms.  If 
the Equipment Loans are not converted to a Term Loan pursuant to 
Section 1.04 hereof, the aggregate outstanding balance thereof, 
together with any accrued and unpaid interest thereon, shall be due 
and payable on the Equipment Facility Expiration Date.  If the 
Equipment Loans are converted to a Term Loan pursuant to Section 1.04 
hereof, then the outstanding principal balance thereof shall be 
payable in consecutive monthly installments pursuant to a level 
principal and interest amortization schedule that would fully amortize 
the Term Loan over a 5 year term. The Borrowers may elect the 
foregoing level amortization option by giving irrevocable written 
notice thereof to the Bank at least 3 Business Days prior to the 
Conversion Date.  Upon such election, the Bank shall promptly (but in 
no event later than 2 Business Days prior to the Conversion Date) 
deliver to the Borrowers an amortization schedule of payments and 
payment dates reflecting such level principal and interest 
amortization and, absent manifest error in the determination thereof, 
principal and interest on the Term Loan shall be payable in accordance 
therewith.  In any event, the final installment of principal on the 
Term Loan shall be due and payable on the Term Loan Maturity Date and 
shall be in an amount equal to the then remaining unpaid principal 
balance thereof, together with any accrued and unpaid interest 
thereon.

     1.07     Conversion of 1996 Equipment Facility.  Pursuant to the 
terms and conditions of the 1996 Agreement, on ________ ___, 19__, the 
entire aggregate outstanding principal balance of the advances made 
under the 1996 Equipment Facility (the "1996 Equipment Loans") was 
converted to a single term loan (the "1996 Term Loan"), which is 
evidenced by a term note in the form of "Equipment Facility/Term Note" 
attached hereto as Exhibit C (the "1996 Term Note").  

     1.08     The Revolving Credit Facility.  Subject to the terms and 
conditions hereof, the Bank agrees to make available to the Borrowers, 
on a joint and several basis, a revolving credit facility (the 
"Revolving Credit Facility") under which the Bank shall make advances 
to the Borrowers from time to time during the Revolving Credit 
Commitment Period in an aggregate principal amount outstanding at any 
one time of up to EIGHT MILLION 00/100 DOLLARS ($8,000,000.00) (each a 
"Revolving Credit Loan" and collectively the "Revolving Credit 
Loans").  During the Revolving Credit Commitment Period, the Borrowers 
may borrow, repay and reborrow as provided herein.  Revolving Credit 
Loans may be made as Prime Rate Loans or LIBOR Loans, as requested by 
the relevant Borrower pursuant to Section 1.12 hereof.  The Revolving 
Credit Loans shall be evidenced by a single promissory note, 
substantially in the form of Exhibit D hereto (together with any 
attachments thereto and/or amendments or modifications thereof in 
effect from time to time, the "Revolving Credit Note").

     1.09     Revolving Credit Facility Maximum Principal Amount.  The 
maximum aggregate principal amount of the Revolving Credit Loans 
outstanding at any time, when added to the Letter of Credit 
Outstanding at such time shall not exceed EIGHT MILLION 00/100 DOLLARS 
($8,000,000.00), such amount being hereinafter referred to as the 
"Maximum Revolving Credit Principal Amount".  If the aggregate 
outstanding principal amount of the Revolving Credit Loans plus the 
Letters of Credit Outstanding at any time exceed the Maximum Revolving 
Credit Principal Amount, the Borrowers shall immediately repay to the 
Bank the amount of such excess.

     1.10     Letter of Credit Sub-Facility.  Within the limitations 
of the Revolving Credit Facility herein set forth, the Borrowers may 
from time to time request that the Bank issue irrevocable standby or 
commercial letters of credit for the account of the relevant Borrower 
and in support of any obligation deemed acceptable by the Bank in its 
sole discretion (any such letter of credit so issued, a "Letter of 
Credit" and collectively the "Letters of Credit").  Notwithstanding 
the foregoing (i) no Letter of Credit shall be issued by the Bank in a 
Stated Amount which (x) when added to the Letters of Credit 
Outstanding at such time, would exceed $1,000,000.00 or (y) when added 
to the sum of the aggregate outstanding principal amount of the 
Revolving Credit Loans plus the Letter of Credit Outstanding, at such 
time, would exceed the Maximum Revolving Credit Principal Amount.  
Each Letter of Credit issued in accordance herewith shall have an 
expiration date occurring no later than one year from the date of 
issuance and in any event no later than (i) 6 months, in the case of 
commercial letters of credit, and (ii) 1 year, in the case of 
irrevocable automatically renewable letters of credit, after the 
Revolving Credit Expiration Date.  Each Letter of Credit shall be 
denominated in U.S. dollars.  When a Borrower desires that a Letter of 
Credit be issued for its account, it shall give the Bank at least 3 
Business Days' written notice (or such lesser number of days as may be 
agreed to by the Bank).  Each such request shall be accompanied by a 
completed and executed "Letter of Credit Application/Agreement" (or an 
amendment to any then effective application) in the form furnished by 
the Bank to the Borrowers from time to time.  The terms of each such 
application/agreement are incorporated herein to the extent not 
consistent herewith.  In connection with the issuance of any Letters 
of Credit in accordance herewith, the Borrowers shall pay all letter 
of credit fees and other expenses that are customarily charged by the 
Bank in connection therewith.

     1.11     Interest on Revolving Credit Loans.  Interest on each 
Revolving Credit Loan that is a Prime Rate Loan shall accrue at the 
Prime Rate (with no margin) and shall be payable monthly, in arrears, 
on each Payment Date during which such Loan is outstanding, and upon 
payment in full of the outstanding balance of such Loan.  Interest on 
each Revolving Credit Loan that is a LIBOR Loan shall accrue at LIBOR 
plus 200 basis points (2.0%) and shall be payable, in arrears, on each 
Payment Date during which such Loan is outstanding, and upon payment 
in full of the outstanding balance of such Loan.

     1.12     Revolving Credit Principal Payment Terms.  The aggregate 
outstanding principal balance of the Revolving Credit Loans, together 
with all accrued and unpaid interest thereon, shall be due and payable 
on the Revolving Credit Expiration Date.
 
     1.13     Borrowing Procedures Under the Revolving Credit 
Facility.  If a Borrower desires to borrow under the Revolving Credit 
Facility, such Borrower shall give the Bank irrevocable written notice 
of the amount and date of such borrowing no later than 1 Business Day 
prior to the date of such proposed borrowing in the case of Prime Rate 
Loans and 3 Business Days prior to the date of such proposed borrowing 
in the case of LIBOR Loans.  Such notice shall be in the form of a 
"Notice of Borrowing Under Revolving Credit" attached hereto as 
Exhibit E.   Each borrowing under the Revolving Credit Facility shall 
be in an amount equal to $50,000.00 or any whole multiple thereof.  

     1.14     Revolving Credit Interest Conversion and Continuance 
Options.  

          (a)     Subject to the limitation of the last sentence of 
Section 1.13 hereof, during the Revolving Credit Commitment Period, 
the Borrowers may elect to convert any Revolving Credit Loan to a Loan 
maintained at the other rate of interest available for Revolving 
Credit Loans hereunder by giving the Bank irrevocable notice (which 
may be telephone notice promptly confirmed in writing) of such 
election at least 3 Business Days prior to the conversion to a LIBOR 
Loan and at least 1 Business Day prior to the conversion to a Prime 
Rate Loan.  Said notice shall specify, in the case of a conversion to 
a LIBOR Loan, the desired Interest Period with respect thereto, which 
shall be either 1, 2 or 3 months in duration as selected by the 
relevant Borrower.  Conversions of LIBOR Loans to Prime Rate Loans 
shall be made only on the last day of the Interest Period applicable 
thereto.  Conversions of Prime Rate Loans to LIBOR Loans shall only be 
made on a Business Day.  

            (b)     During the Revolving Credit Commitment Period, the 
Borrowers may elect to continue any Revolving Credit Loan that is a 
LIBOR Loan as such upon the expiration of the then current Interest 
Period with respect thereto by giving the Bank an irrevocable notice 
(which may be telephone notice promptly confirmed in writing) of such 
election at least 3 Business Days prior to the expiration of the then 
current Interest Period with respect thereto.  Such notice shall also 
specify the desired Interest Period for the Loan so continued, which 
may be 1, 2 or 3 months in duration as selected by the relevant 
Borrower.

          (c)     If the Borrowers fail to notify the Bank of the 
conversion or continuance of any LIBOR Loan within the time specified 
in this Section 1.14, then any such Loan shall automatically convert 
to a Prime Rate Loan on the last day of the then expiring applicable 
Interest Period.
 
     1.15     Computation.  Interest and any fees or compensation 
based upon a per annum rate shall be calculated on the basis of a 360 
day year for the actual number of days elapsed.  

     1.16     Payments Generally.  All payments made hereunder shall 
be paid in accordance with the payment terms set forth in the Notes.  

     II.  DEFINITIONS.  

     2.01     Defined Terms.  The following terms used throughout this 
Agreement shall have the meanings assigned below:

     Amended and Restated Security Agreement.  The term "Amended and 
Restated Security Agreement" means that certain Amended and Restated 
Security Agreement of the Borrowers in favor of the Bank of even date 
herewith.

          Approved Subordinated Indebtedness.  The term "Approved 
Subordinated Indebtedness" means any Indebtedness of a Borrower that 
(i) is subordinated to the Obligations on terms and conditions 
approved in writing by the Bank and (ii) does not constitute 
Guaranteed Indebtedness of such Borrower or any Borrower, or any 
Subsidiary or affiliate thereof.

          Business Day.  The term "Business Day" means any day other 
than a Saturday, Sunday, or a day on which commercial banks are 
authorized or obligated by law or executive order to be closed in the 
State of New Jersey.

          Capitalized Lease.  The term "Capitalized Lease" means any 
lease with respect to which the obligation to pay rent or other 
amounts constitutes Capitalized Lease Obligations.

          Capitalized Lease Obligations.  The term "Capitalized Lease 
Obligations" means obligations to pay rent or other amounts under a 
lease of (or other agreement conveying the right to use) real and/or 
personal property which obligations are required to be classified and 
accounted for as capital leases on a balance sheet in accordance with 
GAAP. 

          Closing Date.  The term "Closing Date" means the date on 
which the conditions set forth in Section 5.01 hereof have been 
fulfilled to the satisfaction of the Bank.

          Conversion Date.  The term "Conversion Date" shall have the 
meaning assigned to such term in Section 1.04 hereof.

          Credit Documents.  The term "Credit Documents" means this 
Agreement, the Notes, the Amended and Restated Security Agreement, the 
Guaranties, any Letters of Credits and any letter of credit 
agreement/application executed in connection with the issuance 
thereof, each of the other documents referenced in the Closing 
Checklist attached hereto as Exhibit F, each of the "Credit Documents" 
referenced therein, and all other all credit accommodations, notes, 
loan agreements, guaranties, security agreements, mortgages, 
instruments, pledge agreements, assignments, acceptance agreements, 
commitments, facilities, letters of credit, reimbursement agreements 
and any other agreements and documents, between any Borrower and the 
Bank, in each case now or hereafter existing, creating, evidencing, 
guarantying, securing or relating to any or all of the Obligations, 
together with in each case all amendments, modifications, renewals, or 
extensions thereof.

          Environmental Laws.  The term "Environmental Laws" means all 
applicable laws, regulations and other requirements of Governmental 
Authorities relating to pollution or protection of the environment, 
including laws relating to emissions, discharges, releases or 
threatened releases of pollutants, contaminants, or hazardous or toxic 
materials or wastes into ambient air, surface water, ground weather, 
or land, or otherwise relating to the disposal, transport, or handling 
of pollutants, contaminants, or hazardous or toxic material or wastes.

          Equipment Facility.  The term "Equipment Facility" shall 
have the meaning assigned to such term in Section 1.01 hereof.

          Equipment Facility Commitment Period.  The term "Equipment 
Facility Commitment Period" means the period commencing on the Closing 
Date and ending on the Equipment Facility Expiration Date.

          Equipment Facility Expiration Date.  The term "Equipment 
Facility Expiration Date" means the date that is the earlier to occur 
of (i) February 28, 1999, or (ii) the Conversion Date.

          Equipment Facility Note.  The term "Equipment Facility Note" 
shall have the meaning assigned to such term in Section 1.01 hereof.

          Equipment Loan and Equipment Loans.  The terms "Equipment 
Loan" and "Equipment Loans" shall have the meanings assigned to such 
terms in Section 1.01 hereof.

          Event of Default.  The term "Event of Default" shall have 
the meaning assigned to such term in Article IX hereof.

          Financed Equipment.  The term "Financed Equipment" shall 
have the meaning assigned to such term in the first recital clause of 
this Agreement.

          Fixed Rate.  The term "Fixed Rate" means the highest asked 
yield (rounded up to the next highest 1/8 of 1%) for "Govt. Bonds & 
Notes", as set forth in the column designated "Treasury Bonds, Notes & 
Bills" in The Wall Street Journal most recently published as of the 
date that is 3 Business Days prior to the Conversion Date, having a 
maturity date that falls in the same month as the Term Loan Maturity 
Date, provided that if no such yield is published for the relevant 
month, yields for the published month next succeeding and the 
published month next preceding such month shall be used to determine 
the Fixed Rate by interpolating such yields on a straight-line basis.  
If The Wall Street Journal, at the time of determination of the Fixed 
Rate, is no longer publishing the yields described above, then the 
Bank shall determine such yield based on any other nationally 
recognized source for such published yields as it may select in its 
reasonable discretion.

          Fixed Rate Loan.  The term "Fixed Rate Loan" means the Term 
Loan at all times during which such Loan bears interest based upon the 
Fixed Rate.

          GAAP.  The term "GAAP" means generally accepted accounting 
principles in effect from time to time in the United States.  

          Governmental Authority.  The term "Governmental Authority" 
means any nation or government, any state or other political 
subdivision thereof and any entity exercising executive, legislative, 
judicial, regulatory or administrative functions of or pertaining to 
government.

          Guaranteed Indebtedness.  The term "Guaranteed Indebtedness" 
means, as to any Person, all Indebtedness of the type referred to in 
clauses (i) through (ix) of the definition of Indebtedness in this 
Agreement guaranteed directly or indirectly in any manner by such 
Person, or in effect guaranteed directly or indirectly by such Person, 
or in effect guaranteed directly or indirectly by such Person through 
an agreement (i) to pay or purchase such Indebtedness or to advance or 
supply funds for the payment or purchase of such Indebtedness, (ii) to 
purchase, sell or lease (as lessee or lessor) property, or to purchase 
or sell services, primarily for the purpose of enabling the debtor to 
make payment of such Indebtedness or to assure the holder of such 
Indebtedness against loss, (iii) to supply funds to or in any other 
manner invest in the debtor (including any agreement to pay for 
property or services irrespective of whether or not such property is 
received or such services are rendered), or (iv) otherwise to assure a 
creditor against loss.

          Guarantors.  The term "Guarantors" means collectively Total-
Tel Comm, Total-Tel, Total-Tel USA, Total-Tel Carrier, Total-Tel 
International, Total-Tel Southeast, Total-Tel Services, Total-Tel 
Florida and Total-Tel U.K.

          Guaranties.  The term "Guaranties" means collectively the 
Guaranty and Suretyship Agreement executed by the Guarantors in favor 
of the Bank on even date herewith.

          Indebtedness.  The term "Indebtedness" means, as to any 
Person (i) all indebtedness of such Person for borrowed money, (ii) 
all obligations of such Person evidenced by bonds, debentures, notes, 
or other similar instruments, (iii) all obligations of such Person to 
pay the deferred purchase price of property or services, (iv) all 
indebtedness created or arising under any conditional sale or other 
title retention agreement with respect to property acquired by such 
Person (even though the rights and remedies of the seller or lender 
under such agreement in the event of default are limited to 
repossession or sale of such property), (v) all Capitalized Lease 
Obligations of such Person, (vi) all obligations, contingent or 
otherwise, of such Person under acceptances, letters of credit or 
similar facilities, (vii) all obligations of such Person to purchase, 
redeem, retire, defease or otherwise acquire for value any capital 
stock of such person or any warrants, rights or options to acquire 
such capital stock, valued, in the case of redeemable preferred stock, 
at the greater of its voluntary or involuntary liquidation preference 
plus accrued and unpaid dividends, (viii) all obligations of such 
Person in respect of interest rate swap agreements (as defined in 11 
U.S.C. S101), currency swap agreements and other similar agreements 
designed to hedge against fluctuations in interest rates or foreign 
exchange rates, (ix) all obligations of production payments from 
property operated by or on behalf of such Person and other similar 
arrangements with respect to natural resources, (x) all Guaranteed 
Indebtedness of such Person, and (xi) all Indebtedness of the type 
referred to in clauses (i) through (x) above secured by (or for which 
the holder of such Indebtedness has an existing right, contingent or 
otherwise, to be secured by) any Lien on property (including, without 
limitation, accounts and contracts rights) owned by such Person, even 
though such Person has not assumed or become liable for the payment of 
such Indebtedness.

          Interest Period.  The term "Interest Period" means, with 
respect to any LIBOR loan:

          (a)     initially, the period commencing on, as the case may 
be, the date of borrowing or conversion with respect to such LIBOR 
Loan and ending 1, 2 or 3 months thereafter as selected by the 
relevant Borrower (or the Borrowers) in the relevant notice with 
respect thereto given pursuant to Section 1.03, 1.04, 1.12 or 1.14 
hereof, as the case may be; and

          (b)     thereafter, each period commencing on the last day 
of the next preceding Interest Period applicable to such LIBOR Loan 
and ending 1, 2 or 3 months thereafter as selected by the relevant 
Borrower in its notice of continuance as provided in Section 
1.14(b)(b) hereof; provided that the foregoing provisions relating to 
Interest Periods are subject to the following:

               (i)     if any Interest Period pertaining to a LIBOR 
Loan would otherwise end on a day which is not a Business Day, that 
Interest Period shall be extended to the next succeeding Business Day 
unless the result of such extension would be to carry such Interest 
Period into another calendar month in which even such Interest Period 
shall end on the immediately preceding Business Day;

               (ii)     any Interest Period pertaining to a LIBOR Loan 
that begins on the last Business Day of a calendar month (or on a day 
for which there is no numerically corresponding day in the calendar 
month at the end of such Interest Period) shall end on the last 
Business Day of a calendar month; and

               (iii)  no Borrower shall select any Interest Period 
that (a) with respect to a Revolving Credit Loan, would extend such 
Interest Period beyond the Revolving Credit Expiration Date, (and) 
with respect to an Equipment Loan, would extend such Interest Period 
beyond the Equipment Facility Expiration Date. 

          Letter of Credit and Letters of Credit.  The terms "Letter 
of Credit" and "Letters of Credit" shall have the meanings assigned to 
such terms in Section 1.10 hereof.

          Letter of Credit Outstanding.  The term "Letter of Credit 
Outstanding" means, at any time, the sum of, without duplication (i) 
the aggregate Stated Amount of all outstanding Letters of Credit; (ii) 
the aggregate amount of all unreimbursed drawing thereunder; and (iii) 
the Stated Amount of all Letters of Credit requested in accordance 
with Section 1.10 hereof but not yet issued.

          LIBOR.  The term "LIBOR" means, with respect to each day 
during each Interest Period, the rate (rounded to the next higher 
1/100 of 1%) for U.S. dollar deposits with a maturity equal to the 
relevant Interest Period in the London interbank market as determined 
by the Bank from a recognized source for quotations of the London 
interbank offered rate, on the second London business day before the 
relevant Interest Period begins, adjusted for reserves by dividing 
that rate by 1.00 minus the LIBOR Reserve. 

          LIBOR Loan.  The term "LIBOR Loan" means any Revolving 
Credit Loan at all times during which such Loan bears interest based 
upon LIBOR.

          LIBOR Reserve.  The term "LIBOR Reserve" means the maximum 
percentage reserve requirement (rounded to the next higher 1/100 of 1% 
and expressed as a decimal) in effect for any day during the relevant 
Interest Period under the Federal Reserve Board's Regulation D for 
Eurocurrency liabilities as defined therein.

          Lien.  The term "Lien" means any mortgage, pledge, security 
interest, encumbrance, lien or other form of charge or preferential 
arrangement of any kind (including, without limitation, any agreement 
to give any of the foregoing, any conditional sale or other title 
retention or any lease in the nature thereof).

          Loan.  The term "Loan" means a Revolving Credit Loan, 
Equipment Loan, Term Loan or the 1996 Term Loan, as the context shall 
require, and the term "Loans" means, collectively, the Revolving 
Credit Loans, Equipment Loans, Term Loan and the 1996 Term Loan.

          Material Adverse Effect.  The term "Material Adverse Effect" 
means a material adverse effect on (a) the business, operations, 
property, condition (financial or otherwise) of Total-Tel Comm and its 
Subsidiaries taken as a whole, (b) the ability of any Borrower to 
perform their respective obligations under this Agreement, the Notes 
or any of the other Credit Documents, or (c) the validity or 
enforceability of this Agreement, the Notes or any of the other Credit 
Documents, or the rights or remedies of the Bank hereunder or 
thereunder.

          Maximum Equipment Facility Principal Amount.  The term 
"Maximum Equipment Facility Principal Amount", shall have the meaning 
assigned to such term in Section 1.02 hereof.

          Maximum Revolving Credit Principal Amount.  The term 
"Maximum Revolving Credit Principal Amount" shall have the meaning 
assigned to such term in Section 1.09 hereof.

          Note.  The term "Note" means the Equipment Facility Note, 
the Revolving Credit Note or the 1996 Term Note, as the context shall 
require, and the term "Notes" means, collectively, the Equipment 
Facility Note, the Revolving Credit Note and the 1996 Term Note.

          Obligations.  The term "Obligations" means any and all 
obligations and indebtedness of every kind and description of the 
Borrowers owing to the Bank or to any Affiliate, whether under the 
Credit Documents or other loan documents or agreements, and whether 
such debts or obligations are primary or secondary, direct or 
indirect, absolute or contingent, sole, joint or several, secured or 
unsecured, due or to become due, contractual or tortious, arising by 
operation of law or otherwise, or now or hereafter existing, 
including, without limitation, principal, interest, fees, late fees, 
expenses, attorneys' fees and costs and/or allocated fees and costs of 
Bank's in-house legal counsel, that have been or may hereafter be 
contracted or incurred.

          Payment Date.  The term "Payment Date" means (i) in the case 
of a LIBOR Loan, the last day of each Interest Period applicable 
thereto and (ii) in the case of a Prime Rate Loan,                  , 
1998 and the same day of each month occurring thereafter; provided, 
however, on or about the Conversion Date, the Bank may adjust the 
Payment Dates with respect to interest payable on the Term Loan to 
cause such dates to coincide with the dates otherwise set for payment 
of installment of principal pursuant to Section 1.06 hereof.

          Permitted Investments.  The term "Permitted Investments" 
means (i) readily marketable direct obligations of the Government of 
the United States of America or any agency or instrumentality thereof 
or any full faith and credit obligations of the United States 
Government or obligations guaranteed by the United States Government 
and its agencies, (ii) any investment grade debt or equity securities 
issued by any other Person, (iii) certificates of deposit of any 
United States commercial bank, (iv) any investment arranged by the 
Bank, or an affiliate of the Bank, on behalf of a Borrower pursuant to 
cash management services provided to a Borrower by the Bank or such 
affiliate, (v) instruments held for collection in the ordinary course 
of business, and (vi) any equity or debt securities or other form of 
debt instrument obtained in settlement of debts previously contracted.

          Permitted Liens.  The term "Permitted Liens" means those 
Liens permitted to exist pursuant to Section 8.02 hereof.

          Person.  The term "Person" means any individual, 
partnership, joint venture, firm, corporation, association, trust or 
other enterprise or any government or political subdivision or any 
agency, department or instrumentality thereof.

          Prime Rate.  The term "Prime Rate" means the per annum rate 
of interest established by the Bank as its reference rate in making 
loans, and does not reflect the rate of interest charged to any 
particular borrower or class of borrowers.  The Borrowers acknowledge 
that the Prime Rate is not tied to any external rate of interest and 
that the rate of interest charged hereunder shall change automatically 
and immediately as of the date of any change in the Prime Rate, 
without notice to the Borrowers.

          Prime Rate Loan.  The term "Prime Rate Loan" means any Loan 
at all times during which such loan bears interest based upon the 
Prime Rate.

          Revolving Credit Commitment Period.  The term "Revolving 
Credit Commitment Period" mean the period commencing on the Closing 
Date and ending on the Revolving Credit Expiration Date.

          Revolving Credit Expiration Date.  The term "Revolving 
Credit Expiration Date" means May 31, 1998.

          Revolving Credit Facility.  The term "Revolving Credit 
Facility" shall have the meaning assigned to such term in Section 1.08 
hereof.

          Revolving Credit Loan and Revolving Credit Loans.  The terms 
"Revolving Credit Loan" and "Revolving Credit Loans" shall have the 
meanings assigned to such terms in Section 1.08 hereof.  

          Revolving Credit Note.  The term "Revolving Credit Note" 
shall have the meaning assigned to such term in Section 1.08 hereof.

          SEC.  The term "SEC" shall mean the Securities and Exchange 
Commission or any Governmental Authority which may succeed to the 
authority thereof or be substituted therefor.

          Stated Amount.  The term "Stated Amount" means with respect 
to any Letter of Credit, the maximum amount available to be drawn 
thereunder, determined without regard to whether any conditions to 
drawing could then be met. 

          Subsidiary.  The term "Subsidiary" means, as to any Person, 
any corporation or other entity of which securities or other ownership 
interests having ordinary voting power to elect a majority of the 
board of directors or other persons performing similar functions, are 
at the time directly or indirectly owned or controlled by such Person, 
one or more of the other Subsidiaries of such Person, or any 
combination thereof.

          Term Loan.  The term "Term Loan" shall have the meaning 
assigned to such term in Section 1.04 hereof.

          Term Loan Maturity Date.  The term "Term Loan Maturity Date" 
shall have the meaning assigned to such term in Section 1.04 hereof.

     1996 Agreement.  The term "1996 Agreement" shall have the meaning 
assigned to such term in the first recital clause of this Agreement

     1996 Equipment Facility.  The term "1996 Equipment Facility" 
shall have the meaning assigned to such term in the first recital 
clause of this Agreement.

     1996 Equipment Loan and 1996 Equipment Loans.  The terms "1996 
Equipment Loan" and "1996 Equipment Loans" shall have the meanings 
assigned to such terms in Section 1.07 hereof.

     1996 Revolving Credit Facility.  The term "1996 Revolving Credit 
Facility" shall have the meaning assigned to such term in the second 
recital clause of this Agreement.

          1996 Term Note.  The term "1996 Term Note" shall have the 
meaning assigned to such term in Section 1.07 hereof.

     2.02     Principles of Construction.

          (a)     References.  All references to articles, sections, 
schedules and exhibits are to articles, sections, schedules and 
exhibits in or to this Agreement unless otherwise specified.  The 
words "hereof", "herein", and "hereunder" and words of similar import 
when used in this Agreement shall refer to this Agreement as a whole 
and not to any particular provision of this Agreement.

          (b)  Accounting Terms.  All accounting terms not 
specifically defined herein or in any exhibit hereto shall be 
construed in accordance with GAAP in conformity with those principles 
used in the preparation of the financial statements referred to in 
Section 6.04 hereof.

     III.  PREPAYMENT.  

     3.01     Prepayment of Revolving Credit Loans.  The Revolving 
Credit Loans may be prepaid, in whole or in part, at any time, 
provided that any prepayment in respect of a LIBOR Loan shall be made 
only on the last day of the Interest Period applicable thereto, and 
provided, further, that any partial prepayments of the Revolving 
Credit Loans shall be in a principal amount of not less than 
$50,000.00, or any multiple thereof. All prepayments shall include 
accrued and unpaid interest to the date of prepayment on the principal 
amount prepaid.  All partial prepayments received pursuant to this 
Section 3.01 shall be applied to the Obligations that are in respect 
of the Revolving Credit Loans in the manner determined by the Bank in 
its reasonable discretion.

     3.02     Prepayments of Equipment Loans and Term Loan.  At any 
time prior to the Conversion Date, the Equipment Loans may be prepaid, 
in whole or in part at any time, without premium or penalty; provided, 
that any partial prepayment of the Equipment Loans shall be in a 
principal amount of not less than $50,000.00, or any multiple thereof.  
All prepayments of the Equipment Loans shall include accrued and 
unpaid interest to the date of prepayment on the principal amount 
prepaid.  The Term Loan and the 1996 Term Loan may be prepaid, in 
whole or in part, at any time, provided, that any prepayment (whether 
in whole or in part and whether made voluntarily or because of 
acceleration) shall also be accompanied by an amount equal to (i) 2% 
of the amount of the prepayment if the prepayment occurs during the 
first or second year of the term of the Term Loan or the 1996 Term 
Loan, as the case may be, or (ii) 1% of the amount of the prepayment 
if the prepayment occurs during the third or fourth year of the term 
of the Term Loan or the 1996 Term Loan, as the case may be.  There 
shall be no prepayment fee payable pursuant to this Section 3.02 if 
the prepayment occurs during the fifth year of the term of the Term 
Loan or the 1996 Term Loan, as the case may be.  All partial 
prepayments of principal balance of the Term Loan or the 1996 Term 
Loan shall be applied to the such Loan in inverse order of maturity.  
All prepayments of the Term Loan or the 1996 Term Loan shall also 
include accrued and unpaid interest to the date of prepayment on the 
principal amount prepaid.

     IV.  YIELD MAINTENANCE PROVISIONS.

     4.01     Inability to Determine Rate.  If with respect to any 
Interest Period, the Bank determines that extraordinary and unforeseen 
circumstances beyond the control of the Bank exists with respect to 
the relevant market which make it impracticable to ascertain the 
interest rate applicable for such Interest Period, the Bank shall 
promptly notify the Borrowers of such determination.  Upon such 
determination, no additional LIBOR Loans shall be permitted under the 
Revolving Credit Facility and no conversion to, or continuances of, 
LIBOR Loans shall be permitted pursuant to Section 1.14 hereof until 
the notice of such determination has been withdrawn.  If such notice 
has not been withdrawn by the last day of the then current Interest 
Period applicable to any then outstanding LIBOR Loans, the Borrowers 
must elect on the last day of such Interest Period to either convert 
such LIBOR Loan to a Prime Rate Loan or prepay the outstanding 
principal balance thereof and accrued interest thereon in full.

     4.02     Illegality.  Notwithstanding any other provisions 
herein, if any law, regulation, treaty or directive or any change 
therein or in the interpretation or application thereof, shall make it 
unlawful for the Bank to make or maintain any of the Loans as LIBOR 
Loans as contemplated by this Agreement, (i) the Bank's commitment 
hereunder to make LIBOR Loans under the Revolving Credit Facility or 
to permit conversions to, or continuances of, LIBOR Loans pursuant to 
Section 1.14 hereof shall forthwith be suspended until the 
circumstances surrounding such unlawfulness shall no longer exit and 
(ii) any of the then outstanding LIBOR Loans shall be converted to a 
Prime Rate Loan on the last day of the Interest Period applicable 
thereto or within such earlier period as may be required by law.

     4.03     Requirement of Law.  In the event that any law, 
regulation, treaty or directive or any change therein or in the 
interpretation or application thereof or compliance by the Bank with 
any request or directive (whether or not having the force of law) from 
any central bank or other governmental authority, agency or 
instrumentality:

          (a)     does or shall subject the Bank to any tax of any 
kind whatsoever with respect to this Agreement, the Notes or any Loan 
made hereunder, or change the basis of taxation of payments to the 
Bank of principal, commitment fee, interest or any other amount 
payable hereunder (except for changes in the rate of any tax presently 
imposed on the Bank);

          (b)     does or shall impose, modify or hold applicable any 
reserve, special deposit, compulsory loan or similar requirement 
against assets held by, or deposits or other liabilities in or for the 
account of, advances or loans by, or other credit extended by, or any 
other acquisition of funds by, any office of the Bank which are not 
otherwise included in the determination of LIBOR hereunder; or

          (c)     does or shall impose on the Bank any other 
condition;

          and the result of any of the foregoing is to increase the 
cost to the Bank of making, renewing or maintaining advances or 
extensions of credit to the Borrowers or to reduce any amount 
receivable from the Borrowers hereunder then, in any such case, the 
Borrowers shall promptly pay to the Bank, upon its demand, any 
additional amounts necessary to compensate the Bank for such 
additional cost or reduced amount receivable which the Bank deems to 
be material as determined by the Bank with respect to this Agreement, 
the Notes or the Loans made hereunder.  If the Bank becomes entitled 
to claim any additional amounts pursuant to this Section 4.03, it 
shall promptly notify the Borrowers of the event by reason of which it 
has become so entitled.  A certificate setting forth calculations as 
to any additional amounts payable pursuant to the foregoing sentence 
submitted by the Bank to the Borrowers shall be conclusive in the 
absence of manifest error.

     4.04     Capital Adequacy.  If after the date hereof, the Bank 
shall have determined that the adoption of any applicable law, rule or 
regulation regarding capital adequacy, or any change therein, or any 
change in the interpretation or administration thereof by any 
governmental authority, central bank or comparable agency charged with 
the interpretation or administration thereof, or compliance by the 
Bank with any request or directive regarding capital adequacy (whether 
or not having the force of law) of any such authority, central bank or 
comparable agency, has or would have the effect  of reducing the rate 
of return on the Bank's capital as a consequence of its obligations 
hereunder to a level below that which the Bank could have achieved but 
for such adoption, change or compliance (taking into consideration the 
Bank's policies with respect to capital adequacy) by an amount deemed 
by the Bank to be material, then from time to time, within 30 days 
after demand by the Bank, the Borrowers shall pay to the Bank such 
additional amount or amounts as will compensate the Bank for such 
reduction.  The Bank will promptly notify the Borrowers of any event 
of which it has knowledge, occurring after the date hereof, which will 
entitle the Bank to compensation pursuant to this Section 4.04, and 
such notification of the amount due pursuant to this Section 4.04 
shall be conclusive absent manifest error.  Notwithstanding anything 
to the contrary set forth above, the Bank shall have no right to seek 
additional compensation pursuant to this Section 4.04 until after the 
Bank shall have allocated, and sought compensation for, such increased 
costs fairly and equitably among all of its customers of the same 
general class as the Borrowers that are generally affected by the 
above set forth circumstances.

     4.05     Indemnity.  The Borrowers, jointly and severally, agree 
to indemnify the Bank and to hold the Bank harmless from any loss or 
expense which the Bank may sustain or incur as a consequence of (i) 
default by any Borrower in payment of the principal of or interest on 
the any LIBOR Loan, (ii) any prepayment of any LIBOR Loan received 
(from any source) on any date other than the last day of the Interest 
Period applicable thereto, (iii) default by any Borrower in making any 
borrowing of a LIBOR Loan under the Equipment Facility or Revolving 
Credit Facility, as the case may be, after such Borrower has given 
notice thereof in accordance with Section 1.03 or 1.12 hereof, (iv) 
default by any Borrower in making any prepayment after such Borrower 
has given a notice thereof, or (v) the consolidation of any LIBOR Loan 
into the Term Loan pursuant to Section 1.04 hereof on any date other 
than the last day of the Interest Period applicable thereto.  This 
covenant shall survive termination of this Agreement and payment of 
the Notes.

     4.06     Match Funding.  The amount payable or indemnifiable 
under Sections 4.03, 4.04 and 4.05 hereof shall be determined, in the 
Bank's sole discretion, based upon the assumption that the Bank funded 
100% of any affected LIBOR Loan in the applicable London interbank 
market.


     V.  CONDITIONS.

     5.01     Requirements for Initial Funding. The obligation of the 
Bank to make the initial advance of any Loan available hereunder is 
subject to the Bank's receipt of each of the documents listed on the 
Closing Checklist attached hereto as Exhibit F, and such other 
documents as the Bank may reasonably request, each, as appropriate, 
duly executed and delivered by the parties thereto and in form and 
substance satisfactory to the Bank.

     5.02     Requirements for Any Advance or Conversion.  The 
obligation of the Bank to (i) make any advance under the Revolving 
Credit Facility or the Equipment Facility, or (ii) permit the 
conversion of the Equipment Loans to the Term Loan pursuant to Section 
1.04 hereof, or (iii) permit the conversion of any Revolving Credit 
Loan to a LIBOR Loan pursuant to Section 1.14 hereof, is subject to 
and conditioned upon the following:

          (a)     the representations and warranties contained in 
Article VI hereof are correct on and as of the date of each such 
advance, conversion or continuation;

          (b)     no Event of Default, and no event which, with the 
giving of notice, or the passage of time, or both, would become an 
Event of Default, has occurred and is continuing;

          (c)     there has been no material adverse change in the 
Borrowers' condition, financial or otherwise, since the date of this 
Agreement; and 

          (d)     all of the Credit Documents remain in full force and 
effect. 

     VI.  REPRESENTATIONS AND WARRANTIES.  

     Each Borrower represents and warrants that:

     6.01     Organization; Authority.  Each Borrower (a) is a 
corporation duly organized, validly existing and in good standing 
under the laws of the State or jurisdiction of its organization, is 
duly qualified as a foreign corporation and is in good standing under 
the laws of each jurisdiction in which it is required to be qualified 
because of the business it conducts or the property it owns, and (b) 
has the necessary power and authority to enter into and perform its 
obligations under the Credit Documents and all other documents 
required by the Bank in connection therewith.  The execution and 
performance of the Credit Documents have been duly authorized by all 
necessary proceedings on the part of each Borrower, and, upon their 
execution and delivery, they will be valid, binding, and enforceable 
in accordance with their terms.  The execution and performance of the 
Credit Documents by each Borrower will not violate any orders, laws or 
regulations applicable to it, any of its organizational documents, or 
any instruments, indentures or agreements (including any provisions 
pertaining to subordinated debt) to which any Borrower is a party or 
by which any Borrower or any of its assets is bound, except to the 
extent that any such violation would not have a Material Adverse 
Effect.  All consents, approvals, licenses, franchises, trademarks and 
other general intangibles that are necessary or appropriate in 
connection with this Agreement, the other Credit Documents or the 
operation of the business of each Borrower have been obtained and are 
in full force and effect, except to the extent that any such failure 
to so obtain and maintain such general intangibles would not have a 
Material Adverse Effect.

     6.02     Subsidiaries.  The corporations listed on Annex I are 
the only Subsidiaries of Total-Tel Comm and each such Subsidiary is a 
corporation, duly organized, validly existing and in good standing, 
under the law of the jurisdiction of its organization, is duly 
qualified as a foreign corporation and is in good standing under the 
law of each jurisdiction in which it is required to be qualified 
because of the business it conducts or the property it owns and have 
all necessary power and authority to own its property and conduct its 
business, as contemplated to be conducted.  All consents, approvals, 
licenses, franchises, trademarks and other general intangibles that 
are necessary or appropriate in connection with the operation of the 
business of each Subsidiary, as contemplated to be operated, have been 
obtained and are in full force and effect, except to the extent that 
any such failure to so obtain and maintain such general intangibles 
would not have a Material Adverse Effect.  Each such Subsidiary is a 
wholly owned Subsidiary of Total-Tel Comm and no other Person has any 
direct or indirect interest in such Subsidiary, other than such 
interests which may exist as a result of any stock ownership interest 
of any Person in Total-Tel Comm.

     6.03     Use of Proceeds; Margin Regulation.  The proceeds of the 
Equipment Loans shall be used exclusively to finance the acquisition 
of Financed Equipment.  The proceeds of borrowings under the Revolving 
Credit Facility shall be used by the Borrowers for working capital and 
other general corporate purposes. The Borrowers are not engaged in the 
business of extending credit for the purpose of buying or carrying 
"margin stock" (within the meaning of Regulation U issued by the Board 
of Governors of the Federal Reserve System).  Neither the making of 
any Loan nor use of the proceeds thereof will violate or be 
inconsistent with the provisions of Regulation G, T, U or X of the 
Board of Governors of the Federal Reserve System.

     6.04     Financial Statements.  The audited consolidated 
financial statements contained in the Form 10-K of Total-Tel Comm 
filed with the SEC for the fiscal year ended January 31, 1997 and the 
consolidated financial statements contained in the Form 10-Q of Total-
Tel Comm for the fiscal quarter ended October 31, 1997 were prepared 
in accordance with GAAP, consistently applied, are true and correct in 
all material respects, present fairly the financial condition of the 
Borrowers, and, taken together, disclose all presently outstanding 
indebtedness or obligations of the Borrowers, including contingent 
obligations, obligations under leases of property from others, and all 
liens and encumbrances, including tax liens, against its properties 
and assets; and there have been no adverse changes in the Borrowers' 
financial condition or business since the date of such statements.

     6.05     Suits.  Other than as disclosed on Annex I hereof, to 
the best of each Borrower's knowledge there are no actions, suits, 
proceedings, or claims pending or threatened against the Borrowers, or 
any of their respective properties which, if adversely determined 
against any Borrower, would have a Material Adverse Effect.  

     6.06     Defaults.  None of the Borrowers is in default under any 
agreement to which it is a party or by which it is or any of its 
properties are bound, or under any indenture or instrument evidencing 
any its indebtedness and neither the execution of nor performance by 
any Borrower under the Credit Documents will create a default or any 
lien or encumbrance under any such agreement, indenture or instrument 
other than a lien or encumbrance in favor of the Bank, except, in each 
case, to the extent that the occurrence of any such defaults or the 
existence of any such liens would not have a Material Adverse Effect.

     6.07     ERISA.  No employee benefit plan established or 
maintained by the Borrower which is subject to the Employee Retirement 
Income Security Act, 29 U.S.C. _ 1001 et seq. ("ERISA") has an 
accumulated funding deficiency (as such term is defined in ERISA).  No 
material liability to the Pension Benefit Guaranty Corporation (or any 
successor thereto under ERISA) has been incurred by the Borrowers with 
respect to any such plan and no Reportable Event under ERISA has 
occurred.  The Borrowers have no actual or anticipated liability under 
Section 4971 of the Internal Revenue Code ("Code") (relating to tax on 
failure to meet the minimum funding standard of Section 412 of the 
Code) with respect to any employee benefit plan to which any of them 
contributes but which is not maintained or established by any of them.

     6.08     Tax Returns and Taxes.  Each Borrower has filed all 
federal, state and local tax returns required to be filed and has paid 
all taxes, assessments and governmental charges and levies thereon, 
including interest and penalties, except where the same are being 
contested in good faith by appropriate proceedings and for which 
adequate reserves have been set aside, and no liens for taxes have 
been filed and no claims are being assessed by a Governmental 
Authority with respect to any taxes or the charges, accruals and 
reserves on the books of the Borrowers with respect thereto.

     6.09     Compliance with Statutes, etc.  To the best of each 
Borrower's knowledge, ach Borrower is in compliance with all 
applicable statutes, regulations and orders of, and all applicable 
restrictions imposed by, any Government Authority, in respect of the 
conduct of its business and the ownership of its property (including, 
without limitation, any applicable Environmental Laws), except such 
instances of noncompliances as would not have a Material Adverse 
Effect.

     6.10     Not an Investment Company.  None of the Borrowers is an 
"investment company" or a company "controlled" by an "investment 
company", within the meaning of the Investment Company Act of 1940, as 
amended.

     6.11     Intellectual Property, etc.  The Borrowers have obtained 
all material patents, trademarks, servicemarks, trade names, 
copyrights, technology, processes, licenses and other rights 
(Intellectual Property), free from any burdensome restrictions, that 
are necessary for the operation of their respective businesses as 
presently conducted and as proposed to be conducted.  No claim has 
been asserted or threatened questioning the use of such Intellectual 
Property, nor does any Borrower know of any valid basis for any such 
claim.

     6.12     Assets and Properties.  Each Borrower has good and 
marketable title to all of its assets and properties (tangible and 
intangible) and all such assets and properties are free and clear of 
all Liens (except Permitted Liens).  Substantially all of the assets 
and properties owned by, leased to or used by each Borrower are in 
adequate operating condition and repair, ordinary wear and tear 
excepted, are free and clear of known defects except such defects as 
do not substantially increase with the continued use thereof in the 
conduct of normal operation, and such assets are able to serve the 
function for which they are currently being used, except in each case, 
where the failure of such asset or property to meet such requirements 
would not have a Material Adverse Effect.

     6.13     True and Complete Disclosure.  All factual information 
(taken as a whole) heretofore or contemporaneously furnished by the 
Borrowers to the Bank for the purposes of or in connection with this 
Agreement or any transactions contemplated herein is, and all other 
such factual information (taken as a whole) hereafter furnished by or 
on behalf of the Borrowers in writing to the Bank will be, true and 
accurate in all material respects on the date as of which such 
information is dated or certified and does not and shall not omit to 
state any fact necessary to make such information (taken as a whole) 
not misleading at such time in light of the circumstances under which 
such information was provided.

     6.14     Business Integration.  The business operations of 
Borrowers are related and have a common business purpose.  To permit 
the uninterrupted and continuous operations of their common economic 
enterprise, such corporations now require and will from time to time 
hereafter require funds for general business purposes.  Accordingly, 
the proceeds of Loans made hereunder will directly or indirectly 
benefit each Borrower, regardless of which corporation actually or 
directly receives part or all of the proceeds of such Loans.


     VII. AFFIRMATIVE COVENANTS.  

     Total-Tel Comm and (as the context so requires) each of the other 
Borrowers covenant and agree that so long as there are any outstanding 
Obligations hereunder or otherwise or the Bank shall have any 
commitments hereunder:

     7.01     Financial Statements.  Total-Tel Comm shall furnish to 
the Bank the following financial information: (i) as soon as available 
but in any event within 90 days after the close of each fiscal year of 
Total-Tel Comm, to the extent prepared to comply with SEC 
requirements, a copy of the SEC Form 10-K (or successor form 
promulgated by the SEC) filed by Total-Tel Comm with the SEC for such 
fiscal year, or, if no such form was so filed for such fiscal year, 
consolidated audited year-end financial statements for Total-Tel Comm, 
including, but not limited to, statements of financial condition, 
income and cash flows, a reconciliation of net worth, notes and other 
supporting schedules to such financial statements and any other 
information that may assist the Bank in assessing the Borrowers' 
financial condition (prepared in accordance with GAAP consistently 
applied, and accompanied by an opinion, satisfactory in form and 
substance to the Bank, by an independent certified public accountant 
acceptable to the Bank, and certified as true, correct and complete in 
all material respects by Total-Tel Comm's chief financial officer); 
(ii) as soon as available but in any event within 45 days after each 
interim fiscal quarter, to the extent prepared to comply with SEC 
requirements, a copy of the SEC Form 10-Q (or successor form 
promulgated by the SEC) filed by Total-Tel Comm with the SEC for such 
fiscal quarter; or, if no such form was so filed for such fiscal 
quarter, unaudited management prepared consolidated financial 
statements for Total-Tel Comm for such quarter, including, but not 
limited to, statements of financial condition, income and cash flows, 
a reconciliation of net worth, and supporting schedules (prepared in 
accordance with GAAP consistently applied, and certified as true, 
correct and complete in all material respects by Total-Tel Comm's 
chief financial officer); (iii) promptly upon filing the same with the 
SEC, copies of any filings and registrations with, and reports to, the 
SEC by Total-Tel Comm, including, but not limited to, any reports on 
Form 8-K (or successor form promulgated by the SEC), or any proxy or 
registration statement or any other form of public disclosure 
prescribed by the SEC; and (iv) such other information respecting the 
operations, financial or otherwise, of the Borrowers as the Bank may 
from time to time reasonably request.

     7.02     Compliance Certificate.  Total-Tel Comm shall furnish to 
the Bank, together with each set of financial statements described in 
clauses (i) and (ii) of Section 7.01 hereof, a compliance certificate, 
substantially in the form of Exhibit G hereto, signed by Total-Tel 
Comm's chief financial officer, certifying that: (i) all 
representations and warranties set forth in this Agreement and in the 
other Credit Documents are true and correct as of the date thereof; 
(ii) none of the covenants in this Agreement or in the other Credit 
Document has been breached; and (iii) no event has occurred which, 
alone, or with the giving of notice or the passage of time, or both, 
would constitute an Event of Default under this Agreement or the other 
Credit Documents.

     7.03     Notice of Certain Events.  The Borrowers shall promptly 
give written notice to the Bank of: (i) the details of any Reportable 
Events (as defined in ERISA) which have occurred, (ii) the occurrence 
of any event which alone or with notice, the passage of time, or both, 
would constitute an Event of Default, and (iii) the commencement of 
any proceeding or litigation which, if adversely determined, would 
have a Material Adverse Effect.

     7.04     Preservation of Property; Insurance.  Each Borrower 
shall keep and maintain, and require each of the Guarantors to keep 
and maintain, all of its and their properties and assets in good order 
and repair; maintain extended coverage, general liability, hazard, 
business interruption, property and other insurance in amounts deemed 
satisfactory to the Bank and as is customary for businesses similar to 
such Borrower's business and deliver to the Bank certificates of all 
such insurance in effect; and cause all such policies covering 
business interruption to contain loss payee endorsements in favor of 
the Bank and to be subject to cancellation or reduction in coverage 
only upon 30 days prior written notice thereof to the Bank at its 
address set forth in this Agreement.  The foregoing insurance 
requirements are in addition to any insurance requirements set forth 
in the 1996 Security Agreement.

     7.05     Taxes.  Each Borrower shall pay and discharge, and 
require each of the other Guarantors to pay and discharge, when due, 
all taxes, assessments or other governmental charges imposed on them 
or any of their respective properties, unless the same are currently 
being contested in good faith by appropriate proceedings and adequate 
reserves are maintained therefor.

     7.06     Conduct of Business and Maintenance of Existence.  Each 
Borrower shall continue to engage in business of the same general type 
as now conducted, and preserve, renew and keep in full force and 
effect its corporate existence and rights, privileges and franchises 
necessary or desirable in the normal conduct of business and which are 
material to each Borrower and each of the other Guarantors.

     7.07     Operation of Business and Properties.  Each Borrower 
shall operate its business and properties, and cause those of the 
other Guarantors to be operated, in compliance with all applicable 
orders, rules, regulations and other requirements of any Governmental 
Authority applicable thereto, and duly file or cause to be filed such 
reports and/or information returns as may be required or appropriate 
under applicable orders, rules, regulations or other requirements of 
any Governmental Authority, including, without limitation, any 
Environmental Laws, except to the extent that such non-compliance 
would not have a Material Adverse Effect.

     7.08     Access to Properties, Books and Records.  Each Borrower 
shall permit the Bank's representatives and/or agents full and 
complete access to any or all of the Borrower's properties and 
financial records, to make extracts from and/or audit such records and 
to examine and discuss their properties, business, finances and 
affairs with the Borrowers' officers and outside accountants, provided 
that such access need only be provided by the Borrowers during normal 
business hours and on not less than 72 hours' prior notice.  The 
Borrowers shall keep adequate records and books of account reflecting 
all their respective financial transactions. 

     7.09     Environmental Liens.  In the event that there shall be 
filed a lien against any property of any Borrower by any Governmental 
Authority arising from an act or omission of a Borrower, resulting in 
the discharge of hazardous substances or wastes into the atmosphere or 
waters or onto lands, then the affected Borrower shall, within 60 days 
from the date that such Borrower is given notice that the lien has 
been placed against such property or within such shorter period of 
time in the event that such Governmental Authority has commenced steps 
to cause such property to be sold pursuant to the lien, either (i) pay 
the claim and remove the lien from the applicable property or (ii) 
furnish to such Governmental Authority, in an amount sufficient to 
discharge the clam out of which the lien arises, one of the following:  
(x) a bond satisfactory to the Governmental Authority, (y) a cash 
deposit, or (z) other security reasonably satisfactory to such 
Governmental Authority.   

     7.10     Removal of Hazardous Substances.  Should a Borrower 
cause or permit any act or omission resulting in the discharge of 
hazardous substances or wastes into the atmosphere or waters, or onto 
the lands in violation of any applicable Environmental Law, such 
Borrower shall promptly clean up same in accordance with all 
applicable Environmental Laws.

     7.11     Further Assurances.  Each Borrower shall do, execute, 
acknowledge and deliver or cause to be done, executed, acknowledged 
and delivered, all such further instruments, acts, deeds, and 
assurances as may be reasonably requested by the Bank for the purpose 
of carrying out the provisions and intent of the Credit Documents.


     VIII.  NEGATIVE COVENANTS.

     So long as any Obligations are outstanding, without the prior 
written consent of the Bank (which consent shall not be unreasonably 
withheld): 

     8.01     Incur Indebtedness.  No Borrower shall incur, create, 
assume, or permit to exist any Indebtedness at any time, except:

          (a)     Indebtedness of the Borrowers owing to the Bank 
under this Agreement and the Notes;

          (b)     other Indebtedness of a Borrower owing to the Bank;

          (c)     Indebtedness existing on the date hereof that is 
described on Annex I hereof.

          (d)     Approved Subordinated Indebtedness;

          (e)     Indebtedness in respect of normal trade debt arising 
in the ordinary course of business which does not materially exceed 
the levels of such debt historically incurred by a Borrower; 

          (f)     Indebtedness secured by Liens permitted to exist 
pursuant to Section 8.02(f); or

          (g)     Indebtedness that constitutes Guaranteed 
Indebtedness of a Borrower that has been incurred by such Borrower 
solely by virtue of such Borrower's endorsement of checks or drafts 
negotiated in the ordinary course of the business.

     8.02     Negative Pledge.  No Borrower shall create, permit to 
exist, or suffer the creation of, any Lien, on any of its properties 
or assets (real or personal, tangible or intangible), except: 

          (a)     Liens in favor of the Bank;

          (b)     Liens existing on the date hereof that are listed on 
Annex I hereto;

          (c)     Liens for taxes, assessments or governmental charges 
or levies to the extent not required to be paid by Section 7.05 
hereof;

          (d)     Liens imposed by law, such as materialmen's, 
mechanics', carrier's, workmen's, and repairmen's Liens and other 
similar Liens arising in the ordinary course of business securing 
obligations which are not overdue for a period of more than 30 days;

          (e)     pledges or deposits to secure obligations under 
workmen's compensation laws or similar legislation or to secure public 
or statutory obligations of a Borrower;     

          (f)     Liens for finance leases of equipment leased by a 
Borrower which do not constitute Capitalized Leases, or purchase money 
Liens upon or in property acquired or held by a Borrower in the 
ordinary course of business to secure the purchase price of such 
property or to secure Indebtedness incurred solely for the purpose of 
financing the acquisition of any such property to be subject to such 
Liens, or Liens existing on any such property at the time of the 
leasing, acquisition, or extensions, renewals or replacements of any 
of the foregoing for the same or a lesser amount, provided that no 
such Lien shall extend to or cover any property (including, but not 
limited to the Financed Equipment) other than the property being 
leased or acquired and no such extension, renewal or replacement shall 
extend to or cover any property not theretofore subject to the Lien 
being extended, renewed or replaced, and provided, further, that any 
such Indebtedness shall not otherwise be prohibited by the terms of 
this Agreement; or

          (g)     the replacement, extension or renewal of any Lien 
permitted by clauses (a) through (f) above upon or in the same 
property theretofore subject thereto or the replacement, extension or 
renewal (without increase of principal amount) of the Indebtedness 
secured thereby.

     8.03     Sale of Assets; Liquidation; Merger; Acquisitions.  No 
Borrower shall (i) convey, lease, sell, transfer or assign any assets 
or properties currently owned or hereafter acquired by it, except 
dispositions of inventory in the ordinary course of business for value 
received and such other dispositions of assets and properties that are 
not material to the business or operations of such Borrower, if such 
asset or property is replaced with reasonable promptness or is 
otherwise obsolete, (ii) liquidate or discontinue its normal 
operations with intent to liquidate; (iii) enter into any merger or 
consolidation; (iv) acquire all or substantially all of the assets, 
stock or other equity interests of any other Person; or (v) take any 
action, or enter into any agreements, to effect any of the foregoing.
 
     8.04     Prepayment of Other Indebtedness.  No Borrower shall 
prepay any amounts on any outstanding Indebtedness not required to be 
prepaid by the express terms thereof, except to the Bank, or cause or 
permit the acceleration of any amounts on any outstanding Indebtedness 
now existing or hereafter arising.

     8.05     Investments.  No Borrower shall purchase or make any 
investment in the stock, securities or evidences of indebtedness of, 
or make capital contributions or loans or advances to, or other forms 
of investments in, any Person, except Permitted Investments.  
Notwithstanding the foregoing, the Borrowers shall be permitted to 
make loans to its employees for corporate purposes; provided that the 
aggregate principal amount of such loans outstanding at any one time 
shall not exceed $500,000; provided, however, that in no event shall 
there be outstanding under such loans an amount in excess of $250,000 
on an unsecured basis and for terms longer than 1 year.

     8.06     Create Subsidiaries.  No Borrower shall create, permit 
to exist, or invest or otherwise participate in any Subsidiaries 
(other than the Subsidiaries listed on Annex 1 hereto) or any 
partnership, joint venture or other material enterprise; provided that 
the foregoing shall not apply to any new Subsidiaries that executes 
and delivers in favor of the Bank a guaranty and security agreement 
(as well as resolutions authorizing the same) substantially the same 
as the guaranty and security agreement executed and delivered by the 
Guarantors in connection with the transactions herein contemplated.

     8.07     Hazardous Substances. No Borrower shall cause or permit 
to exist a discharge of hazardous substances or wastes into the 
atmosphere or waters or onto lands unless such discharge is pursuant 
to and in compliance with the conditions of a permit issued by the 
appropriate Governmental Authorities or otherwise in compliance with 
applicable Environmental Law.

     8.08     Current Ratio.  Total-Tel Comm shall not permit the 
ratio of its Current Assets to its Current Liabilities at any time to 
be less than 1.00:1.00, measured on a consolidated basis no less 
frequently than quarterly.  As used herein, "Current Assets" and 
"Current Liabilities" means all assets and liabilities which, in 
accordance with GAAP consistently applied, should be classified as 
current assets and current liabilities, respectively.

     8.09     Tangible Net Worth.  Total-Tel Comm shall not permit its 
Tangible Net Worth at any time to be less than $12,500,000, measured 
on a consolidated basis no less frequently than quarterly.  As used 
herein, "Tangible Net Worth" means, at any date (i) the total assets 
of Total-Tel Comm which would be shown as assets on a consolidated 
balance sheet of Total-Tel Comm prepared in accordance with GAAP less 
(ii) the total liabilities of Total-Tel Comm as shown on a 
consolidated balance sheet of Total-Tel Comm prepared in accordance 
with GAAP, after subtracting therefrom the aggregate amount of any 
capitalized research and development costs, capitalized interest, debt 
discount and expense, goodwill, patents, trademarks, copyrights, 
franchises, licenses, amounts owing from officers, directors, 
shareholders, principals, partners or affiliates of any Borrower or 
Guarantor and any investments in any entities owned or controlled by 
any of the foregoing, and such other assets as are properly classified 
as "intangible assets", in each case determined in accordance with 
GAAP consistently applied.

     8.10     Debt to Equity Ratio.  Total-Tel Comm shall not permit 
the ratio of its Total Liabilities to Tangible Capital Funds at any 
time to exceed 2.00:1.00, measured on a consolidated basis no less 
frequently than quarterly.  As used herein, "Total Liabilities" means 
the total liabilities of Total-Tel Comm as shown on a consolidated 
balance sheet of Total-Tel Comm prepared in accordance with GAAP, 
specifically including, without limitation, Capitalized Lease 
Obligations, contingency and other reserves, deferred taxes and other 
deferred sums, but specifically excluding amounts in respect of any 
then outstanding Approved Subordinated Debt, in each case determined 
in accordance with GAAP consistently applied.  As used herein, 
"Tangible Capital Funds" means the sum of (i) the Tangible Net Worth 
of Total-Tel Comm as determined pursuant to the definition thereof set 
forth in Section 8.10 hereof plus (ii) the principal amount of any 
then outstanding Approved Subordinated Debt.

     8.11     Debt Service Coverage Ratio.  Total-Tel Comm shall not 
permit the ratio of its EBITDA to its CPLTD plus Interest Expense to 
be at any time less than 1.50:1.00, measured on a consolidated basis 
no less frequently than annually.  As used herein, "EBITDA" means, at 
any time, the earnings (excluding any extraordinary or unusual items 
and non-operating earnings adjustments) before interest expense, 
taxes, depreciation and amortization, determined in accordance with 
GAAP consistently applied, and "CPLTD plus Interest Expense" means, at 
any time, current maturities of all Indebtedness which by its terms, 
or by the terms of any instrument or agreement relating thereto, 
matures, or which is otherwise payable, 1 year or more after the date 
of creation thereof (whether such payment is in respect of sinking 
fund requirements, mandatory prepayments, or final payment upon 
maturity), including, without limitation, any Capital Lease 
Obligations, plus all cash and non-cash interest (including, without 
limitation, capitalized interest) accrued and/or payable during the 
relevant fiscal period in or in connection with any Indebtedness, in 
each case determined in accordance with GAAP, consistently applied.

     8.12     Use of Proceeds.  No Borrower shall use the proceeds of 
any Loan made hereunder for any purpose other than the purposes 
described in Section 6.03 hereof.

     8.13     Change Fiscal Year.  Total-Tel Comm shall not change its 
fiscal year to end on any date other than January 31, or permit the 
fiscal year end of any of its Subsidiaries to end on any day other 
than January 31.


     IX. EVENTS OF DEFAULT.

     Each of the following shall constitute an event of default 
("Event of Default") hereunder:

     9.01     Payment Default.  Any Borrower shall (i) default in the 
payment, within ten (10) days after the due date, of any principal of, 
or interest on, the Loans or (ii) default in the payment, within ten 
(10) days after the due date, of any other amounts owing hereunder, 
under the Notes or under any other Credit Document;
 
     9.02     Negative Covenant Breach.  Any Borrower shall default in 
the due performance or observance by it of any term, covenant or 
agreement contained in Article VIII hereof;

     9.03     Other Covenant Breaches.  Any Borrower shall default in 
the due performance or observance of any term, covenant or agreement 
(other than those referred to in Sections 9.01 and 9.02) contained in 
this Agreement, the Notes or any other Credit Document, and such 
default shall continue unremedied for a period of at least 30 days 
after the earlier to occur of (i) the date a Borrower obtains actual 
knowledge of such default or (ii) the date notice of such default is 
given to a Borrower by the Bank;

     9.04     Default Under Agreements for Borrowed Money.  (i) Any 
Borrower shall default in any payment with respect to any Indebtedness 
in excess of $600,000.00 (individually or in the aggregate as to all 
Borrowers) beyond the period of grace, if any, provided in the 
instrument or agreement under which such Indebtedness was created or 
default in the observance or performance of any agreement or condition 
relating to any such Indebtedness or contained in any instrument or 
agreement evidencing, securing or relating thereto, or any other event 
shall occur or condition exist, the effect of which default or other 
event or condition is to cause, or to permit the holder or holders of 
such Indebtedness (or a trustee or agent on behalf of such holder or 
holders) to cause (determined without regard to whether any notice or 
lapse of time is required), any such Indebtedness to become due prior 
to its stated maturity, or (ii) any such Indebtedness shall be 
declared to be due and payable, or required to be prepaid as a 
mandatory prepayment, prior to the stated maturity thereof;

     9.05     Default Under Other Material Contracts.  Any Borrower 
shall default in the due performance or observance of any material 
term, covenant or agreement contained in any contract, agreement, 
understanding or arrangement, beyond the period of grace, if any, 
provided in the relevant contract, involving an aggregate 
consideration payable by or to such Borrower of $100,000.00 or more in 
any 1 year or is otherwise material to the business, condition, 
operations, performance, properties or prospects of such Borrower;

     9.06     Voluntary Bankruptcy.  Any Borrower commences any 
bankruptcy, reorganization, debt arrangement, or other case or 
proceeding under the United States Bankruptcy Code or under any 
similar foreign, federal, state, or local statute, or any dissolution 
or liquidation proceeding, or makes a general assignment for the 
benefit of creditors, or takes any action for the purpose of effecting 
any of the foregoing;

     9.07     Involuntary Bankruptcy.  Any bankruptcy, reorganization, 
debt arrangement, or other case or proceeding under the United States 
Bankruptcy Code or under similar foreign, federal, state or local 
statute, or any dissolution or liquidation proceeding, is 
involuntarily commenced against or in respect of any Borrower and not 
stayed or discharged within 30 days of the commencement thereof;

     9.08     Appointment of Receiver.  The appointment, or the filing 
of a petition seeking the appointment of a custodian, receiver, 
trustee, or liquidator for any Borrower or any of their respective 
property, or the taking of possession of any part of the property of 
any Borrower at the instance of any Governmental Authority;

     9.09     Insolvency.  Any Borrower becomes insolvent (however 
defined), is generally not paying its debts as they become due, or has 
suspended transaction of its usual business;

     9.10     Reorganization.  The dissolution, merger, consolidation, 
or reorganization of any Borrower, other than the merger of any 
Borrower (other than Total-Tel Comm) into another Borrower;

     9.11     Material Misstatement.  Any statement, representation or 
warranty made in or pursuant to this Agreement or any other Credit 
Document or to induce the Bank to enter into this Agreement or to 
enter into the transactions referred to in this Agreement shall prove 
to be untrue or misleading in any material respect;

     9.12     Material Adverse Change.  The occurrence of a material 
adverse change in the financial condition of any Borrower or the 
occurrence of any event which, in the reasonable opinion of the Bank, 
materially impairs the financial responsibility of any Borrower; or

     9.13     Entry of Judgment.  The entry or issuance of judgments, 
orders, decrees or fines against any Borrower which, in the aggregate, 
involve liabilities in excess of the sum of $100,000.00 (the discharge 
of which is not the obligation of any insurance company) and any such 
judgments or orders involving liabilities in excess of said sum shall 
have continued unbonded or unsatisfied and without stay of execution 
or agreement between the parties thereon for a period of 30 days after 
the entry or issuance of such judgment.

     X. REMEDIES.

    10.01     Acceleration of Obligations; Other Remedies.  Upon and 
following the occurrence of an Event of Default described in Article 
IX hereof (other than the Events of Default described in Sections 
9.06, 9.07, and 9.08 hereof), at the Bank's sole option, the Bank's 
commitment, if any, to make any further advance or Loans hereunder 
shall terminate and all Obligations shall immediately become due and 
payable in full, all without protest, presentment, demand or further 
notice of any kind to the Borrowers, all of which are expressly 
waived.  Upon the occurrence of the Event of Default described in 
Sections 9.06, 9.07, and 9.08 hereof, immediately and automatically, 
the Bank's commitment, if any, to make any further advances or Loans 
hereunder shall terminate and all Obligations shall immediately become 
due and payable in full, all without protest, presentment, demand or 
further notice of any kind to the Borrowers, all of which are 
expressly waived.  Upon and following an Event of Default, the Bank 
may, at its option, exercise any and all rights and remedies it has 
under this Agreement, any other Credit Document and/or applicable law, 
including, without limitation, the right to charge and collect 
interest on the principal portion of the Obligations at a rate equal 
to the lesser of: (i) the highest rate of interest set forth in the 
Credit Documents, or (ii) the highest rate of interest allowed by law, 
such rate of interest to apply to the Obligations, at the Bank's 
option, upon and after an Event of Default, maturity, whether by 
acceleration or otherwise, and the entry of a judgment in favor of the 
Bank with respect to any or all of the Obligations.  Upon and 
following an Event of Default, the Bank may proceed to protect and 
enforce the Bank's rights under any Credit Document and/or under 
applicable law by action at law, in equity or other appropriate 
proceeding including, without limitation, an action for specific 
performance to enforce or aid in the enforcement of any provision 
contained herein or in any other Credit Document.

    10.02     Right of Set-off.  If any of the Obligations shall be 
due and payable or any one or more Events of Default shall have 
occurred, whether or not the Bank shall have made demand under any 
Credit Document and regardless of the adequacy of any collateral for 
the Obligations or other means of obtaining repayment of the 
Obligations, the Bank shall have the right, without notice to any 
Borrower, and is specifically authorized hereby to set-off against and 
apply to the then unpaid balance of the Obligations any items or funds 
of any Borrower held by the Bank, any and all deposits (whether 
general or special, time or demand, matured or unmatured) or any other 
property of any Borrower, including, without limitation, securities 
and/or certificates of deposit, now or hereafter maintained by any 
Borrower for its or their own account with the Bank, and any other 
indebtedness at any time held or owing by the Bank to or for the 
credit or the account of any Borrower, even if effecting such set-off 
results in a loss or reduction of interest or the imposition of a 
penalty applicable to the early withdrawal of time deposits.  For such 
purpose, the Bank shall have, and each Borrower hereby grants to the 
Bank, a lien on and security interest in such deposits, property, 
funds and accounts and the proceeds thereof.  

    10.03     Remedies Cumulative; No Waiver or Impairment.  The 
rights, powers and remedies of the Bank provided in this Agreement and 
any of the Credit Documents are cumulative and not exclusive of any 
right, power or remedy provided by law or equity.  No failure or delay 
on the part of the Bank in the exercise of any right, power or remedy 
shall operate as a waiver thereof, nor shall any single or partial 
exercise preclude any other or further exercise thereof, or the 
exercise of any other right, power or remedy.  The liabilities of the 
Borrowers hereunder and under the other Credit Documents shall be 
joint and several and the Bank may, in its sole and absolute 
discretion, enforce any such liability against any Borrower or all 
Borrowers without affecting or impairing the further enforcement of 
the liabilities hereunder or under the other Credit Documents against 
any other Borrower or all Borrowers, as the case may be.

     XI. MISCELLANEOUS.

    11.01     Notices.  Notices and communications under this 
Agreement and the other Credit Documents shall be in writing and shall 
be given by either (i) hand-delivery, (ii) certified mail (return 
receipt requested, postage prepaid), (iii) reliable overnight 
commercial courier (charges prepaid), or (iv) telecopy, to the 
addresses and telecopy numbers listed in this Agreement.  Notice given 
by telecopy shall be deemed to have been given and received when sent.  
Notice by overnight courier shall be deemed to have been given and 
received on the date scheduled for delivery.  Notice by certified mail 
shall be deemed to have been given and received on the dates indicated 
on the receipt returned to the sender thereof.  A party may change its 
address and/or telecopier number by giving written notice to the other 
party as specified herein.  For the avoidance of doubt, any notice 
required to be given by the Bank to the Borrowers or any Borrower 
shall be deemed given by the Bank for all purposes when given to 
Total-Tel Comm in accordance with this Section 11.01.  Furthermore, 
with respect to any notice required to be given by the Borrowers or 
any particular Borrower, the Bank may rely (and shall be fully 
protected in relying) on any notice received from any authorized 
officer of any Borrower which the Bank believed in good faith to be 
genuine and correct and to be acting on behalf of all Borrowers.

    11.02     Costs and Expenses.  Whether or not the transactions 
contemplated by the Credit Documents are fully consummated, the 
Borrowers shall promptly pay (or reimburse, as the Bank may elect) all 
reasonable costs and expenses which the Bank has incurred or may 
hereafter incur in connection with the negotiation, preparation, 
reproduction, interpretation, perfection, monitoring, administration 
and enforcement of the Credit Documents, the collection of all amounts 
due under the Credit Documents, and all amendments, modifications, 
consents or waivers, if any, to the Credit Documents.  Such costs and 
expenses shall include, without limitation, the reasonable fees and 
disbursements of counsel to the Bank (including the Bank's in-house 
counsel), the costs of appraisals, costs of environmental studies, 
searches of public records, costs of filing and recording documents 
with public offices, internal and/or external audit and/or examination 
fees and costs, stamp, excise and other taxes and costs and expenses 
incurred by the Bank, and the fees of the Bank's accountants, 
consultants or other professionals.  The Borrowers' reimbursement 
obligations under this paragraph shall survive any termination of the 
Credit Documents.

    11.03     Payment Due on a Day Other Than a Business Day.  If any 
payment due or action to be taken under this Agreement or any Credit 
Document falls due or is required to be taken on a day that is not a 
Business Day, such payment or action shall be made or taken on the 
next succeeding Business Day and such extended time shall be included 
in the computation of interest.  

    11.04     Governing Law.  This Agreement shall be construed in 
accordance with and governed by the substantive laws of the State of 
New Jersey without reference to conflict of laws principles.  

    11.05     Superseding Effect.  This Agreement and the other Credit 
Documents constitute the sole agreement of the parties with respect to 
the subject matter hereof and thereof and supersede all oral 
negotiations and prior writings with respect to the subject matter 
hereof and thereof. 

    11.06     Amendment; Waiver.  No amendment of this Agreement, and 
no waiver of any one or more of the provisions hereof shall be 
effective unless set forth in writing and signed by the parties 
hereto.  

    11.07     Successors and Assigns.  This Agreement (i) shall be 
binding upon the Borrowers and the Bank and their respective 
successors and permitted assigns, and (ii) shall inure to the benefit 
of the Borrowers and the Bank and their respective successors and 
permitted assigns; provided, however, that no Borrower may assign its 
rights hereunder or any interest herein without the prior written 
consent of the Bank, and any such assignment or attempted assignment 
by a Borrower shall be void and of no effect with respect to the Bank.  

    11.08     Sale, Assignment or Participations.  The Bank may from 
time to time sell or assign, in whole or in part, or grant 
participations in some or all of the Credit Documents and/or the 
obligations evidenced thereby.  The holder of any such sale, 
assignment or participation, if the applicable agreement between the 
Bank and such holder so provides, (i) shall be entitled to all of the 
rights, obligations and benefits of the Bank and (ii) shall be deemed 
to hold and may exercise the rights of set-off or banker's lien with 
respect to any and all obligations of such holder to any Borrower, in 
each case as fully as though such Borrower were directly indebted to 
such holder.  The Bank may, in its discretion, give notice to any 
Borrower of such sale, assignment or participation; however, the 
failure to give such notice shall not affect any of the Bank's or such 
holder's rights hereunder.  Each Borrower authorizes the Bank to 
provide information concerning the Borrowers to any prospective 
purchaser, assignee or participant.  The information provided may 
include, but is not limited to, amounts, terms, balances, payment 
history, return item history and any financial or other information 
about the Borrowers.  The Borrowers, jointly and severally, agree to 
indemnify, defend, release the Bank, and hold the Bank harmless, at 
the Borrowers' cost and expense, from and against any and all 
lawsuits, claims, actions, proceedings, or suits against the Bank or 
against any Borrower and the Bank, arising out of or relating to the 
Bank's reporting or disclosure of such information, unless any such 
claims are the result of the Bank's gross negligence or willful 
misconduct.  

    11.09     Severability.  The illegality or unenforceability of any 
provision of this Agreement or any instrument or agreement required 
hereunder shall not in any way affect or impair the legality or 
enforceability of the remaining provisions of this Agreement or any 
instrument or agreement required hereunder.  In lieu of any illegal or 
unenforceable provision in this Agreement, there shall be added 
automatically as a part of this Agreement a legal and enforceable 
provision as similar in terms to such illegal or unenforceable 
provision as may be possible.

    11.10     Consent to Jurisdiction and Service of Process.  Each 
Borrower irrevocably appoints each and every corporate officer of such 
Borrower as their attorneys upon whom may be served, by regular or 
certified mail at the address set forth in this Agreement, any notice, 
process or pleading in any action or proceeding against it arising out 
of or in connection with this Agreement or any of the other Credit 
Documents.  Each Borrower hereby consents that any action or 
proceeding against it may be commenced and maintained in any court 
within the State of New Jersey or in the United States District Court 
for the District of New Jersey by service of process on any such 
officer.  Each Borrower further agrees that such courts of the State 
of New Jersey and the United States District Court for the District of 
New Jersey shall have jurisdiction with respect to the subject matter 
hereof and the person of such Borrower and all collateral for the 
Obligations.  Notwithstanding the foregoing, each Borrower agrees that 
any action brought by such Borrower shall be commenced and maintained 
only in a court in the federal judicial district or county in which 
the Bank has its principal place of business in New Jersey.

    11.11     Indemnification.

          (a)  If, after receipt of any payment of all or any part of 
the Obligations, the Bank is compelled or agrees, for settlement 
purposes, to surrender such payment to any person or entity for any 
reason (including, without limitation, a determination that such 
payment is void or voidable as a preference or fraudulent conveyance, 
an impermissible set-off, or a diversion of trust funds), then this 
Agreement and the other Credit Documents shall continue in full force 
and effect, and each Borrower shall be liable for, and shall 
indemnify, defend and hold harmless the Bank with respect to the full 
amount so surrendered.

          (b)  The Borrowers, jointly and severally, shall indemnify, 
defend and hold harmless the Bank with respect to any and all claims, 
expenses, demands, losses, costs, fines or liabilities of any kind 
(including, without limitation, those involving death, personal injury 
or property damage and including reasonable attorneys fees and costs) 
arising from or in any way related to any hazardous materials or a 
dangerous environmental condition within, on, from, related to or 
affecting any real property owned or occupied by the Borrower 
including, without limitation, any and all claims that may arise as a 
result of an intentional or unintentional act or omission of any 
Borrower, any previous owner and/or operator of real property owned or 
occupied by any Borrower that resulted in the discharge of hazardous 
substances or wastes into the atmosphere or waters or onto the lands.

          (c)  The provisions of this paragraph shall survive the 
termination of this Agreement and the other Credit Documents and shall 
be and remain effective notwithstanding the payment of the 
Obligations, the release of any security interest, lien or encumbrance 
securing the Obligations or any other action which the Bank may have 
taken in reliance upon its receipt of such payment.  Any action by the 
Bank shall be deemed to have been conditioned upon any payment of the 
Obligations having become final and irrevocable.  

    11.12     Inconsistencies.  The Credit Documents are intended to 
be consistent.  However, in the event of any inconsistencies among any 
of the Credit Documents, such inconsistency shall not affect the 
validity or enforceability of each Credit Document.  Each Borrower 
agrees that in the event of any inconsistency or ambiguity in any of 
the Credit Documents, the Credit Documents shall not be construed 
against any one party but shall be interpreted consistent with the 
Bank's policies and procedures.  

    11.13     Headings.  The headings of articles, sections and 
paragraphs have been included herein for convenience only and shall 
not be considered in interpreting this Agreement.

    11.14     Schedules.  All Schedules, Annexes and/or an Exhibits 
attached hereto are incorporated herein.

    11.15     Judicial Proceeding; Waivers.  

          (a)     EACH PARTY TO THIS AGREEMENT AGREES THAT ANY SUIT, 
ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTER-CLAIM, BROUGHT OR 
INSTITUTED BY ANY PARTY HERETO OR ANY SUCCESSOR OR ASSIGN OF ANY 
PARTY, ON OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT 
DOCUMENTS OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO, OR 
THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY.  

          (b)     EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND 
INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, 
ACTION OR PROCEEDING.  FURTHER, EACH PARTY WAIVES ANY RIGHT IT MAY 
HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY 
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES 
OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  

          (c)     EACH BORROWER ACKNOWLEDGES AND AGREES THAT THIS 
SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND THAT 
THE BANK WOULD NOT EXTEND CREDIT TO ANY BORROWER IF THE WAIVERS SET 
FORTH IN THIS SECTION WERE NOT A PART OF THIS AGREEMENT.



     IN WITNESS WHEREOF, the parties by their duly authorized 
representatives have executed this Agreement as of the day and year 
first above written.

WITNESS/ATTEST:                    TOTAL-TEL USA COMMUNICATIONS, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                                   Telecopier: 201-812-7509

WITNESS/ATTEST:                    TOTAL-TEL, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                                   Telecopier: 201-812-7509

WITNESS/ATTEST:                    TOTAL-TEL USA, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                                   Telecopier: 201-812-7509



WITNESS/ATTEST:                    TOTAL-TEL CARRIER SERVICES, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                                   Telecopier: 201-812-7509


WITNESS/ATTEST:                    TOTAL-TEL INTERNATIONAL, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________

WITNESS/ATTEST:                    TOTAL-TEL SOUTHEAST, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________



WITNESS/ATTEST:                    TOTAL-TEL SERVICES, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________

WITNESS/ATTEST:                    TOTAL-TEL FLORIDA, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________

WITNESS/ATTEST:                    TOTAL-TEL U.K., LTD.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________

                              SUMMIT BANK


                                   By:_____________________________
                                      Name:
                                        Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________


                                    EXHIBIT A

                             EQUIPMENT FACILITY/TERM NOTE


$5,000,000.00     _____________ __, 1997 

                , New Jersey




FOR VALUE RECEIVED, and intending to be legally bound hereby, the 
undersigned, jointly, severally and unconditionally promise to pay to 
the order of SUMMIT BANK (the "Bank"), the principal amount of all 
Equipment Loans (as defined in the Credit Agreement referred to below) 
that are now or may hereafter be made under and pursuant to the 
Equipment Facility established under said Credit Agreement and that 
are then outstanding, together with all accrued and unpaid interest 
thereon and any unpaid costs and expenses payable thereunder and 
hereunder, on February 28, 1999 (the "Expiration Date"), unless such 
obligations are converted to a term loan obligation pursuant to said 
Credit Agreement, in which case such obligations shall mature and be 
due and payable on the fifth anniversary of the date of said 
conversion (the "Maturity Date").

A.     Terms of Note.

     1.     Payment of Principal.  The principal balance of each 
Equipment Loan evidenced by this note (together with any attachments 
hereto and any amendments or modifications hereof in effect from time 
to time, this "Note") due and payable in full on the Expiration Date, 
unless the obligations evidenced hereby are converted to a term loan 
obligation pursuant to Section 1.04 of the Credit Agreement, in which 
case the principal balance hereunder shall be payable in consecutive 
monthly installments in the amounts and on the dates prescribed in 
Section 1.06 of the Credit Agreement, with a final installment in the 
amount of the remaining outstanding principal hereunder, together with 
any accrued and unpaid interest thereon, due and payable on the 
Maturity Date.

     2.     Interest Payments.  The undersigned agree to pay to the 
Bank, interest, in arrears, on the outstanding principal balance 
hereunder at the rates and on the dates set forth in the Credit 
Agreement, until the entire principal balance hereunder, together with 
accrued and unpaid interest thereon, is paid in full.

     3.     Computation of Interest.  Interest hereunder shall be 
computed daily on the basis of a year of 360 days for the actual 
number of days elapsed.  If the due date for any payment of principal 
is extended by operation of law, interest shall be payable for such 
extended time.

     4.     Payment Terms.  All payments made hereunder shall be made 
on or before 10:00 a.m. on the due date thereof, in immediately 
available funds and in lawful currency of the United States of America 
and free and clear of, and without deduction or withholding for, any 
taxes or other payments.  Payments shall be deemed made when delivered 
to the Bank at its offices set forth in this Note or at such other 
office of the Bank as the Bank shall notify the undersigned of in 
writing.

     5.     Incorporation by Reference.  This Note is the Equipment 
Facility/Term Note referred to in that certain Amended and Restated 
Equipment Facility and Revolving Credit Agreement, dated as of 
__________   , 1998, by and between the Bank and the undersigned 
(together with any amendments and modifications thereto in effect from 
time to time, the "Credit Agreement") and is subject to the terms and 
conditions thereof, which terms and conditions are incorporated 
herein, including, without limitation, the terms pertaining to 
payment, definitions, representations, warranties, covenants, events 
of default and remedies.  Any capitalized term used herein without 
definition shall have the meaning set forth in the Credit Agreement.

     6.     Bank Records of Advance.  The Bank may enter in its 
business records the date and the amount of each advance and payment 
of Equipment Loans made pursuant to the Credit Agreement and the date 
and terms of the conversion of such loans to a term loan pursuant to 
the Credit Agreement. The Bank's records thereof shall, in the absence 
of manifest error, be conclusively binding upon the undersigned.  In 
the event the Bank gives notice or renders a statement by mailing such 
notice or statement to the undersigned, concerning any such advance, 
conversion or payment, or the amount of principal and interest due on 
this Note, the undersigned agree that, unless the Bank receives a 
written notification of exceptions to such a statement within 10 
calendar days after such statement or notice is mailed, the statement 
or notice shall be an account stated, correct and acceptable and 
binding upon the undersigned.

     7.     Late Charge.  In the event that any payment hereunder 
shall not be received by the Bank within ten (10) days of the due date 
thereof, the undersigned shall, to the extent permitted by law, pay 
the Bank a late charge of five percent (5%) of the overdue payment 
(but in no event to be less than $25.00 nor more than $2,500.00).  Any 
such late charge assessed is immediately due and payable.

     8.     Default Rate.  At the Bank's option, interest will be 
assessed on any principal which remains unpaid at the maturity of this 
Note, whether by acceleration or otherwise, or upon and following an 
Event of Default, at a rate which is 400 basis points (4%) higher than 
the rate otherwise charged with respect thereto (the "Default Rate") 
provided that at no time shall the  amounts owed by the undersigned to 
the Bank pursuant to any judgments entered in favor of Bank with 
respect to this Note, or any other Credit Document.

B.     Remedies.

     1.     Generally.  Upon and following an Event of Default, the 
Bank, at its option, may exercise any and all rights and remedies it 
has under this Note, the other Credit Documents and under applicable 
law, including, without limitation, the right to charge and collect 
interest on the principal portion of the amounts outstanding hereunder 
at the Default Rate.  Upon and following an Event of Default 
hereunder, the Bank may proceed to protect and enforce the Bank's 
rights hereunder and/or applicable law by action at law, in equity, or 
other appropriate proceeding, including, without limitation, an action 
for specific performance to enforce or aid in the enforcement of any 
provision contained herein or in any other Credit Document. 

     2.     Remedies Cumulative; No Waiver.  The remedies hereunder 
and under the other Credit Documents are cumulative and concurrent, 
and are not exclusive of any other remedies available to the Bank.  No 
failure or delay on the part of the Bank in the exercise of any right, 
power, remedy or privilege shall operate as a waiver thereof, nor 
shall any single or partial exercise of any right, power, remedy or 
privilege preclude any other or further exercise thereof, or the 
exercise of any other right, power, remedy or privilege.

C.     Miscellaneous.

     1.     Governing Law.  This Note shall be construed in accordance 
with and governed by the substantive laws of the State of New Jersey 
without reference to conflict of laws principles.  

     2.     Amendment; Waiver.  No amendment of this Note, and no 
waiver of any one or more of the provisions hereof shall be effective 
unless set forth in writing and signed by the Borrower and the Bank.  

     3.     Successors and Assigns.  This Note (i) shall be binding 
upon the undersigned and the Bank, their respective  successors and 
permitted assigns, and (ii) shall inure to the benefit of the 
undersigned and the Bank and, their respective successors and 
permitted assigns; provided, however, that none of the undersigned may 
assign its rights or obligations hereunder or any interest herein 
without the prior written consent of the Bank, which shall not be 
unreasonably withheld, and any such assignment or attempted assignment 
by any of the undersigned shall be void and of no effect with respect 
to the Bank.  

     4.     Severability.  The illegality or unenforceability of any 
provision of this Note or any instrument or agreement required 
hereunder shall not in any way affect or impair the legality or 
enforceability of the remaining provisions of this Note or any 
instrument or agreement required hereunder.  In lieu of any illegal or 
unenforceable provision in this Note, there shall be added 
automatically as part of this Note a legal and enforceable provision 
as similar in terms to such illegal or unenforceable provision as may 
be possible.

     6.     Judicial Proceeding; Waiver.  

          (a)     THE UNDERSIGNED AGREE THAT ANY SUIT, ACTION OR 
PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY 
THE BANK OR THE UNDERSIGNED OR ANY SUCCESSOR OR ASSIGN OF THE BANK OR 
THE UNDERSIGNED, ON OR WITH RESPECT TO THIS NOTE OR ANY OTHER CREDIT 
DOCUMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO, OR 
THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY.  

          (b)     THE BANK AND THE UNDERSIGNED EACH HEREBY KNOWINGLY, 
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN 
ANY SUCH SUIT, ACTION OR PROCEEDING.  FURTHER, THE UNDERSIGNED WAIVE 
ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR 
PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES 
OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  

          (c)     THE UNDERSIGNED ACKNOWLEDGE AND AGREE THAT THIS 
SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND THAT THE 
BANK WOULD NOT EXTEND CREDIT TO THE UNDERSIGNED IF THE WAIVERS SET 
FORTH IN THIS SECTION WERE NOT A PART OF THIS NOTE.

     IN WITNESS WHEREOF, the undersigned have duly executed and 
delivered to the Bank this Note as of the day and year first above 
written.


WITNESS/ATTEST:          TOTAL-TEL USA COMMUNICATIONS, INC.


By:_________________________     By:_____________________________
   Name:                  Name:
   Title:                    Title:

                                                           
Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                         Telecopier: 201-812-7509


WITNESS/ATTEST:          TOTAL-TEL, INC.


By:__________________________     By:_____________________________
   Name:                  Name:
   Title:                    Title:

                                                          
Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                         Telecopier: 201-812-7509


WITNESS/ATTEST:          TOTAL-TEL USA, INC.


By:__________________________     By:_____________________________
   Name:                  Name:
   Title:                    Title:

                                                       
Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                         Telecopier: 201-812-7509


WITNESS/ATTEST:          TOTAL-TEL CARRIER SERVICES, INC.


By:__________________________     By:_____________________________
   Name:                  Name:
   Title:                    Title:

                                                              
Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                         Telecopier: 201-812-7509


WITNESS/ATTEST:                    TOTAL-TEL INTERNATIONAL, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________

WITNESS/ATTEST:                    TOTAL-TEL SOUTHEAST, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________


WITNESS/ATTEST:                    TOTAL-TEL SERVICES, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________


WITNESS/ATTEST:                    TOTAL-TEL FLORIDA, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________

WITNESS/ATTEST:                    TOTAL-TEL U.K., LTD.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________



     EXHIBIT B
     Notice of Borrowing Under
     Equipment Facility       
Borrower: ____________________________________

Date of Borrowing: ___________________________

Amount Requested: $___________________________

Interest Rate Basis:  Prime/LIBOR             

Interest Period:  1/2/3 month(s)              

The Borrower hereby notifies the Bank that it requests a borrowing 
("Borrowing") in the form of an Equipment Loan under the Amended and 
Restated Equipment Facility and Revolving Credit Agreement dated as of 
________ __, 1998 (together with any amendments or modifications 
thereto in effect from time to time, the "Credit Agreement") 
established for the Borrowers thereunder in the amount set forth 
above.  The Borrowing will be deposited in the Borrower's Account No. 
________________________.  In order to induce the Bank to fund such 
Borrowing, the Borrower hereby affirms the following:

     1.     The representations and warranties contained in the Credit 
Agreement are correct on and as of the date of this Notice of 
Borrowing.

     2.     No Event of Default (as defined in the Credit Agreement), 
and no event which, with the giving of notice, passage of time, or 
both, would become an Event of Default, has occurred and is 
continuing.

     3.     There has been no adverse change in the condition, 
financial or otherwise, of any of the Borrowers since the date of the 
Credit Agreement.

     4.     All of the Credit Documents (as defined in the Credit 
Agreement) remain in full force and effect.


     5.     Attached hereto is a true and correct copy of 
[invoice/bill of sale] rendered by the vendor in connection with the 
acquisition of the equipment to be financed with the proceeds of the 
Borrowing.  Said [invoice/bill of sale] accurately states the total 
consideration to be paid for such equipment, which is   $               
 .  Also attached is a true and complete description of said equipment 
and the location or proposed location thereof.

Date:                    , 19    

                              [RELEVANT BORROWER] 
                                        
                                                           
By:_________________________________
                       Name:
                            Title:  


     EXHIBIT D

     AMENDED AND RESTATED REVOLVING CREDIT NOTE


$8,000,000.00     __________ ___, 1997

      , New Jersey


FOR VALUE RECEIVED, and intending to be legally bound hereby, the 
undersigned, jointly, severally and unconditionally promise to pay to 
the order of SUMMIT BANK (the "Bank"), the principal amount of all 
advances that are now or may hereafter be made under and pursuant to 
the Revolving Credit Facility established under the Credit Agreement 
(as defined below) and that are then outstanding, together with 
accrued, unpaid interest thereon and any unpaid costs and expenses 
payable hereunder, on May 31, 1998. 

A.     Terms of Note.

     1.     Interest Payments.  The principal amount of each Revolving 
Credit Loan (as defined in the Credit Agreement) evidenced by this 
note (together with any attachments hereto and any amendments and 
modifications hereto in effect from time to time, this "Note") shall 
bear interest at the rates set forth in the Credit Agreement and 
accrued interest shall be due and payable by the undersigned in 
accordance with the provisions thereof.

     2.     Computation of Interest.  Interest hereunder shall be 
computed daily on the basis of a year of 360 days for the actual 
number of days elapsed.  If the due date for any payment of principal 
is extended by operation of law, interests shall be payable for such 
extended time.

     3.     Payment Terms.  All payments made hereunder shall be made 
on or before 10:00 a.m. on the due date thereof, in immediately 
available funds and in lawful currency of the United States of America 
and free and clear of, and without deduction or withholding for, any 
taxes or other payments.  Payments shall be deemed made when delivered 
to the Bank at its offices set forth in this Note or at such other 
office of the Bank as the Bank shall notify the undersigned of in 
writing.


     4.     Incorporation by Reference.  This Note is the Revolving 
Credit Note referred to in that certain Amended and Restated Equipment 
Facility and Revolving Credit Agreement, dated as of _______   , 1998, 
between the Bank and the undersigned (together with any amendments and 
modifications thereto in effect from time to time, the "Credit 
Agreement") and is subject to the terms and conditions thereof, which 
terms and conditions are incorporated herein, including, without 
limitation, terms pertaining to definitions, representations, 
warranties, covenants, events of default and remedies.  Any 
capitalized term used herein without definition shall have the 
definition contained in the Credit Agreement.

     5.     Bank Records of Advance.  The Bank may enter in its 
business records the date and the amount of each advance of a 
Revolving Credit Loan, each conversion from one interest rate basis to 
another and each payment made pursuant to this Note and the Credit 
Agreement.  The Bank's records of such advance, conversion or payment 
shall, in the absence of manifest error, be conclusively binding upon 
the undersigned.  In the event the Bank gives notice or renders a 
statement by mailing such notice or statement to the undersigned, 
concerning any such advance, conversion or payment, or the amount of 
principal and interest due on this Note, the undersigned agree that, 
unless the Bank receives a written notification of exceptions to such 
a statement within 10 calendar days after such statement or notice is 
mailed, the statement or notice shall be an account stated, correct 
and acceptable and binding upon the undersigned.
  
     6.     Late Charge.  In the event that any payment hereunder 
shall not be received by the Bank within ten (10) days of the due date 
thereof, the undersigned shall, to the extent permitted by law, pay 
the Bank a late charge of five percent (5%) of the overdue payment 
(but in no event to be less that $25.00 nor more than $2,500.00).  Any 
such late charge assessed is immediately due and payable.

     7.     Default Rate.  At the Bank's option, interest will be 
assessed on any principal which remains unpaid at the maturity of this 
Note, whether by acceleration or otherwise, or upon and following any 
Event of Default, at a rate which is 400 basis points (4%) higher than 
the rate otherwise charged with respect thereto (the "Default Rate"), 
provided that at no time shall the Default Rate exceed the highest 
rate of interest allowed by law.  Such Default Rate of interest shall 
also be charged on the amounts owed by the undersigned to the Bank 
pursuant to any judgments entered in favor of Bank in respect of this 
Note or any other Credit Document.

B.     Remedies.

     1.     Generally.  Upon and following an Event of Default, the 
Bank, at its option, may exercise any and all rights and remedies it 
has under this Note, the other Credit Documents and under applicable 
law, including, without limitation, the right to charge and collect 
interest on the principal portion of the amounts outstanding hereunder 
at the Default Rate.  Upon and following an Event of Default, the Bank 
may proceed to protect and enforce the Bank's rights under any Credit 
Document and/or under applicable law by action at law, in equity, or 
other appropriate proceeding, including, without limitation, an action 
for specific performance to enforce or aid in the enforcement of any 
provision contained herein or in any other Credit Document. 

     2.     Remedies Cumulative; No Waiver.  The remedies hereunder 
and under the other Credit Documents are cumulative and concurrent, 
and are not exclusive of any other remedies available to the Bank.  No 
failure or delay on the part of the Bank in the exercise of any right, 
power, remedy or privilege shall operate as a waiver thereof, nor 
shall any single or partial exercise of any right, power, remedy or 
privilege preclude any other or further exercise thereof, or the 
exercise of any other right, power, remedy or privilege.

C.     Miscellaneous.

     1.     Governing Law.  This Note shall be construed in accordance 
with and governed by the substantive laws of the State of New Jersey 
without reference to conflict of laws principles.  

     2.     Amendment; Waiver.  No amendment of this Note, and no 
waiver of any one or more of the provisions hereof shall be effective 
unless set forth in writing and signed by the Bank and the 
undersigned.  

     3.          Superseding Effect.  This Restated Revolving Credit 
Note supersedes the note issued under the 1996 Revolving Credit 
Facility in the original principal amount of $4,000,000.00.  This 
Restated Revolving Credit Note is issued in substitution and 
replacement of such 1996 note and not in payment thereof, any and all 
amounts due pursuant to such 1996 note including, without limitation, 
all accrued and unpaid interest, shall be evidenced hereby and paid in 
accordance with the terms hereof.

     4.     Successors and Assigns.  This Note (i) shall be binding 
upon the undersigned and the Bank, their respective successors and 
permitted assigns, and (ii) shall inure to the benefit of the 
undersigned and the Bank and their respective successors and permitted 
assigns; provided, however, that none of the undersigned may assign 
its rights or obligations hereunder or any interest herein without the 
prior written consent of the Bank, which shall not be unreasonably 
withheld, and any such assignment or attempted assignment by any of 
the undersigned shall be void and of no effect with respect to the 
Bank.  

     5.     Severability.  The illegality or unenforceability of any 
provision of this Note or any instrument or agreement required 
hereunder shall not in any way affect or impair the legality or 
enforceability of the remaining provisions of this Note or any 
instrument or agreement required hereunder.  In lieu of any illegal or 
unenforceable provision in this Note, there shall be added 
automatically as part of this Note a legal and enforceable provision 
as similar in terms to such illegal or unenforceable provision as may 
be possible.

     6.     Judicial Proceeding; Waivers.  

          (a)     THE UNDERSIGNED AGREE THAT ANY SUIT, ACTION OR 
PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY 
THE BANK OR THE UNDERSIGNED OR ANY SUCCESSOR OR ASSIGN OF THE BANK OR 
THE UNDERSIGNED, ON OR WITH RESPECT TO THIS NOTE OR ANY OTHER CREDIT 
DOCUMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO, OR 
THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY.  

          (b)     THE BANK AND THE UNDERSIGNED EACH HEREBY KNOWINGLY, 
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN 
ANY SUCH SUIT, ACTION OR PROCEEDING.  FURTHER, THE UNDERSIGNED WAIVE 
ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR 
PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES 
OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  

          (c)     THE UNDERSIGNED ACKNOWLEDGE AND AGREE THAT THIS 
SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND THAT THE 
BANK WOULD NOT EXTEND CREDIT TO THE UNDERSIGNED IF THE WAIVERS SET 
FORTH IN THIS SECTION WERE NOT A PART OF THIS NOTE.

     IN WITNESS WHEREOF, the undersigned have duly executed and 
delivered to the Bank this Note as of the date first above written.


WITNESS/ATTEST:                    TOTAL-TEL USA COMMUNICATIONS, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                                   Telecopier: 201-812-7509


WITNESS/ATTEST:                    TOTAL-TEL, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                                   Telecopier: 201-812-7509

WITNESS/ATTEST:                    TOTAL-TEL USA, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                                   Telecopier: 201-812-7509


WITNESS/ATTEST:                    TOTAL-TEL CARRIER SERVICES, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                                   Telecopier: 201-812-7509

WITNESS/ATTEST:                    TOTAL-TEL INTERNATIONAL, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________

WITNESS/ATTEST:                    TOTAL-TEL SOUTHEAST, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________



WITNESS/ATTEST:                    TOTAL-TEL SERVICES, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________

WITNESS/ATTEST:                    TOTAL-TEL FLORIDA, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________

WITNESS/ATTEST:                    TOTAL-TEL U.K., LTD.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________

                              




     EXHIBIT E
     Notice of Borrowing Under
     Revolving Credit         

Borrower: ____________________________________

Date of Borrowing: ___________________________

Amount Requested: $___________________________

Interest Rate Basis: Prime/LIBOR              

Interest Period: 1/2/3 Month[s]               


The Borrower hereby notifies the Bank that it requires a borrowing 
("Borrowing") in the form of a Revolving Credit Loan under the 
Equipment Facility and Revolving Credit Agreement dated as of August 
, 1996 (together with any amendments or modifications thereto in 
effect from time to time, the "Credit Agreement") established for the 
Borrowers thereunder in the amount set forth above.  The Borrowing 
will be deposited in the Borrower's Account No. 
________________________.  In order to induce the Bank to fund such 
Borrowing, the Borrower hereby affirms the following:

     1.     The representations and warranties contained in the Credit 
Agreement are correct on and as of the date of this Notice of 
Borrowing.

     2.     No Event of Default (as defined in the Credit Agreement), 
and no event which, with the giving of notice, passage of time, or 
both, would become an Event of Default, has occurred and is 
continuing.

     3.     There has been no adverse change in the condition, 
financial or otherwise, of any of the Borrowers since the date of the 
Credit Agreement.

     4.     All of the Credit Documents (as defined in the Credit 
Agreement) remain in full force and effect.


     5.     Use of Borrowing will be:      
                                                                 
                                                                 

Date:                    , 19    

                    [RELEVANT BORROWER] 
                                        

                                                             
By:_____________________________
                       Name:
                       Title:  


     EXHIBIT F

     CLOSING CHECKLIST
     
     SUMMIT BANK ( the "Bank")
     AMENDED AND RESTATED EQUIPMENT FACILITY 
AND REVOLVING CREDIT AGREEMENT
     with
     TOTAL-TEL USA COMMUNICATIONS, INC.
     TOTAL-TEL, INC.,
     TOTAL-TEL USA, INC.
TOTAL-TEL CARRIER SERVICES, INC.
TOTAL-TEL INTERNATIONAL, INC.
TOTAL-TEL SOUTHEAST, INC.
TOTAL-TEL SERVICES, INC.
TOTAL-TEL FLORIDA, INC.
and
TOTAL TEL U.K., LTD.
     as "Borrowers"

     __________ __, 1998



 1.     Amended and Restated Equipment Facility and Revolving Credit 
Agreement

 2.     Equipment Facility/Term Note 

 3.     Amended and Restated Revolving Credit Note

 4.     1996 Term Note

 5.     Guaranty and Suretyship Agreement of Borrowers

 6.     Amended and Restated Security Agreement

 7.     Certificate of Authority and Incumbency from Secretary of each 
Borrower, which shall have attached as and exhibit an Authorizing 
Resolution of the Board of Directors

 8.     Certificates of Good Standing for each Borrower in New Jersey

 9.     Certificates of Qualification to do business as a foreign 
corporation in New York and Florida, as appropriate

 10.     UCC, Tax Lien and Judgment Searches against each Borrower in 
all appropriate jurisdictions

 11.     Opinion of Counsel to Borrowers 

 12.     Evidence of Requisite Insurance

 13.     Current financial statements [if any]

 14.     Reliance letter from Borrowers' certified public accountant 
regarding audited annual statements 


     EXHIBIT G


COMPLIANCE CERTIFICATE OF TOTAL-TEL USA COMMUNICATIONS, INC.

FOR THE FISCAL YEAR ENDING _______________________ 19___ OR

FOR THE FISCAL QUARTER ENDING _____________________ 19___

This Compliance Certificate, signed by the chief financial officer of 
TOTAL-TEL USA COMMUNICATIONS, INC. (the "Company"), is delivered to 
the Bank pursuant to Section 7.02 of the Amended and Restated 
Equipment Facility and Revolving Credit Agreement (the "Credit 
Agreement") dated as of ___________    , 1998.

The undersigned certificates that he/she is authorized to execute this 
Compliance Certificate on behalf of the Company and hereby certifies 
on behalf of the Company that to the best of his/her knowledge:

     (1)     all representations and warranties set forth in the 
Credit Agreement and in any other Credit Document (as defined in the 
Credit Agreement) remain true and correct;

     (2)     none of the covenants in the Credit Agreement or in any 
of the other Credit Documents has been breached; 

     (3)     no event has occurred which, alone, or with the giving of 
notice or the passage of time, or both, would constitute an Event of 
Default under the Credit Agreement or under any of the other Credit 
Documents.  No material adverse change has occurred in the financial 
condition of any of the Borrowers; and

     (4)     attached hereto is the computation of the financial 
covenants set forth in Sections 8.10, 8.11, 8.12 and 8.13 of the 
Credit Agreement, together with the calculation of each significant 
component necessary to determine compliance with such covenants.

The foregoing representations concerning the Company's financial 
condition are made to the Bank with the understanding that the Bank 
will rely on these representations in making credit decisions with 
respect to the Credit Agreement.

                               TOTAL-TEL USA COMMUNICATIONS, INC.



                                                          
By:_____________________________
                            Name:
                            Title:

     ANNEX I

     SUBSIDIARIES OF 

     TOTAL-TEL USA COMMUNICATIONS, INC.

Total-Tel, Inc.

Total-Tel USA, Inc.

Total-Tel Southeast, Inc.

Total-Tel Carrier Services, Inc.

Total-Tel Services, Inc.

Total-Tel Sarasota, Inc.

Total-Tel International, Inc.

Total-Tel Florida, Inc.

Total-Tel U.K., Ltd.



     ANNEX I (cont.)


     PENDING LITIGATION

     ANNEX I (cont.)

     EXISTING INDEBTEDNESS

-NONE-

     ANNEX I (cont.)

     PERMITTED EXISTING LIENS

-NONE-






                                                                  
     $13,000,000.00

     AMENDED AND RESTATED EQUIPMENT FACILITY 
AND REVOLVING CREDIT AGREEMENT


     By and Between


     SUMMIT BANK,
     as Bank


     and


     TOTAL-TEL USA COMMUNICATIONS, INC.,

     TOTAL-TEL, INC.,

     TOTAL-TEL USA, INC.,

TOTAL-TEL CARRIER SERVICES, INC.,

and

TOTAL-TEL INTERNATIONAL, LTD.
as Borrowers






     Dated as of ___________ ___, 1997
                            


BORROWER GUARANTY AND SURETYSHIP AGREEMENT


     This BORROWER AND SURETYSHIP AGREEMENT, dated as of __________ 
___, 1998 (together with all modifications and amendments hereto in 
effect from time to time, this Guaranty) is made by TOTAL-TEL USA 
COMMUNICATIONS, INC., a New Jersey corporation (Total-Tel Comm), 
TOTAL-TEL, INC., a New Jersey corporation, TOTAL-TEL USA, INC., a New 
Jersey corporation, TOTAL-TEL CARRIER SERVICES, INC., a New Jersey 
corporation, TOTAL-TEL INTERNATIONAL, INC., a __________ corporation, 
TOTAL-TEL SOUTHEAST, INC., a Georgia corporation (Total-Tel 
Southeast), TOTAL-TEL SERVICES, INC., a New Jersey corporation 
(Total-Tel Services), TOTAL-TEL FLORIDA, INC., a New Jersey 
corporation (Total-Tel Florida), and TOTAL-TEL U.K., LTD., a 
corporation organized under the laws of the United Kingdom (Total-Tel 
U.K.) (each a Guarantor and collectively the Guarantors), in favor of 
SUMMIT BANK, a banking corporation organized under the laws of the 
State of New Jersey (the Bank).

     BACKGROUND

     The Guarantors are the Borrowers, on a joint and several basis, 
under and pursuant to that certain Amended and Restated Equipment 
Facility and Revolving Credit Agreement, dated even date herewith, 
with the Bank (such agreement, together with any amendments, 
modifications, renewal or extensions thereof, the Credit Agreement) 
and to induce the Bank to make the credit accommodations available to 
each Guarantor thereunder and to make additional loans, extensions of 
credit or other financial accommodations to the Obligors (as defined 
below) now or in the future, and to further secure the observance, 
payment, and performance of the Obligations (as defined below) by 
each of the Guarantors and other Obligors, and with full knowledge 
that the Bank would not make said loans, extensions of credit, or 
financial accommodations without this Guaranty, which shall be a 
contract of suretyship, each Guarantor unconditionally, and intending 
to be legally bound hereby, agrees as follows:

A.     Obligations Guarantied.  Each Guarantor, jointly and 
severally, hereby guaranties the full, prompt, and unconditional 
payment of the Obligations (as defined below), when and as the same 
shall become due, whether at the stated maturity date, by 
acceleration, or otherwise, and the full, prompt, and unconditional 
performance of each and every term and condition of every covenant 
and agreement to be kept and performed by any of them and/or by any 
other Obligor under the Credit Agreement and each other Credit 
Document (as defined below).  This Guaranty is a primary obligation 
of each Guarantor and shall be a continuing inexhaustible Guaranty 
without limitation as to amount or duration and may not be revoked by 
any Guarantor except by notice in writing by such Guarantor to the 
Bank and received by the Bank at least 30 days prior to the date set 
for such revocation.  No such notice shall affect such Guarantor's 
liability under this Guaranty for any loan, extension of credit, or 
other financial accommodation made to or committed to be made to any 
of them and/or to any other Obligor by the Bank occurring prior to 
the effective date of the revocation, regardless of whether such loan 
or extension of credit was made before or after notice of revocation.  

B.     Definitions.  As used herein, the following terms shall have 
the following meanings:

     1.     Collateral.  The term Collateral means all of the 
"Collateral" as such term is defined in that certain Amended and 
Restated Security Agreement of the Guarantors in favor of the Bank, 
dated as of even date herewith (hereinafter, the Security Agreement) 
and any other property of any Guarantor, and/or other Obligor, now or 
hereafter in the possession of the Bank, in any capacity whatsoever 
including, but not limited to, any balance or share of any deposit, 
trust or agency account and all property and assets of any Guarantor 
and/or other Obligor now or hereafter subject to a security 
agreement, pledge, mortgage, assignment or other document or 
agreement granting the Bank a security interest therein or lien or 
encumbrance thereon.

     2.     Credit Documents.  The term Credit Documents means this 
Guaranty, the Credit Agreement, the Security Agreement, each "Credit 
Document" referenced therein, and all other credit accommodations, 
notes, loan agreements, guarantees, security agreements, mortgages, 
instruments, pledge agreements, assignments, acceptance agreements, 
commitments, facilities, reimbursement agreements and any other 
agreements, documents and instruments, now or hereafter existing, 
creating, evidencing, guarantying, securing or relating to any or all 
of the Obligations, together with all amendments, modifications, 
renewals, or extensions thereof.

     3.     Obligations.  The term Obligations means any and all 
obligations and indebtedness of every kind and description of any 
Guarantor or of any other Obligor owed to the Bank (including, 
without limitation, all such obligations and indebtedness arising 
under the Credit Agreement and the other Credit Documents and any 
amendments, modifications, extensions, supplements or renewals of any 
of the foregoing) whether primary or secondary, direct or indirect, 
absolute or contingent, sole, joint or several, secured or unsecured, 
due or to become due, contractual or tortious, arising by operation 
of law or otherwise, or now or hereafter existing, whether incurred 
by a Guarantor or any other Obligor as principal, surety, endorser, 
guarantor, accommodation party or otherwise, including, without 
limitation, principal, interest and fees including, without 
limitation, late fees and expenses, including, without limitation, 
attorneys' fees and costs and/or allocated fees and costs of the 
Bank's in-house legal counsel.

     4.     Obligor.  The term Obligor means each Guarantor and each 
and every maker, endorser, guarantor, and surety of or for the 
Obligations.

C.     Representations and Warranties; Covenants.  Each Guarantor 
covenants, represents and warrants as of the date hereof and at all 
times hereafter until the Obligations are fully paid and performed, 
and any commitments to make loans, extensions of credit, or other 
financial accommodations to any Obligor have been terminated, as 
follows:

     1.     Execution of the Guaranty.  This Guaranty and any other 
Credit Document to which any Guarantor is a party have been duly 
executed and delivered to the Bank by each Guarantor.  Execution, 
delivery and performance of this Guaranty and any other Credit 
Document to which any Guarantor is a party will not (i) violate any 
of such Guarantor's organizational documents, any provision of law, 
any order of any court, agency, or instrumentality of government, or 
any provision of any indenture, agreement, or other instrument to 
which it is a party or by which it or any of its properties is bound; 
(ii) result in the creation or imposition of any lien, charge, or 
encumbrance of any nature, other than the liens created by the Credit 
Documents; or (iii) require any authorization, consent, approval, 
license, exemption of, or filing or registration with, any court or 
governmental authority.

     2.     Obligations of the Guarantor.  This Guaranty and any 
other Credit Document to which any Guarantor is a party are the 
legal, valid, and binding obligations of each Guarantor, enforceable 
against it in accordance with their terms, except as the same may be 
limited by bankruptcy, insolvency, reorganization, or other laws or 
equitable principles relating to or affecting the enforcement of 
creditors' rights generally.  Total-Tel, Inc. Total-Tel USA, Inc., 
Total-Tel Carrier Services, Inc., Total-Tel International, Inc., 
Total-Tel Southeast, Total-Tel Services, Total-Tel Florida and Total-
Tel U.K. are each the wholly owned subsidiaries of Total-Tel Comm and 
the business and operations of such corporations are related and have 
a common business purpose.  To permit the uninterrupted and 
continuous operations of such common economic enterprise, such 
corporations now require and will from time to time hereafter require 
funds for general business purposes.  Accordingly, the proceeds of 
advances under the Credit Agreement will provide material direct and 
indirect benefits to each Guarantor, regardless of which corporation 
receives part or all of the proceeds of such advances.

D.     No Limitation of Liability.  Without incurring responsibility 
to any Guarantor and without impairing or releasing the obligations 
of any Guarantor to the Bank, the Bank may, at any time, and from 
time to time, without the consent of, or notice to any Guarantor, 
upon any terms or conditions, and in whole or in part:

     1.     Payment Terms.  Change the manner, place, or terms of 
payment, and/or change or extend the time for payment, or renew or 
alter, any of the Obligations, any security therefor or any of the 
Credit Documents evidencing same, and the Guaranty herein made shall 
apply to the Obligations and the Credit Documents as so changed, 
extended, renewed, or altered;

     2.     Sale of Property.  Sell, exchange, release, surrender, 
realize upon, or otherwise deal with in any manner and in any order, 
any property by whomsoever at any time pledged, mortgaged, or in 
which a security interest is given to secure, or howsoever securing, 
the Obligations;

     3.     Failure to Exercise Rights.  Exercise or refrain from 
exercising any rights against any Guarantor or any other Obligor or 
against any Collateral for the Obligations or otherwise act or 
refrain from acting;

     4.     Settlement of Obligations.  Settle or compromise any 
Obligations, dispose of any Collateral therefor, with or without 
consideration, or settle or compromise any liability incurred 
directly or indirectly in respect thereof or hereof, and subordinate 
the payment of all or any part thereof to the payment of any 
Obligations; 

     5.     Application of Funds.  Apply any sums by whomsoever paid 
or howsoever realized to any Obligations;

     6.     Release of Obligations.  Add, release, settle, modify, or 
discharge the obligation of any Obligor or any other party who is in 
any way obligated for any of the Obligations; 

     7.     Additional Security.  Accept any additional security for 
the Obligations in any order deemed appropriate by the Bank; and/or 

     8.     Any Other Action.  Take any other action which might 
constitute a defense available to, or a discharge of, any Obligor 
(including any Guarantor), in respect of the Obligations.

     The invalidity, irregularity, or unenforceability of all or any 
part of the Obligations or any Credit Document or any agreement or 
instrument relating thereto, or the lack of validity, enforceability, 
perfection, impairment or loss of any liens or security interests 
granted in connection therewith, whether caused by any action or 
inaction of the Bank or otherwise, shall not affect, impair, or be a 
defense to any Guarantor's obligations under this Guaranty.

E.     Waiver of Subrogation.  Each Guarantor irrevocably waives any 
present or future right to which it is or becomes entitled to be 
subrogated to the Bank's rights against any other Guarantor or 
Obligor or to seek contribution, reimbursement, indemnification, 
payment or the like from any other Guarantor or Obligor on account of 
this Guaranty or any other Credit Document.  If, notwithstanding such 
waiver, any funds or property shall be paid or transferred to a 
Guarantor on account of such subrogation, indemnification, or 
contribution at any time when all of the Obligations have not been 
paid in full, such Guarantor shall hold such funds and/or property in 
trust for the Bank and shall segregate such funds and/or property 
from other funds of such Guarantor and shall forthwith pay over or 
deliver to the Bank such funds and/or property for application by the 
Bank to the Obligations, whether matured or unmatured, in accordance 
with the terms of the Credit Documents.

F.     Events of Default and Remedies.  The occurrence of an "Event 
of Default" under any Credit Document shall constitute an Event of 
Default hereunder.  Upon and following an Event of Default, the Bank 
may proceed to protect and enforce the Bank's rights hereunder and/or 
under applicable law by action at law, in equity or other appropriate 
proceeding including, without limitation, an action for specific 
performance to enforce or aid in the enforcement of any provision 
contained herein or in any other Credit Document.

G.     Continuation of Guaranty.  

     1.     Settlements.  Settlement of any claim by the Bank against 
any Guarantor or other Obligor, whether in any proceeding or not, and 
whether voluntary or involuntary, shall not reduce the amount due 
under the terms of this Guaranty except to the extent of the amount 
actually paid by a Guarantor or any other Obligor and legally 
retained by the Bank in connection with the settlement.

     2.     Indemnification Upon Recision.  If, after receipt of any 
payment of all or any part of the Obligations or the obligations of 
any Guarantor to the Bank, the Bank is compelled or agrees, for 
settlement purposes, to surrender such payment to any person or 
entity for any reason (including, without limitation, a determination 
that such payment is void or voidable as a preference or fraudulent 
conveyance, an impermissible setoff, or a diversion of trust funds), 
then this Guaranty and the other Credit Documents shall continue in 
full force and effect or be reinstated, as the case may be, and the 
Guarantors shall be liable for, and shall indemnify, defend and hold 
harmless the Bank with respect to the full amount so surrendered.  
The provisions of this Section shall survive the termination of this 
Guaranty and the other Credit Documents and shall be and remain 
effective notwithstanding the payment of the Obligations, the 
cancellation of the Guaranty or any other Credit Document, the 
release of any security interest, lien or encumbrance securing the 
Obligations, the cancellation of the Guaranty or any other Credit 
Document or any other action which the Bank may have taken in 
reliance upon its receipt of such payment.  Any cancellation of the 
Guaranty, release of any encumbrance, security interest or lien or 
other such action shall be deemed to have been conditioned upon any 
payment of the Obligations having become final and irrevocable.  

H.     Miscellaneous. 

     1.     Notices.  Notices and communications under this Guaranty 
shall be given in the manner prescribed in the Credit Agreement.

     2.     Costs, Expenses and Professional Fees.  Whether or not 
the transactions contemplated by the Credit Documents are fully 
consummated, the Guarantors shall promptly pay (or reimburse, as the 
Bank may elect) all costs and expenses which the Bank has incurred or 
may hereafter incur in connection with the negotiation, preparation, 
reproduction, interpretation, perfection, administration and 
enforcement of this Guaranty, the collection of all amounts due under 
this Guaranty, and all amendments, modifications, consents or 
waivers, if any, to this Guaranty.  Such costs and expenses shall 
include, without limitation, the fees and disbursements of counsel to 
the Bank (including the Bank's in-house counsel).  The Guarantors' 
reimbursement obligations under this Section shall survive any 
termination of the Credit Documents.

     3.     Governing Law.  This Guaranty shall be construed in 
accordance with and governed by the substantive laws of the State of 
New Jersey without reference to conflict of laws principles.  

     4.     Integration, Amendment.  This Guaranty and the other 
Credit Documents constitute the sole agreement of the parties with 
respect to the subject matter hereof and thereof and supersede all 
oral negotiations and prior writings with respect to the subject 
matter hereof and thereof.  No amendment of this Guaranty, and no 
waiver of any one or more of the provisions hereof shall be effective 
unless set forth in writing and signed by each Guarantor and the 
Bank.

     5.     Successors and Assigns.  This Guaranty (i) shall be 
binding upon each Guarantor and the Bank and their respective 
successors and permitted assigns, and (ii) shall inure to the benefit 
of each Guarantor and the Bank and their respective successors and 
permitted assigns; provided, however, that no Guarantor may assign 
its interests or obligations hereunder without the prior written 
consent of the Bank, and any such assignment or attempted assignment 
by a Guarantor shall be void and of no effect with respect to the 
Bank.  

     6.     Severability and Consistency.  The illegality or 
unenforceability of any provision of this Guaranty or any instrument 
or agreement required hereunder shall not in any way affect or impair 
the legality or enforceability of the remaining provisions of this 
Guaranty or any instrument or agreement required hereunder.  The 
Credit Documents are intended to be consistent.  However, in the 
event of any inconsistencies among any of the Credit Documents, such 
inconsistency shall not affect the validity or enforceability of each 
Credit Document.  The Guarantors agree that in the event of any 
inconsistency or ambiguity in any of the Credit Documents, the Credit 
Documents shall not be construed against any one party but shall be 
interpreted consistent with the Bank's policies and procedures.  

     7.     Consent to Jurisdiction and Service of Process.  Each 
Guarantor irrevocably appoints each and every corporate officer of 
such Guarantor as its attorneys upon whom may be served, by regular 
or certified mail at the address set forth in this Guaranty, any 
notice, process or pleading in any action or proceeding against it 
arising out of or in connection with this Guaranty or any of the 
other Credit Documents.  Each Guarantor hereby consents that any 
action or proceeding against it may be commenced and maintained in 
any court within the State of New Jersey or in the United States 
District Court for the District of New Jersey by service of process 
on any such officer.  Each Guarantor further agrees that such courts 
of the State of New Jersey and the United States District Court for 
the District of New Jersey shall have jurisdiction with respect to 
the subject matter hereof and the person of such Guarantor and all 
Collateral for the Obligations.  Notwithstanding the foregoing, each 
Guarantor agrees that any action brought by such Guarantor shall be 
commenced and maintained only in a court in the federal judicial 
district or county in which the Bank has its principal place of 
business in New Jersey.    

     8.     Headings.  The headings of sections and paragraphs have 
been included herein for convenience only and shall not be considered 
in interpreting this Guaranty.  


     9.     Judicial Proceeding; Waivers.

          a.     EACH PARTY TO THIS GUARANTY AGREES THAT ANY SUIT, 
ACTION OR PROCEEDING WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR 
INSTITUTED BY ANY PARTY HERETO OR ANY SUCCESSOR OR ASSIGN OF ANY 
PARTY, ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE OTHER CREDIT 
DOCUMENTS OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO, OR 
THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY.  

          b.     EACH GUARANTOR AND THE BANK HEREBY KNOWINGLY, 
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN 
ANY SUCH SUIT, ACTION OR PROCEEDING.  FURTHER, EACH PARTY WAIVES ANY 
RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR 
PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES 
OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  

          c.     EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT THIS 
SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND THAT 
THE BANK WOULD NOT EXTEND CREDIT TO ANY GUARANTOR OR OTHER OBLIGOR IF 
THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS 
GUARANTY.  EACH GUARANTOR HEREBY WAIVES PRESENTMENT, NOTICE OF 
DISHONOR AND PROTEST OF ALL INSTRUMENTS INCLUDED IN OR EVIDENCING THE 
OBLIGATIONS OR THE COLLATERAL, IF ANY, AND ALL OTHER NOTICES AND 
DEMANDS WHATSOEVER, WHETHER OR NOT RELATING TO SUCH INSTRUMENTS.

     IN WITNESS WHEREOF, this Guaranty has been duly executed and 
delivered to the Bank by each Guarantor on the day and year first 
above written.

     TOTAL-TEL USA COMMUNICATIONS, INC.
WITNESS OR ATTEST:


By:___________________________     By:______________________________
   Name:        Name:
   Title:        Title:


     TOTAL-TEL, INC.
WITNESS OR ATTEST:


By:___________________________     By:______________________________
   Name:        Name:
   Title:        Title:

     TOTAL-TEL USA, INC.
WITNESS OR ATTEST:


By:___________________________     By:______________________________
   Name:        Name:
   Title:        Title:

     TOTAL-TEL CARRIER SERVICES, INC.
WITNESS OR ATTEST:


By:___________________________     By:______________________________
   Name:        Name:
   Title:        Title:

     TOTAL-TEL INTERNATIONAL, INC.
WITNESS OR ATTEST:


By:___________________________     By:______________________________
   Name:        Name:
   Title:        Title:

     TOTAL-TEL SOUTHEAST, INC.
WITNESS OR ATTEST:


By:___________________________     By:______________________________
   Name:        Name:
   Title:        Title:

     TOTAL-TEL SERVICES, INC.
WITNESS OR ATTEST:


By:___________________________     By:______________________________
   Name:        Name:
   Title:        Title:


     TOTAL-TEL FLORIDA, INC.
WITNESS OR ATTEST:


By:___________________________     By:______________________________
   Name:        Name:
   Title:        Title:

     TOTAL-TEL U.K., LTD.
WITNESS OR ATTEST:


By:___________________________     By:______________________________
   Name:        Name:
   Title:        Title:

ACKNOWLEDGED AND ACCEPTED BY:
SUMMIT BANK


By:________________________
   Name:
   Title:



AMENDED AND RESTATED SECURITY AGREEMENT

     This SECURITY AGREEMENT, is dated as of this ________ day of 
________, 1998 (this Agreement), made by TOTAL-TEL USA 
COMMUNICATIONS, INC., a New Jersey corporation (Total-Tel Comm), 
TOTAL-TEL, INC., a New Jersey corporation (Total-Tel), TOTAL-TEL USA, 
INC., a New Jersey corporation (Total-Tel USA), TOTAL-TEL CARRIER 
SERVICES, INC., a New Jersey corporation, TOTAL-TEL INTERNATIONAL, 
INC., a _____________ corporation, TOTAL-TEL SOUTHEAST, INC., a 
Georgia corporation (Total-Tel Southeast), TOTAL-TEL SERVICES, INC., 
a New Jersey corporation (Total-Tel Services), TOTAL-TEL FLORIDA, 
INC., a New Jersey corporation (Total-Tel Florida), and TOTAL-TEL 
U.K., LTD., a corporation organized under the laws of the United 
Kingdom (Total-Tel U.K.), in favor of SUMMIT BANK, a banking 
corporation organized under the laws of the State of New Jersey (the 
Bank).  Total-Tel Comm, Total-Tel, Total-Tel USA, Total-Tel Carrier, 
Total-Tel International, Total-Tel Southeast, Total-Tel Services, 
Total-Tel Florida and Total-Tel U.K. are herein referred to as the 
Borrowers, and each of the Borrowers are herein referred to 
individually as a Grantor and collectively as the Grantors.

     PRELIMINARY STATEMENT

     A.     The Bank has entered into that Amended and Restated 
Equipment Facility and Revolving Credit Agreement of even date 
herewith (said Credit Agreement, as it may be hereafter amended or 
otherwise modified from time to time, being the Credit Agreement; 
capitalized terms used herein and not otherwise defined herein shall 
have the meanings assigned to such terms in the Credit Agreement) 
with the Borrowers pursuant to which the Bank agreed to make 
available to the Borrowers, in addition to the amounts outstanding 
pursuant to the 1996 Equipment Facility which, as of the date hereof 
totals $_____________, an equipment finance facility in the principal 
amount of up to $5,000,000 and a revolving credit facility which, 
when added to the Letter of Credit Outstanding, shall not exceed a 
principal amount of $8,000,000.  The obligations of the Borrowers 
thereunder is evidenced by the Equipment Facility Note and the 
Amended and Restated Revolving Credit Note referred to therein.  

     B.     To support said obligations of the Borrowers under the 
Credit Agreement, the Borrowers have executed and delivered to the 
Bank that certain Borrower Guaranty and Suretyship Agreement of even 
date herewith in favor of the Bank (the Borrower Guaranty).

     C.     It is a condition to the availability of the credit 
facilities under the Credit Agreement that the Grantors shall have 
granted to the Bank the security interests contemplated by this 
Agreement.

     D.     All capitalized terms used herein and not defined herein 
shall have the meanings set forth in the Credit Agreement.

     NOW, THEREFORE, in consideration of the premises and other good 
and valuable consideration, the receipt and sufficiency of which is 
hereby acknowledged, and in order to induce the Bank to make the 
credit facilities under the Credit Agreement available to the 
Borrowers, the Grantors hereby agree as follows:

     SECTION 1.  Grant of Security.  Each Grantor hereby grants and 
assigns to the Bank a security interest in all of such Grantor's 
right, title and interest in and to the following assets 
(collectively, the Collateral):

     (a)     any and all equipment, including without limitation, 
digital switching equipment and computer equipment and software that 
is used or useful in such Grantor's long distance telephone service 
business located at the Grantors' facilities at 744 Broad Street in 
Newark, New Jersey, at ______________, New York, and at 
_____________, Florida, (ii) such other equipment of the type 
described in clause (i) above, wherever located, if the acquisition 
of such equipment was or will be financed by the use of proceeds of 
Equipment Loans or Revolving Credit Loans made under the Credit 
Agreement, or the 1996 Equipment Loan referenced in the Credit 
Agreement, and (iii) all tools, tooling, molds, templates, drawings, 
schematics and other design descriptions of, and manufacturer's 
manuals pertaining to, the foregoing; together with all parts and 
replacements thereof, accessions and additions thereto and 
substitutions and exchanges therefor (any and all such equipment, 
parts, accessions, additions, substitutions and replacements being 
the Equipment); and

     (b)     all of such Grantor's books and records indicating, 
summarizing, evidencing or relating to the Equipment or the 
Obligations; computer runs, invoices, tapes, processing software, 
processing contracts (such as contracts for computer time and 
services) and any computer prepared information, tapes, or data of 
every kind and description, whether in the possession of such Grantor 
or in the possession of third parties that are used or useful in the 
operation of the Equipment; and 

     (c)     any and all "Proceeds" of the foregoing (as such term is 
defined in the Uniform Commercial Code in effect from time to time in 
the State of New Jersey (hereinafter, the UCC)), whether cash or non-
cash, together with any insurance indemnity, warranty or guaranty 
payable to such Grantor from time to time with respect to any of the 
Collateral, any and all payments (in any form whatsoever) made or due 
and payable to such Grantor from time to time in connection with any 
requisition, confiscation, condemnation, seizure or forfeiture of all 
or part of the Collateral by any governmental body, authority, bureau 
or agency or any other Person (whether or not acting under color of 
governmental authority), and any and all other amounts from time to 
time paid or payable under or in connection with any of the foregoing 
Collateral; but specifically excluding any accounts receivable or 
notes receivable of such Grantor generated by the use of the 
Collateral in the ordinary course of such Grantor's business;

in each case, whether now owned or hereafter acquired by such Grantor 
and howsoever its interest therein may arise or appear (whether by 
ownership, security interest, claim or otherwise).

     SECTION 2.  Security for Obligations.  The Collateral secures 
the payment of all obligations and indebtedness of Grantor or any 
other Obligor, owed to the Bank arising under or in connection with 
the indebtedness evidenced by the Equipment Facility Note, the 
Revolving Credit Note and the 1996 Term Note, whether such 
indebtedness is incurred under such Note, the Credit Agreement, the 
Borrower Guaranty, or any amendments, modifications, extensions, 
supplements or renewals of any of the foregoing, whether such 
obligations are primary or secondary, direct or indirect, absolute or 
contingent, sole, joint or several, contractual or tortious, due or 
to become due, arising by operation of law or otherwise, and whether 
incurred by a Grantor or any other Obligor as principal, surety, 
endorser, guarantor, accommodation party, or otherwise, including, 
but not limited to, all late fees, collections fees and expenses, and 
attorneys' fees and costs and/or allocated fees and costs of the 
Bank's in-house counsel, in each case incurred in connection 
therewith (all such obligations and indebtedness of any Grantor 
and/or any other Obligor described in this Section 2 being 
collectively hereinafter referred to as the Obligations). 

     SECTION 3.  Delivery with Respect to Certain Collateral.  If a 
Grantor shall receive, by virtue of its being or having been an owner 
of any Collateral, any (i) certificate, promissory note or other 
instrument or (ii) option or right, whether as an addition to, or in 
substitution or exchange for, any Collateral, or otherwise, such 
Grantor shall receive such items in trust for the benefit of the 
Bank, shall segregate them from such Grantor's other assets and 
shall, to the extent evidenced by a writing, deliver said writing 
forthwith to the Bank in the exact form received, with any necessary 
assignments, endorsements or consents to the transfer of said 
interests to the Bank, to be held by the Bank as Collateral and as 
further security for the Obligations.

     SECTION 4.  As to Equipment.  (a)  No Grantor will do anything 
to impair the rights of the Bank in the Equipment.  Each Grantor 
shall keep the Equipment in which it is granting a security interest 
thereunder at the places specified in Section 8(c) or, upon 30 days' 
prior written notice to the Bank, at such other places in 
jurisdictions where all action required by Section 9 shall have been 
taken with respect to such Equipment.

     (b)     The Bank shall have the right to adjust any material 
claim under insurance on the Equipment.  Subject to Section 10(c) 
hereof, the Bank may apply any proceeds of insurance received by it 
toward the payment of any of the Obligations, whether or not the same 
shall then be due.

     (c)     Each Grantor shall retain all liability and 
responsibility in connection with the Equipment in which it is 
granting a security interest hereunder; and its liability under the 
Credit Documents shall in no way be affected or diminished by reason 
of the fact that any such Equipment may be lost, destroyed, stolen, 
damaged or for any reason whatsoever be unavailable to it.

     (d)     Upon the request of the Bank, each Grantor to which such 
request has been made will, at its own expense, shall, execute, 
endorse, acknowledge, file and/or deliver to the Bank from time to 
time such lists, descriptions and designations of its Equipment, 
warehouse receipts, bills of lading, documents of title, vouchers, 
such invoices, schedules, confirmations, assignments, conveyances, 
financing statements, transfer endorsements, powers of attorney, 
certificates, reports and other assurances or instruments and take 
such further steps relating to such Equipment and other property or 
rights covered by the security interest hereby granted, which the 
Bank deems reasonably appropriate or advisable to perfect, preserve 
or protect its security interest therein.  The Bank may at any time 
notify any bailee of any Equipment of its security interests therein.

     (e)     Each Grantor shall cause the Equipment in which it is 
granting a security interest hereunder to be maintained and preserved 
in the same condition, repair and working order as when new, ordinary 
wear and tear excepted, and in accordance with any manufacturer's 
manual, and shall forthwith, or in the case of any loss or damage to 
any of such Equipment as promptly as practicable after the occurrence 
thereof, make or cause to be made all repairs, replacements and other 
improvements in connection therewith which are necessary or desirable 
to such end.  Each relevant Grantor shall promptly furnish to the 
Bank a statement respecting any loss or damage to any of such 
Equipment.

     (f)     Each Grantor shall pay promptly when due all property 
and other taxes, assessments and governmental charges or levies 
imposed upon payer, and all claims (including claims for labor, 
materials and supplies) against, the Equipment in which it is 
granting a security interest hereunder, except to the extent 
contested in good faith by appropriate proceedings and for which 
adequate reserves have been maintained.

     (g)     No Grantor shall permit any of the Equipment in which it 
is granting a security interest hereunder to become fixtures to real 
estate or accessions to other personal property unless the Bank has a 
first priority security interest in such real estate or personal 
property.

     SECTION 5.  Filing and Recording Costs.  The Grantors shall pay 
the filing and recording costs of any documents or instruments 
necessary to perfect, extend, modify, or terminate the security 
interests created hereunder, as demanded by the Bank.
     SECTION 6.  Default.  The Grantors shall be in default hereunder 
if there occurs an Event of Default under any of the Credit 
Documents.  In the event of any such default, the Bank shall have all 
of the rights and remedies set forth in the Credit Agreement, the 
other Credit Documents, hereunder and as available at law or equity.
     SECTION 7.  Grantors Remain Liable.  Anything herein to the 
contrary notwithstanding, (a) each Grantor shall remain liable under 
the contracts and agreements included in the Collateral to the extent 
set forth therein to perform all of its duties and obligations 
thereunder to the same extent as if this Agreement had not been 
executed, (b) the exercise by the Bank of any of the rights hereunder 
shall not release any Grantor from any of its duties or obligations 
under the contracts and agreements included in the Collateral, and 
(c) the Bank shall not have any obligation or liability under the 
contracts and agreements included in the Collateral by reason of this 
Agreement, nor shall the Bank be obligated to perform any of the 
obligations or duties of the relevant Grantor thereunder or to take 
any action to collect or enforce any claim for payment assigned 
hereunder.
     SECTION 8.  Representations and Warranties.  Each Grantor 
represents and warrants that:

     (a)     such Grantor has exclusive possession and control of the 
Equipment in which it is granting a security interest hereunder;

     (b)     such Grantor owns the Collateral in which it is granting 
a security interest hereunder free and clear of any lien (other than 
those liens held by the Bank), security interest, charge or 
encumbrance;

     (c)     set forth on Schedule I is:  (i) the address of the 
chief executive office (as such term is used in the UCC) of such 
Grantor; (ii) all locations where the Equipment in which it is 
granting a security interest hereunder is kept, used or maintained; 
and (iii) the record owners of all such locations;

     (d)     all necessary consents required to permit the security 
interest, encumbrance and assignments granted herein have been 
obtained;

     (e)     to the extent that ownership or possession of any of the 
Equipment is evidenced by a certificate of title or similar 
instrument, such certificates and instruments have been delivered to 
the Bank with all necessary or advisable endorsements; and
 
     (f)     upon the proper and timely filing of UCC financing 
statements in the filing offices set forth on Schedule I, the Bank 
will have a duly perfected, legal, valid and enforceable first 
priority security interest in and to the Collateral against all third 
parties, and all action required to fully perfect the Bank's security 
interest in and to the Collateral will have been taken and completed.

     SECTION 9.  Further Assurances.  (a)  Each Grantor agrees that 
from time to time, at the expense of such Grantor, it will promptly 
execute and deliver all further instruments and documents, and take 
all further action, that may be necessary or that the Bank may 
reasonably request, in order to perfect and protect any security 
interest granted or purported to be granted hereby or to enable the 
Bank to exercise and enforce its rights and remedies hereunder with 
respect to any Collateral.  Without limiting the generality of the 
foregoing, each Grantor will execute and file such financing or 
continuation statements, or amendments thereto, and such other 
instruments or notices as may be necessary and as the Bank may 
reasonably request, in order to perfect and preserve the security 
interests granted or purported to be granted
hereby.

     (b)     Each Grantor hereby irrevocably authorizes the Bank to 
file financing statements (and amendments thereto and continuations 
thereof) relative to all or any part of the Collateral without the 
signature of such Grantor.  The Bank agrees to provide the relevant 
Grantor with copies of the same.  A photocopy or other reproduction 
of this Agreement or any financing statement covering the Collateral 
or any part thereof shall be sufficient as a financing statement 
where permitted by law.  The Bank shall have no obligation to file 
any such financing statements.

     (c)     The Grantors will furnish to the Bank, from time to 
time, statements and schedules further identifying and describing the 
Collateral and such other reports in connection with the Collateral 
as the Bank may in its sole discretion reasonably request, all in 
reasonable detail.

     SECTION 10.  Covenants as to the Collateral Generally.  Each 
Grantor shall: 

     (a)     at its own cost and expense, consistent with current 
practices of such Grantor, keep and maintain satisfactory and 
complete records with respect to its Equipment and make available to 
the Bank such books and records at any and all reasonable times upon 
reasonable demand by the Bank;

     (b)     at its own cost and expense, defend the Bank's right, 
title and security interest in and to the Collateral against the 
claims of any person or entity;

     (c)     at its own cost and expense, maintain insurance with 
respect to the Collateral in such amounts, against such risks, in 
such form and with such insurers, as shall be satisfactory to the 
Bank from time to time.  Each policy for liability insurance shall 
provide for all losses to be paid on behalf of the Bank and the 
relevant Grantor as their respective interests may appear and each 
policy for property damage insurance shall provide for all losses to 
be paid directly to the Bank.  Notwithstanding anything to contrary 
set forth herein, with respect to any loss of Collateral in an amount 
less than or equal to $100,000.00 in the aggregate and provided there 
is then no continuing Event of Default, the Bank shall permit the 
application of any insurance proceeds to the restoration, replacement 
or repair of the affected Collateral, and the relevant Grantor shall 
be obligated to so replace or repair the same.  Each such policy 
shall in addition (i) name the Bank as loss payee and additional 
insured thereunder as its interests may appear, (ii) contain the 
agreement by the insurer that any loss thereunder shall be payable to 
the Bank notwithstanding any action, inaction or breach of 
representation or warranty by the relevant Grantor, (iii) provide 
that there shall be no recourse against the Bank for payment of 
premiums or other amounts with respect thereto, and (iv) provide that 
at least 30 days' prior written notice of cancellation or of lapse 
shall be given to the Bank by the insurer.  The relevant Grantor 
shall, if so requested by the Bank, deliver to the Bank original or 
duplicate policies of such insurance and, as often as the Bank may 
reasonably request a report of a reputable insurance broker with 
respect to such insurance.  Further, the relevant Grantor shall, at 
the request of the Bank, duly execute and deliver such insurance 
policies to comply with the requirements of this Section 10;

     (d)     not create or suffer to exist any Lien, security 
interest or other charge or encumbrance upon or with respect to any 
Collateral; 

     (e)     not take or fail to take any action which should 
reasonably be taken in order that the value or enforceability of any 
Collateral not be impaired; 

     (f)     not move the Equipment in which such Grantor has granted 
a security interest hereunder, cause such Equipment to be annexed or 
permanently affixed to any real property; or otherwise take any 
actions as to the Collateral which will, under applicable law, cause 
the security interests of the Bank therein to become unperfected or 
cause the priority of such security interests to be adversely 
affected in any manner; and

     (g)     not sell, assign, lease, or otherwise dispose (whether 
voluntary or involuntarily) of any of the Collateral, or relinquish 
exclusive possession or control of any Equipment in which such 
Grantor has granted a security interest hereunder.

     SECTION 11.  Bank Appointed Attorney-in-Fact.  The Bank is 
hereby irrevocably appointed the attorney-in-fact for each Grantor, 
with full authority in the place and stead of and in the name of such 
Grantor, the Bank or otherwise, to take any action and to execute any 
instrument which the Bank may deem necessary or advisable to 
accomplish the purposes of this Agreement, including:

     (a)     to file any claims or take any action or institute any 
proceedings which the Bank may deem necessary or desirable for the 
collection of any of the Collateral or otherwise to enforce the 
rights of the Bank with respect to any of the Collateral;

     (b)     to execute on behalf of any Grantor any and all 
documents, including, without limitation, the Agreements, as may be 
necessary for the collection of any Collateral or to establish the 
Accounts; and

     (c)     to execute financing statements on behalf of any 
Grantor.

     The power of attorney granted hereby shall be a present grant of 
an irrevocable power of attorney, coupled with an interest; provided, 
however, the Bank agrees not to exercise the same (other than in 
Section 11(c), above, which right the Bank may exercise at any time) 
until the occurrence of an Event of Default.  The foregoing grant of 
power of attorney shall not in any manner create, or be deemed to 
create, any fiduciary relationship or other relationship of trust 
between the Bank and any Grantor, it being understood and agreed that 
the relationship of the Bank and each Grantor is that of creditor and 
debtor.

     SECTION 12.  Bank May Perform.  Except as otherwise provided 
herein, if any Grantor fails to perform any agreement contained 
herein, the Bank may itself perform, or cause performance of, such 
agreement, and the reasonable expenses of the Bank incurred in 
connection therewith shall be payable by the Grantors under Section 
15(b) hereof.

     SECTION 13.  The Bank's Duties.  The powers conferred on the 
Bank hereunder are solely to protect its interest in the Collateral 
and shall not impose any duty upon it to exercise any such powers.  
Except for the safe custody of any Collateral in its possession, and 
the accounting for moneys actually received by, it the Bank shall 
have no duty as to any Collateral or as to the taking of any 
necessary steps to preserve rights against prior parties or any other 
rights pertaining to any Collateral.

     SECTION 14.  Remedies.  If any Event of Default under the Credit 
Agreement or any other Credit Document shall have occurred and be 
continuing:

     (a)     The Bank may exercise in respect of the Collateral, in 
addition to other rights and remedies provided for herein or 
otherwise available under law to it, all the rights and remedies of a 
secured party under the UCC (whether or not the UCC applies to the 
affected Collateral), and also may (i) require any relevant Grantor 
to, and each such Grantor hereby agrees that it will at its expense 
and upon the request of the Bank forthwith, assemble all or part of 
the Collateral as directed by the Bank and make it available to the 
Bank at a place to be designated by the Bank which is reasonably 
convenient to both parties, and (ii) with such telephone or other 
notice, if any, as is required by law and practicable under the 
circumstances or as specified below, sell the Collateral or any part 
thereof in one or more parcels at public or private sale, at any of 
the Bank's offices or elsewhere, for cash, on credit or for future 
delivery, and at such price or prices and upon such other terms as 
are commercially reasonable.  Each Grantor agrees that, to the extent 
notice of sale shall be required by law, at least 10 days' written 
notice to any relevant Grantor of the time and place of any public 
sale or the time after which any private sale is to be made shall 
constitute reasonable notification.  The Bank shall not be obligated 
to make any sale of Collateral, regardless of notice of sale having 
been given.  The Bank may adjourn any public or private sale from 
time to time by announcement at the time and place fixed therefor, 
and such sale may, without further notice, be made at the time and 
place to which it was so adjourned.

     (b)     All cash proceeds received by the Bank in respect of any 
sale of, collection from, or other realization upon all or any part 
of the Collateral may, in the discretion of the Bank, be held by the 
Bank as collateral for, and/or then or at any time thereafter applied 
(after payment of any amounts payable to the Bank pursuant to Section 
15 hereof) by the Bank against, all or any part of the Obligations in 
such order as the Bank shall elect.  Any surplus of such cash 
proceeds held by the Bank and remaining after payment in full of all 
the Obligations evidenced by or arising under the Equipment Facility 
Note as contemplated in Section 2 hereof shall be paid over to the 
relevant Grantor or to whomsoever may be lawfully entitled to receive 
such surplus.

     SECTION 15.  Indemnity and Expenses.  (a)  Each Grantor agrees 
to indemnify the Bank from and against any and all claims, losses and 
liabilities growing out of or resulting from this Agreement or the 
Collateral (including, without limitation, enforcement of this 
Agreement), except claims, losses or liabilities resulting from the 
Bank's gross negligence or willful misconduct.  The provisions of 
this Section 15(a) shall survive the termination of this Agreement.

     (b)     Each Grantor will upon demand pay to the Bank the amount 
of any and all reasonable expenses, including the reasonable fees and 
disbursements of its counsel and of any experts and agents, which the 
Bank may incur in connection with (i) the preparation of this 
Agreement, (ii) the custody, preservation, use or operation of, or 
the sale of, collection from, or other realization upon, any of the 
Collateral, (iii) the exercise or enforcement of any of the rights of 
the Bank hereunder, or (iv) the failure by a Grantor to perform or 
observe any of the provisions hereof.

     SECTION 16.  Amendments; Etc.  No amendment or waiver of any 
provision of this Agreement nor consent to any departure by a Grantor 
therefrom shall in any event be effective unless the same shall be in 
writing and signed by the Bank and then such waiver or consent shall 
be effective only in the specific instance and for the specific 
purpose for which given.

     SECTION 17.  Addresses for Notices.  All notices and other 
communications provided for hereunder shall be in writing and mailed 
by registered or certified mail, return receipt requested, to the 
address specified in the Credit Agreement for the Bank and each 
Grantor or to such other address as shall be designated by any party 
in a written notice to the other parties complying as to delivery 
with the terms of the Credit Agreement.  All such notices and 
communications shall be deemed delivered when delivered in accordance 
with the terms of the Credit Agreement.

     SECTION 18.  Continuing Security Interest; Transfer of Notes.  
This Agreement shall create a continuing security interest in the 
Collateral and shall (i) remain in full force and effect until 
payment in full of the Obligations, (ii) be binding upon each 
Grantor, its successors and assigns and (iii) inure to the benefit of 
the Bank and its successors and assigns.  Without limiting the 
generality of the foregoing clause (iii), subject to the restrictions 
on transfer of the Credit Agreement, the Bank may assign or otherwise 
transfer its interest in the Notes to any other Person and such other 
Person shall thereupon become vested with all the benefits in respect 
thereof granted to the Bank herein and otherwise.  Upon the 
indefeasible and final payment in full of the Obligations, the 
security interest granted hereby shall terminate and all rights to 
the Collateral shall revert to the relevant Grantor.  Upon any such 
termination, the Bank shall (at the Grantors' sole cost and expense) 
execute and deliver to the relevant Grantor such documents as such 
Grantor shall reasonably request to evidence such termination.

     SECTION 19.  Security Interest Absolute.  The obligations of 
each Grantor under this Agreement are independent of the Obligations 
under any of the other Credit Documents, and a separate action or 
actions may be brought and prosecuted against each Grantor to enforce 
this Agreement, irrespective of whether any action is brought against 
any other Obligor or whether any Grantor or any other Obligor is 
joined in any such action or actions.  All rights of the Bank 
hereunder, and all Obligations of each Grantor hereunder, shall be 
absolute and unconditional, irrespective of:

     (a)     any lack of validity or enforceability of any Credit 
Document or any other agreement or instrument relating thereto;

     (b)     any change in the time, manner or place of payment of, 
or in any other term of, or any release of all or any of the 
Obligations or any other amendment or waiver of or any consent to any 
departure from any Credit Document, including, without limitation, 
any increase in the Obligations resulting from the extension of 
additional credit to any Grantor, or otherwise;

     (c)     any taking, exchange, subordination, substitution, 
release or non-perfection of any collateral, or any taking, release 
or amendment or waiver of or consent to departure from any guaranty, 
for all or any of the Obligations;

     (d)     any manner of application of Collateral, or proceeds 
thereof, to all or any of the Obligations, or any manner of sale or 
other disposition of any Collateral for all or any of the Obligations 
or any other assets of any Grantor;

     (e)     any change, restructuring or termination of the 
corporate structure or existence of any Grantor, or any insolvency, 
bankruptcy, reorganization or other similar proceeding affecting any 
Grantor or its assets or any resulting release or discharge of any 
Obligation of any other Obligor under any Credit Document; or

     (f)     any other circumstance (including, but not limited to, 
any statute of limitations) that might otherwise constitute a defense 
available to, or a discharge of, the Obligations of any other 
Obligor.

     Without limiting the generality of the foregoing, each Grantor 
hereby consents to, and hereby agrees, that the rights of the Bank 
hereunder, and the liability of each Grantor hereunder, shall not be 
affected by any and all releases for any purpose of any Collateral 
from the liens and security interests created by any other security 
agreement securing the Obligations.  This Agreement shall continue to 
be effective or be reinstated, as the case may be, if at any time any 
payment of any of the Obligations is rescinded or must otherwise be 
returned by the Bank upon the insolvency, bankruptcy, reorganization 
or similar proceeding of any Grantor or otherwise, all as though such 
payment had not been made.

     SECTION 20.  Governing Law; Terms.  This Agreement shall be 
governed by and construed in accordance with the laws of the State of 
New Jersey without regard to conflict of laws principles.  Unless 
otherwise defined herein or in the Credit Agreement, terms used in 
Article 9 of the UCC are used herein as therein defined.

     IN WITNESS WHEREOF, each Grantor has caused this Agreement to be 
duly executed and delivered by its duly authorized 
officer as of the date first above written.

WITNESS/ATTEST:                    TOTAL-TEL USA COMMUNICATIONS, INC.


By:___________________________     By:_____________________________
   Name:                            Name:
   Title:                              Title:

                            Address: Overlook at Great Notch
                                     150 Clove Road
                                     Little Falls, NJ 07424
                            Telecopier: 201-812-8509


WITNESS/ATTEST:                    TOTAL-TEL, INC.


By:___________________________     By:_____________________________
   Name:                            Name:
   Title:                              Title:

                            Address: Overlook at Great Notch
                                     150 Clove Road
                                     Little Falls, NJ 07424
                            Telecopier: 201-812-8509


WITNESS/ATTEST:                    TOTAL-TEL USA, INC.


By:___________________________     By:_____________________________
   Name:                            Name:
   Title:                              Title:

                            Address: Overlook at Great Notch
                                     150 Clove Road
                                     Little Falls, NJ 07424
                            Telecopier: 201-812-8509



WITNESS OR ATTEST:               TOTAL-TEL CARRIER SERVICES, INC.


By:___________________________     By:_____________________________
   Name:                            Name:
   Title:                              Title:

                            Address: Overlook at Great Notch
                                     150 Clove Road
                                     Little Falls, NJ 07424
                            Telecopier: 201-812-8509


WITNESS OR ATTEST:               TOTAL-TEL INERNATIONAL, INC.


By:___________________________     By:_____________________________
   Name:                            Name:
   Title:                              Title:

                            Address:_____________________
                                    _____________________

                            Telecopier:__________________


WITNESS OR ATTEST:               TOTAL-TEL SOUTHEAST, INC.


By:___________________________     By:_____________________________
   Name:                            Name:
   Title:                              Title:

                            Address: Overlook at Great Notch
                                     150 Clove Road
                                     Little Falls, NJ 07424
                            Telecopier: 201-812-8509



WITNESS OR ATTEST:               TOTAL-TEL SERVICES, INC.


By:___________________________     By:_____________________________
   Name:                            Name:
   Title:                              Title:

                            Address: Overlook at Great Notch
                                     150 Clove Road
                                     Little Falls, NJ 07424
                            Telecopier: 201-812-8509


WITNESS OR ATTEST:               TOTAL-TEL FLORIDA, INC.


By:___________________________     By:_____________________________
   Name:                            Name:
   Title:                              Title:

                            Address: 
       
       
                            Telecopier: 


WITNESS OR ATTEST:               TOTAL-TEL U.K., LTD.


By:___________________________     By:_____________________________
   Name:                            Name:
   Title:                              Title:

                            Address: 
       
       
                            Telecopier: 



ACCEPTED AND AGREED TO BY:

SUMMIT BANK


By:_____________________________
   Name:
   Title:

   Address:_____________________
           _____________________

   Telecopier:__________________



470035v2

SCHEDULE I
TO
SECURITY AGREEMENT


Location of Chief Executive Office:

               Overlook at Great Notch
               150 Clove Road
               Little Falls, NJ 07424

Locations of Equipment

               744 Broad Street
               Newark, New Jersey 07102
               Lot ___, Block ___
               ________________________
               ________________________
               England ____________


Record Owners of Equipment Location:

               744 Broad Street Associates, L.L.C.
               744 Broad Street
               Newark, New Jersey 07102

Filing Offices

* Secretary of State of New Jersey
* Office of the Register of Essex County

CREDIT MODIFICATION AGREEMENT

     This CREDIT MODIFICATION AGREEMENT (this "Agreement") is made 
and entered into as of this ___ day of March, 1998 by and between 
SUMMIT BANK (The "Bank"), a banking corporation organized under the 
laws of the State of New Jersey, TOTAL-TEL USA COMMUNICATIONS, a New 
Jersey corporation ("Total-Tel Comm"), TOTAL-TEL, INC., a New Jersey 
corporation and wholly owned subsidiary of Total-Tel Comm ("Total-
Tel"), TOTAL-TEL USA, INC., a New Jersey corporation and wholly owned 
subsidiary of Total-Tel Comm ("Total-Tel USA"), TOTAL-TEL CARRIER 
SERVICES, INC., a New Jersey corporation and wholly owned subsidiary 
of Total-Tel Comm ("Total-Tel Carrier"), TOTAL-TEL INTERNATIONAL, 
INC., a New Jersey corporation and wholly owned subsidiary of Total-
Tel Comm ("Total-Tel International"), TOTAL-TEL SOUTHEAST, INC., a 
Georgia corporation and wholly owned subsidiary of Total-Tel Comm 
("Total-Tel Southeast"), TOTAL-TEL SERVICES, INC., a New Jersey 
corporation and wholly owned subsidiary of Total-Tel Comm ("Total-Tel 
Services"), TOTAL-TEL FLORIDA, INC., a New Jersey corporation and 
wholly owned subsidiary of Total-Tel Comm ("Total-Tel Florida"), and 
TOTAL-TEL U.K., LTD., a corporation organized under the laws of the 
United Kingdom and a wholly owned subsidiary of Total-Tel Comm 
("Total-Tel U.K."; Total-Tel Comm, Total-Tel, Total-Tel USA, Total-
Tel Carrier, Total-Tel International, Total-Tel Southeast, Total-Tel 
Services, Total-Tel Florida and Total-Tel U.K. are hereafter each 
referred to as a "Borrower" and collectively referred to as the 
"Borrowers").  

                          W I T N E S S E T H:

     WHEREAS, pursuant to that certain Equipment Facility and 
Revolving Credit Agreement dated August 23, 1996 (the "1996 
Agreement"), the Bank made available to Total-Tel Comm, Total-Tel, 
Total-Tel USA and Total-Tel Carrier an equipment purchase facility in 
the principal amount of up to $6,000,000 (the "1996 Equipment 
Facility") for the purpose of financing the acquisition from time to 
time of certain digital switching equipment and related computer 
equipment to be used in the operation of such Borrowers' long 
distance telephone service business ("Financed Equipment"); and

     WHEREAS, pursuant to the 1996 Agreement, the Bank further made 
available to Total-Tel Comm, Total-Tel, Total-Tel USA and Total-Tel 
Carrier a committed revolving credit facility, pursuant to which such 
borrowers were able to request advances from time to time in a 
principal amount of up to $4,000,000 outstanding at any time (the 
"1996 Revolving Credit Facility"); and

     WHEREAS, pursuant to that certain Amended and Restated Equipment 
Facility and Revolving Credit Agreement dated March ___, 1998 (the 
"Amended Agreement"), the Bank amended the 1996 Agreement to make 
available to the Borrowers, in addition to the amounts outstanding 
pursuant to the 1996 Equipment Facility, an equipment purchase 
facility in a maximum principal amount of up to $5,000,000 for the 
purpose of financing the acquisition of Financed Equipment; and 

     WHEREAS, pursuant to the Amended Agreement, the Bank further 
amended the 1996 Agreement to include Total-Tel International, Total-
Tel Southeast, Total-Tel Services, Total-Tel Florida and Total-Tel 
U.K. as Borrowers under both the Equipment Facility and the Revolving 
Credit Facility, and to increase the maximum principal amount of the 
1996 Revolving Credit Facility to $8,000,000 outstanding at any time; 
and

     WHEREAS, Summit Bank, as holder of the Loan Documents, wishes to 
further modify certain terms and conditions thereof, as hereinafter 
set forth; and

     WHEREAS, all capitalized terms used herein but not otherwise 
defined herein shall have the meanings given to them in the Amended 
Agreement.

     NOW THEREFORE, in consideration of One Dollar ($1.00) together 
with such other valuable consideration, the sufficiency of which is 
hereby acknowledged, the parties hereby agree as follows:     

1.     Negative Covenants.

          The parties hereby agree that Article VIII of the Amended 
Agreement is hereby modified to add the following:     

     8.14     Mergers or Acquisitions.  Each Borrower agrees that it 
shall not permit another Person to acquire all or substantially all 
of the capital stock or property of it or any of its Subsidiaries.


2.     Counterparts

          This Agreement may be executed in one or more counterparts, 
each of which shall constitute an original and all of which when 
taken together shall constitute one and the same instrument.  

3.     No Further Amendments

          Except as modified herein, all of the terms and provisions 
of the Amended Agreement and the other Loan Documents shall remain 
unmodified and continue in full force and effect.

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

WITNESS/ATTEST:                    TOTAL-TEL USA COMMUNICATIONS, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                                   Telecopier: 201-812-7509

WITNESS/ATTEST:                    TOTAL-TEL, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                                   Telecopier: 201-812-7509


WITNESS/ATTEST:                    TOTAL-TEL USA, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                                   Telecopier: 201-812-7509


WITNESS/ATTEST:                    TOTAL-TEL CARRIER SERVICES, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address: Overlook at Great Notch
                                            150 Clove Road
                                            Little Falls, NJ 07424

                                   Telecopier: 201-812-7509


WITNESS/ATTEST:                    TOTAL-TEL INTERNATIONAL, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________


WITNESS/ATTEST:                    TOTAL-TEL SOUTHEAST, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________


WITNESS/ATTEST:                    TOTAL-TEL SERVICES, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________

WITNESS/ATTEST:                    TOTAL-TEL FLORIDA, INC.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________


WITNESS/ATTEST:                    TOTAL-TEL U.K., LTD.


By:_____________________________     By:_____________________________
   Name:                                 Name:
   Title:                                   Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________

                              SUMMIT BANK


                                   By:_____________________________
                                      Name:
                                        Title:

                                   Address:________________________
                                           ________________________

                                   Telecopier:_____________________





     SECRETARY'S CERTIFICATE


     The undersigned, Secretary of TOTAL-TEL SERVICES, INC., a New 
Jersey corporation (the "Company"), in connection with the 
transactions contemplated in that certain Amended and Restated 
Equipment Facility and Revolving Credit Agreement (the "Agreement"), 
dated the date hereof, made by and among the Company, the other 
borrowers named therein and SUMMIT BANK, DOES HEREBY CERTIFY THAT:
     (a)     There has been no change to the [Certificate/Articles] 
of Incorporation of the Company since August 23, 1996.

     (b)     There has been no change to the By-Laws of the Company 
since August 23, 1996, and the By-Laws are in full force and effect 
as of the date hereof.

     (c)     Attached hereto as Exhibit A is a true and correct copy 
of a resolution (the "Resolution") duly adopted by the Board of 
Directors of the Company approving and authorizing the execution, 
delivery and performance of the "Credit Documents" (as such term is 
defined in the Agreement) to which the Company is a party, and such 
resolution is in full force and effect as of the date hereof.

     (d)     The following are the duly elected, qualified and 
acting officers of the Company who are authorized to act on behalf 
of the Company in accordance with the transactions contemplated 
under the Agreement and in accordance with the terms of the 
Resolution, and that the signatures set forth opposite their 
respective names below are the true signatures of said officers.



     Name         Office          Signature


___________________     _________________     ____________________


___________________     _________________     ____________________


___________________     _________________     ____________________

     IN WITNESS WHEREOF, the undersigned has executed this 
Certificate and affixed the corporate seal hereto this _____ day of 
____________, 1998.

     _______________________________     Name:               
     Title: Secretary

(SEAL)

     I, __________________, __________________________ of the 
Company, hereby certify that appearing above is the true and correct 
signature of __________________________, Secretary of the Company.


                                                                           
_______________________________
                              Name: 
                              Title: 
                              Dated: 


 


 


     SECRETARY'S CERTIFICATE


     The undersigned, Secretary of TOTAL-TEL FLORIDA, INC., a New 
Jersey corporation (the "Company"), in connection with the 
transactions contemplated in that certain Amended and Restated 
Equipment Facility and Revolving Credit Agreement (the "Agreement"), 
dated the date hereof, made by and among the Company, the other 
borrowers named therein and SUMMIT BANK, DOES HEREBY CERTIFY THAT:
     (a)     There has been no change to the [Certificate/Articles] 
of Incorporation of the Company since August 23, 1996.

     (b)     There has been no change to the By-Laws of the Company 
since August 23, 1996, and the By-Laws are in full force and effect 
as of the date hereof.

     (c)     Attached hereto as Exhibit A is a true and correct copy 
of a resolution (the "Resolution") duly adopted by the Board of 
Directors of the Company approving and authorizing the execution, 
delivery and performance of the "Credit Documents" (as such term is 
defined in the Agreement) to which the Company is a party, and such 
resolution is in full force and effect as of the date hereof.

     (d)     The following are the duly elected, qualified and 
acting officers of the Company who are authorized to act on behalf 
of the Company in accordance with the transactions contemplated 
under the Agreement and in accordance with the terms of the 
Resolution, and that the signatures set forth opposite their 
respective names below are the true signatures of said officers.



     Name         Office          Signature


___________________     _________________     ____________________


___________________     _________________     ____________________


___________________     _________________     ____________________

     IN WITNESS WHEREOF, the undersigned has executed this 
Certificate and affixed the corporate seal hereto this _____ day of 
____________, 1998.

     _______________________________     Name:               
     Title: Secretary

(SEAL)

     I, __________________, __________________________ of the 
Company, hereby certify that appearing above is the true and correct 
signature of __________________________, Secretary of the Company.


                                                                           
_______________________________
                              Name: 
                              Title: 
                              Dated: 



                       SECRETARY'S CERTIFICATE


     The undersigned, Secretary of TOTAL-TEL U.K., LTD., a 
corporation organized under the laws of the United Kingdom (the 
"Company"), in connection with the transactions contemplated in that 
certain Amended and Restated Equipment Facility and Revolving Credit 
Agreement (the "Agreement"), dated the date hereof, made by and 
among the Company, the other borrowers named therein and SUMMIT 
BANK, DOES HEREBY CERTIFY THAT:
     (a)     There has been no change to the [Certificate/Articles] 
of Incorporation of the Company since August 23, 1996.

     (b)     There has been no change to the By-Laws of the Company 
since August 23, 1996, and the By-Laws are in full force and effect 
as of the date hereof.

     (c)     Attached hereto as Exhibit A is a true and correct copy 
of a resolution (the "Resolution") duly adopted by the Board of 
Directors of the Company approving and authorizing the execution, 
delivery and performance of the "Credit Documents" (as such term is 
defined in the Agreement) to which the Company is a party, and such 
resolution is in full force and effect as of the date hereof.

     (d)     The following are the duly elected, qualified and 
acting officers of the Company who are authorized to act on behalf 
of the Company in accordance with the transactions contemplated 
under the Agreement and in accordance with the terms of the 
Resolution, and that the signatures set forth opposite their 
respective names below are the true signatures of said officers.



     Name         Office          Signature


___________________     _________________     ____________________


___________________     _________________     ____________________


___________________     _________________     ____________________

     IN WITNESS WHEREOF, the undersigned has executed this 
Certificate and affixed the corporate seal hereto this _____ day of 
____________, 1998.

     _______________________________     Name:               
     Title: Secretary

(SEAL)

     I, __________________, __________________________ of the 
Company, hereby certify that appearing above is the true and correct 
signature of __________________________, Secretary of the Company.


                                                                           
_______________________________
                              Name: 
                              Title: 
                              Dated: 



 


                             SECRETARY'S CERTIFICATE


     The undersigned, Secretary of TOTAL-TEL SOUTHEAST, INC., a 
Georgia corporation (the "Company"), in connection with the 
transactions contemplated in that certain Amended and Restated 
Equipment Facility and Revolving Credit Agreement (the "Agreement"), 
dated the date hereof, made by and among the Company, the other 
borrowers named therein and SUMMIT BANK, DOES HEREBY CERTIFY THAT:
     (a)     There has been no change to the [Certificate/Articles] 
of Incorporation of the Company since August 23, 1996.

     (b)     There has been no change to the By-Laws of the Company 
since August 23, 1996, and the By-Laws are in full force and effect 
as of the date hereof.

     (c)     Attached hereto as Exhibit A is a true and correct copy 
of a resolution (the "Resolution") duly adopted by the Board of 
Directors of the Company approving and authorizing the execution, 
delivery and performance of the "Credit Documents" (as such term is 
defined in the Agreement) to which the Company is a party, and such 
resolution is in full force and effect as of the date hereof.

     (d)     The following are the duly elected, qualified and 
acting officers of the Company who are authorized to act on behalf 
of the Company in accordance with the transactions contemplated 
under the Agreement and in accordance with the terms of the 
Resolution, and that the signatures set forth opposite their 
respective names below are the true signatures of said officers.



     Name         Office          Signature


___________________     _________________     ____________________


___________________     _________________     ____________________


___________________     _________________     ____________________

     IN WITNESS WHEREOF, the undersigned has executed this 
Certificate and affixed the corporate seal hereto this _____ day of 
____________, 1998.

     _______________________________     Name:               
     Title: Secretary

(SEAL)

     I, __________________, __________________________ of the 
Company, hereby certify that appearing above is the true and correct 
signature of __________________________, Secretary of the Company.


                                   
_______________________________
                              Name: 
                              Title: 
                              Dated: 


                        SECRETARY'S CERTIFICATE


     The undersigned, Secretary of TOTAL-TEL USA COMMUNICATIONS, 
INC., a New Jersey corporation (the "Company"), in connection with 
the transactions contemplated in that certain Amended and Restated 
Equipment Facility and Revolving Credit Agreement (the "Agreement"), 
dated the date hereof, made by and among the Company, the other 
borrowers named therein, and SUMMIT BANK, DOES HEREBY CERTIFY THAT:
     (a)     There has been no change to the [Certificate/Articles] 
of Incorporation of the Company since August 23, 1996.

     (b)     There has been no change to the By-Laws of the Company 
since August 23, 1996, and the By-Laws are in full force and effect 
as of the date hereof.

     (c)     Attached hereto as Exhibit A is a true and correct copy 
of a resolution (the "Resolution") duly adopted by the Board of 
Directors of the Company approving and authorizing the execution, 
delivery and performance of each of the "Credit Documents" (as such 
term is defined in the Agreement) to which the Company is a party, 
and such resolution is in full force and effect as of the date 
hereof.

     (d)     The following are the duly elected, qualified and acting 
officers of the Company who are authorized to act on behalf of the 
Company in accordance with the transactions contemplated under the 
Agreement and in accordance with the terms of the Resolution, and 
that the signatures set forth opposite their respective names below 
are the true signatures of said officers.



     Name                       Office          Signature
     

___________________     _________________     ____________________


___________________     _________________     ____________________


___________________     _________________     ____________________

     IN WITNESS WHEREOF, the undersigned has executed this 
Certificate and affixed the corporate seal hereto this _____ day of 
_________, 1998.

     _______________________________     Name:               
     Title: Secretary

(SEAL)

     I, __________________, __________________________ of the 
Company, hereby certify that appearing above is the true and correct 
signature of __________________________, Secretary of the Company.


                                                              
_______________________________
                             Name: 
                             Title: 
                             Dated: 


                     SECRETARY'S CERTIFICATE


     The undersigned, Secretary of TOTAL-TEL, INC., a New Jersey 
corporation (the "Company"), in connection with the transactions 
contemplated in that certain Amended and Restated Equipment Facility 
and Revolving Credit Agreement (the "Agreement"), dated the date 
hereof, made by and among the Company, the other borrowers named 
therein, and SUMMIT BANK, DOES HEREBY CERTIFY THAT:
     (a)     There has been no change to the [Certificate/Articles] 
of Incorporation of the Company since August 23, 1996.

     (b)     There has been no change to the By-Laws of the Company 
since August 23, 1996, and the By-Laws are in full force and effect 
as of the date hereof.

     (c)     Attached hereto as Exhibit A is a true and correct copy 
of a resolution (the "Resolution") duly adopted by the Board of 
Directors of the Company approving and authorizing the execution, 
delivery and performance of each of the "Credit Documents" (as such 
term is defined in the Agreement) to which the Company is a party, 
and such resolution is in full force and effect as of the date 
hereof.

     (d)     The following are the duly elected, qualified and 
acting officers of the Company who are authorized to act on behalf 
of the Company in accordance with the transactions contemplated 
under the Agreement and in accordance with the terms of the 
Resolution, and that the signatures set forth opposite their 
respective names below are the true signatures of said officers.



     Name                       Office             Signature


___________________     _________________     ____________________


___________________     _________________     ____________________


___________________     _________________     ____________________

     IN WITNESS WHEREOF, the undersigned has executed this 
Certificate and affixed the corporate seal hereto this _____ day of 
_____________, 1998.

     _______________________________     Name:               
     Title: Secretary

(SEAL)

     I, __________________, __________________________ of the 
Company, hereby certify that appearing above is the true and correct 
signature of __________________________, Secretary of the Company.


                                    _______________________________
                              Name: 
                              Title: 
                              Dated: 


                       SECRETARY'S CERTIFICATE


     The undersigned, Secretary of TOTAL-TEL USA, INC., a New Jersey 
corporation (the "Company"), in connection with the transactions 
contemplated in that certain Amended and Restated Equipment Facility 
and Revolving Credit Agreement (the "Agreement"), dated the date 
hereof, made by and among the Company, the other borrowers named 
therein, and SUMMIT BANK, DOES HEREBY CERTIFY THAT:
     (a)     There has been no change to the [Certificate/Articles] 
of Incorporation of the Company since August 23, 1996.

     (b)     There has been no change to the By-Laws of the Company 
since August 23, 1996, and the By-Laws are in full force and effect 
as of the date hereof.

     (c)     Attached hereto as Exhibit A is a true and correct copy 
of a resolution (the "Resolution") duly adopted by the Board of 
Directors of the Company approving and authorizing the execution, 
delivery and performance of each of the "Credit Documents" (as such 
term is defined in the Agreement) to which the Company is a party, 
and such resolution is in full force and effect as of the date 
hereof.

     (d)     The following are the duly elected, qualified and 
acting officers of the Company who are authorized to act on behalf 
of the Company in accordance with the transactions contemplated 
under the Agreement and in accordance with the terms of the 
Resolution, and that the signatures set forth opposite their 
respective names below are the true signatures of said officers.



     Name                      Office             Signature


___________________     _________________     ____________________


___________________     _________________     ____________________


___________________     _________________     ____________________

     IN WITNESS WHEREOF, the undersigned has executed this 
Certificate and affixed the corporate seal hereto this _____ day of 
_____________, 1998.

     _______________________________     Name:               
     Title: Secretary

(SEAL)

     I, __________________, __________________________ of the 
Company, hereby certify that appearing above is the true and correct 
signature of __________________________, Secretary of the Company.


                                    _______________________________
                              Name: 
                              Title: 
                              Dated: 



                      SECRETARY'S CERTIFICATE


     The undersigned, Secretary of TOTAL-TEL CARRIER SERVICES, INC., 
a New Jersey corporation (the "Company"), in connection with the 
transactions contemplated in that certain Amended and Restated 
Equipment Facility and Revolving Credit Agreement (the "Agreement"), 
dated the date hereof, made by and among the Company, the other 
borrowers named therein, and SUMMIT BANK, DOES HEREBY CERTIFY THAT:
     (a)     There has been no change to the [Certificate/Articles] 
of Incorporation of the Company since August 23, 1996.

     (b)     There has been no change to the By-Laws of the Company 
since August 23, 1996, and the By-Laws are in full force and effect 
as of the date hereof.

     (c)     Attached hereto as Exhibit A is a true and correct copy 
of a resolution (the "Resolution") duly adopted by the Board of 
Directors of the Company approving and authorizing the execution, 
delivery and performance of each of the "Credit Documents" (as such 
term is defined in the Agreement) to which the Company is a party, 
and such resolution is in full force and effect as of the date 
hereof.

     (d)     The following are the duly elected, qualified and acting 
officers of the Company who are authorized to act on behalf of the 
Company in accordance with the transactions contemplated under the 
Agreement and in accordance with the terms of the Resolution, and 
that the signatures set forth opposite their respective names below 
are the true signatures of said officers.



     Name                   Office                    Signature


___________________     _________________     ____________________


___________________     _________________     ____________________


___________________     _________________     ____________________

     IN WITNESS WHEREOF, the undersigned has executed this 
Certificate and affixed the corporate seal hereto this _____ day of 
____________, 1998.

     _______________________________     Name:               
     Title: Secretary

(SEAL)

     I, __________________, __________________________ of the 
Company, hereby certify that appearing above is the true and correct 
signature of __________________________, Secretary of the Company.


                                    _______________________________
                              Name: 
                              Title: 
                              Dated: 




         SECRETARY'S CERTIFICATE


     The undersigned, Secretary of TOTAL-TEL INTERNATIONAL, INC., a 
______________ corporation (the "Company"), in connection with the 
transactions contemplated in that certain Amended and Restated 
Equipment Facility and Revolving Credit Agreement (the "Agreement"), 
dated the date hereof, made by and among the Company, the other 
borrowers named therein, and SUMMIT BANK, DOES HEREBY CERTIFY THAT:
     (a)     Attached hereto as Exhibit A is a true and correct copy 
of the [Certificate/Articles] of Incorporation of the Company, as 
amended to date.

     (b)     Attached hereto as Exhibit B is a true and correct copy 
of the By-Laws of the Company, as in full force and effect as of the 
date hereof.

     (c)     Attached hereto as Exhibit C is a true and correct copy 
of a resolution (the "Resolution") duly adopted by the Board of 
Directors of the Company approving and authorizing the execution, 
delivery and performance of each of the "Credit Documents" (as such 
term is defined in the Agreement) to which the Company is a party, 
and such resolution is in full force and effect as of the date 
hereof.

     (d)     The following are the duly elected, qualified and 
acting officers of the Company who are authorized to act on behalf 
of the Company in accordance with the transactions contemplated 
under the Agreement and in accordance with the terms of the 
Resolution, and that the signatures set forth opposite their 
respective names below are the true signatures of said officers.

          
     Name                    Office                Signature


___________________     _________________     ____________________


___________________     _________________     ____________________


___________________     _________________     ____________________

     IN WITNESS WHEREOF, the undersigned has executed this 
Certificate and affixed the corporate seal hereto this _____ day of 
_____________, 1998.

     _______________________________     Name:               
     Title: Secretary

(SEAL)

     I, __________________, __________________________ of the 
Company, hereby certify that appearing above is the true and correct 
signature of __________________________, Secretary of the Company.


                                                       
_______________________________
                              Name: 
                              Title: 
                              Dated: