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        Exhibit 10.23.3


                              AMENDED AND RESTATED
                    RESIDENTIAL DISTRIBUTOR PROGRAM AGREEMENT

IT IS AGREED as of September, 1, 1998, by and between LCI International Telecom
Corp., d.b.a. Qwest Communications Services ("Qwest"), a Delaware corporation,
with a principal place of business at 1000 Qwest Tower, 555 Seventeenth Street,
Denver, Colorado 80202 and Quintelcomm, Inc., a Delaware corporation
(hereinafter "Representative), whose address is One Blue Hill Plaza, Suite 500,
Pearl River, New York 10965.

THIS AGREEMENT amends and restates in its entirety the agreement dated as of
January 5, 1998 between the parties hereto.

1.       GRANT OF AUTHORITY

         a.)      Quest appoints Representative as a non-exclusive
                  representative in the territory set forth in Exhibit A to
                  promote the sale of and solicit orders for the services
                  defined in Exhibit A ("Services") and to obtain customers for
                  such Services (a customer obtained by Representative shall be
                  referred to as the "Customer"), all subject to the terms and
                  conditions of this Agreement. Representative agrees to market
                  the Services in accordance with the terms of this Agreement
                  using the methods of Customer acquisition set forth in Exhibit
                  C. Qwest may 1) add to or delete from the Services, 20 change
                  the tariffs or terms and conditions relating to the Services,
                  or 3) change its requirements in connection with Verbal
                  Authorizations and LOAs (as hereinafter defined) (collectively
                  "Changes"); provided however, Qwest shall in the case of a
                  Material Change (defined as any change in the oral or written
                  marketing descriptions of the price or material terms and
                  conditions of the Services used by Representative hereunder)
                  that is not required as a result in a change in federal or
                  state laws or regulations ("Laws"), provide Representative
                  sixty (60) days prior written notice ("Notice") of such
                  Material Change (and Representative's sole remedy for Qwest's
                  failure to provide such Notice shall be the reimbursement of
                  Representative's actual expenses in making the Material
                  Change), and in the case of all other Changes, Qwest shall use
                  commercially reasonable efforts to provide as much advance
                  written notice as is practicable. In the event of a Material
                  Change that is required by a change in Laws, Qwest and
                  Representative shall share equally in the mutually agreed upon
                  expenses Representative may incur in changing its oral or
                  written materials. In the event of a Material Change or a
                  material change in Qwest's nationwide, residential long
                  distance service offerings, which, in either case, materially
                  adversely impacts Representative's rights or obligations or
                  ability to generate commissions hereunder, Representative
                  shall provide written notice to Qwest and the parties shall
                  work together in good faith to agree upon a course of action
                  whereby both parties continue to receive the benefits expected
                  under this Agreement, provided however, if the parties fail to
                  reach such an agreement within thirty (30) days of such notice
                  "Representative Discussion Period"), Representative may
                  terminate this Agreement by written notice to Qwest given
                  within ten (10) days following the Representative Discussion
                  Period. In the event any federal or state action, by
                  legislation, 




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                  decision, order or otherwise, which materially adversely
                  effects Qwest's rights or obligations hereunder or the
                  marketing and sales method used by the parties hereunder or
                  materially increases the risk that the continuation of such
                  marketing and sales methods will have a material adverse
                  effect on Qwest's residential long distance business in that
                  jurisdiction, Qwest shall provide written notice to
                  Representative and the parties shall work together in good
                  faith to agree upon a course of action whereby both parties
                  continue to receive the benefits expected under this
                  Agreement, provided however, if the parties fail to reach such
                  an agreement within thirty (30) days of such notice ("Qwest
                  Discussion Period"), Qwest may eliminate from Representative's
                  marketing efforts the jurisdiction(s) in which the
                  governmental action applies, by providing written notice to
                  Representative given within ten (10) days following the Qwest
                  Discussion Period, and if such jurisdiction as the federal
                  government or if the foregoing procedure in the aggregate
                  results in 33% or more of U.S. population being eliminated,
                  Qwest may, upon ten (10) days written notice to Representative
                  terminate this Agreement. Representative further agrees to
                  secure and use at its own expense and within thirty (30) days
                  from the date hereof, for the purpose of communication and
                  electronic download of LOAs to Qwest, the equipment or its
                  equivalent as outlined in Exhibit E. If Qwest offers, via
                  nationwide third party sales representatives, 1) residential
                  voice, data and fax long distance services not previously
                  marketed by Qwest as of the date hereof, 2) or non-traditional
                  telecommunications services for residential customers such as
                  cellular, internet access or paging services, such services
                  shall be made available to Representative to market on terms
                  and conditions to be mutually agreed upon.

         b.)      Representative shall only use those means of marketing and
                  selling the Services which are set forth in Exhibit C or are
                  agreed upon in the sales and marketing plan ("Plan"). Qwest
                  reserves the right to approve all customer databases used by
                  Representative that are not set forth in the initial Plan
                  which approval or disapproval shall be consistent with Qwest's
                  general residential marketing guidelines, strategies and
                  objectives. Qwest acknowledges that it has approved the
                  customer database described in Representative's letter dated
                  December 30, 1997. Representative agrees to submit for
                  approval by Qwest an updated Plan every ninety (90) days.
                  Representative agrees to submit any changes in the Plan to
                  Qwest for written approval, prior to any implementation by
                  Representative. Qwest shall have ten (10) business days to
                  approve the Plan, but any failure to so approve shall not be
                  deemed approval. Thereafter, Qwest shall have five (5)
                  business days to approve changes to the Plan and any failure
                  to approve or disapprove the changes shall be deemed approval.
                  If the parties cannot reach agreement on changes to the Plan,
                  the previous Plan shall continue to apply. The initial
                  proposed Plan and any changes or updates thereto shall include
                  the identifying characteristics of each prospect class,
                  segment or group proposed to be solicited, identified as
                  specifically as possible by Representative including the
                  approximate number of prospects therein ("Cell"). If Qwest
                  does not approve the 


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                  initial Plan, such disapproval shall be consistent with
                  Qwest's general residential marketing guidelines, strategies
                  and objectives and Qwest shall provide to Representative the
                  reasons for such disapproval. If the initial Plan is not
                  approved within thirty (30) days of initial submission by
                  Representative ("Plan Period"), Representative may terminate
                  this Agreement by providing written notice within ten (10)
                  days following the Plan Period. Solicitation by sweepstakes,
                  contests, or drawings is not permitted by Representative, its
                  employees, agents, or contractors under this Agreement without
                  prior written approval from Qwest. Qwest understands that
                  Representative will use premiums that are astrological in
                  nature in connection with its solicitation process.

                  c.) Qwest shall have the right to remotely monitor inbound and
                  outbound telemarketing calls performed by Representative
                  hereunder. Following thirty (30) days of selling by
                  Representative of a particular Cell, Qwest shall have the
                  right to terminate all solicitations to that Cell as set forth
                  below:

                           i.)      If the "Billing Rate" for a Cell is less
                                    than {Confidential portion omitted and filed
                                    separately with the Commission} per month,
                                    Qwest may terminate all solicitations to
                                    that Cell pursuant to this Section 1.c.i
                                    upon written notice to the Representative.
                                    "Billing Rate" shall be defined as Billed
                                    Revenue from a Cell as measured over a
                                    30-day period divided by the number of
                                    Customers in that Cell measured over the
                                    same 30-day period who had dial one Service
                                    during the entire thirty (30) day period and
                                    for whom an Installation Commission was
                                    payable hereunder. Representative shall have
                                    thirty (30) days from receipt of such notice
                                    to "cure" by increasing the Billing Rate to
                                    {Confidential portion omitted and filed 
                                    separately with the Commission} or more per
                                    month for that Cell as measured over the
                                    30-day cure period. If Representative fails
                                    to so cure, all solicitations to that Cell
                                    shall terminate upon written notice from
                                    Qwest to Representative.

                           ii.)     If the "Churn Rate" for a particular Cell is
                                    greater than {Confidential portion omitted 
                                    and filed separately with the Commission}, 
                                    Qwest may terminate all solicitations to
                                    that Cell pursuant to this Section 1.c.ii
                                    upon written notice to Representative.
                                    "Churn Rate" shall be defined as the number
                                    of Customers from the Cell disconnecting
                                    from dial one Service during a thirty (30)
                                    day period ("Measuring Period") divided by
                                    the number of Customers from the Cell on
                                    dial one Service at the start of that
                                    Measuring Period. Measuring Periods in all
                                    instances shall begin on the same day of the
                                    week and for purposes of this Section
                                    1.c.ii, a Cell must contain at least
                                    {Confidential portion omitted and filed
                                    separately with the Commission} Customers.
                                    Upon receipt of


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                                    written notice from Qwest, Representative
                                    shall have thirty (30) days to "cure" by
                                    maintaining the Churn Rate for that Cell
                                    during such 30 day cure period at
                                    {Confidential portion omitted and filed
                                    separately with the Commission} or less and
                                    achieving a Churn Rate for all new Customers
                                    for that Cell during such 30 day cure period
                                    at {Confidential portion omitted and filed
                                    separately with the Commission}.

         d.)      The term "telemarketing" shall mean Representative's inbound
                  and outbound telephone sales, with Representative initiating
                  telephone calls to third parties for the purpose of marketing
                  Qwest's Services to those third parties.

                  i.)      All telemarketing services shall be in accordance
                           with the highest professional standards.

                  ii.)     Representative shall perform the telemarketing
                           services in compliance with all applicable federal,
                           state and local laws relating to telemarketing
                           including, without limitation, compliance with all
                           applicable third party verification procedures and
                           regulations as required by the Federal Communications
                           Commission (FCC) including, without limitation, 47
                           CFR Sections 64.1100 and 64.1200 of the FCC rules, as
                           amended, and compilation of a "Do Not Call" list as
                           legally required. As applicable under federal, state
                           or local laws and regulations, Representative shall
                           supply sales information to a third party verifier,
                           at Qwest's option, or a third party verifier in
                           accordance with an arrangement with Quest and a third
                           party verification company approved by Qwest in
                           writing.

                  iii.)    Representative shall not use Qwest's name and/or any
                           of Qwest's registered trademarks and services marks
                           unless expressly authorized by Qwest in writing. Even
                           if permission is granted, Representative shall
                           immediately cease use of Qwest's marks on direction
                           from Qwest and, in any event, at the termination of
                           the Agreement.

                  iv.)     Representative shall manage, direct, hire and train
                           all personnel assigned to Qwest and Representative
                           shall have sole responsibility for all salaries,
                           wages and benefits of such employees. Representative
                           shall only use telemarketing sales representatives
                           who have satisfactorily completed Representative's
                           sales training program.

                  v.)      Representative shall maintain full, accurate and
                           complete records and books of account, regarding the
                           telemarketing services performed under the Agreement.


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                  vi.)     Representative shall be responsible for the
                           formulation of all scripts subject to prior review
                           and written approval of Qwest. Written materials
                           describing Qwest programs and procedures contained in
                           telemarketing scripts shall not be used by
                           Representative in any other manner without Qwest's
                           prior written approval. Representative, its
                           employees, agents, and contractors, shall use only
                           the approved telemarketing script(s) and associated
                           sales materials provided by Qwest for sales training
                           and telemarketing sales generation. Representative,
                           its employees, agents, and contractors shall not make
                           any revisions to or materially deviate from the
                           script of any other sales materials approved by Qwest
                           without Qwest's written approval. Any scripts
                           developed by Representative shall remain
                           Representative's property.

                  vii.)    As applicable under any federal, state or local law
                           or regulation i) any party wishing not to be called
                           shall immediately be added to Representative's DO NOT
                           CALL list, ii) all names and telephone numbers and
                           sales leads shall immediately be matched against the
                           Direct Marketing Association and Representative's DO
                           NOT CALL files and shall not be called, and iii)
                           Representative shall submit a report to Qwest each
                           week listing those who request to be added to the DO
                           NOT CALL list.

                  viii.)   Qwest reserves the right, without providing prior
                           notice and to the event permitted by law, to monitor
                           the handling of telemarketing calls where the
                           telemarketing services are being performed and to
                           ensure compliance with Qwest's scripts and sales
                           materials.

         e.)      The parties shall execute Amendments No. 1 and 2 as set forth
                  in Exhibits F and G.

2.       COMMISSION

         Representative shall receive commissions in accordance with the
         commission structure set forth in Exhibit B, provided however, no
         commission shall be paid on then current LCI customers (except as
         specifically set forth in Exhibit B) or Qwest customers for the
         Services or on new customers that call Qwest directly to subscribe to
         the Services (other than inbound programs previously approved by Qwest
         in writing).

3.       RELATIONSHIP

         During the term of this Agreement and for as long as commissions are
         payable following termination or expiration, Representative shall not
         knowingly, directly or indirectly, encourage or solicit any Customer to
         discontinue using the Services. Except as permitted by the provisions
         of Section 15 hereof, neither Representative nor an affiliate of
         Representative shall enter into any oral or written agreement with a
         provider of residential 


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         long distance services similar to this Agreement nor shall
         Representative, directly or indirectly, market, solicit or sell
         residential long distance of a competitor of Qwest (the term "long
         distance service" excludes for purposes of this Agreement internet
         telephony and 10xxx or "casual" calling). Representative shall not make
         any representations of rates, terms or conditions of the Services that
         conflict with the applicable tariffs or written information provided by
         Qwest. Representative is responsible for all expenses and obligations
         incurred by it as a result of its efforts to solicit Customers
         including all costs for third party verification (TPV). The terms and
         condition of the TPV contract, the costs associated therewith and
         identity of any TPV vendor shall at all times be subject to mutual
         approval of the parties hereto. The TPV contract shall be among Qwest,
         Representative and the TPV, provided however, both Qwest and
         Representative shall have the unilateral right to terminate the
         contract for inadequate performance by the TPV vendor after prior
         written notice and consultation with one another. Representative shall
         be responsible for payment of all income taxes due on Representative's
         income from the payments made to Representative by Qwest.

4.       CUSTOMER SERVICE AND OTHER CUSTOMER MATTERS

         a.)      Representative shall not provide customer service with regard
                  to the Services to Customers solicited by Representative,
                  including billing, collections or repair service. Customers
                  attracted by Representative are customers of Qwest and any
                  termination or expiration of this Agreement shall have no
                  effect on Qwest's relationship with such Customers. All
                  information and data specific to the Customer's phone number
                  and the long distance usage thereon obtained by Representative
                  from Qwest Customers, potential customers or Qwest in
                  connection with this Agreement (such information and data is
                  referred to as the "Confidential Customer Telecommunications
                  Information") shall be proprietary to Qwest and shall be
                  governed by the Confidentiality Agreement. Representative
                  shall in no event use or disclose such Confidential Customer
                  Telecommunications Information, except to provide its services
                  hereunder. All information and data regarding the Customer
                  provided by Representative (including, without limitation, the
                  name and address of the Customer) other than the Confidential
                  Customer Telecommunications Information shall be proprietary
                  to the Representative and its parent corporation and other
                  entities owned or controlled by or under common control with
                  Representative and its parent corporation (hereafter such
                  parent corporation and other entities are referred to as the
                  "Affiliates"), and shall be governed by the Confidentiality
                  Agreement. Representative and its Affiliates shall have the
                  right to use the phone number of the Customer in their
                  business activities, subject to the restrictions under the
                  first two sentences of Section 3 of this Agreement provided
                  such name, address and phone number were known by
                  Representative prior to the Customer becoming a Customer
                  pursuant to this Agreement.


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         b.)      Qwest shall train, at each of Representative's telemarketing
                  sites, Representative's trainers and supervisors with the
                  intent that those employees will train the remainder of the
                  employees, staff and agents affiliated with Representative.
                  All other training and support shall be at Representative's
                  expense unless otherwise agreed in writing by the parties
                  hereto.

5.       PRODUCT LITERATURE AND MARKETING

         Representative, Representative's agents, contractors or franchisees
         shall not develop or use any product literature, telemarketing scripts
         or other marketing or sales material ("Marketing Material"), other than
         that provided by Qwest or approved by Qwest pursuant to this Agreement,
         without the prior written consent of Qwest. Qwest shall have ten (10)
         business days to approve the initial submittal of any Marketing
         Material, but any failure to so approve shall not be deemed approval.
         Thereafter, Qwest shall have five (5) business days to approve changes
         to the Marketing Material and any failure to approve or disapprove the
         changes shall be deemed approval. If Qwest does not approve the initial
         Marketing Materials, such disapproval shall be consistent with Qwest's
         general residential marketing guidelines, strategies and objectives and
         Qwest shall provide to Representative the reasons for such disapproval.
         If the initial Marketing Material is not approved within thirty (30)
         days of initial submission by Representative ("Material Period"),
         Representative may terminate this Agreement by providing written notice
         within ten (10) days following the Material Period.

6.       ORDER PROCESSING, BILLING AND COLLECTION

         a.)      Qwest shall have the sole right to accept or reject all orders
                  in its sole discretion but only for reasons relating to
                  credit, fraud, invalid PIC authorizations, or the inability to
                  provide Service in a geographic area. Qwest shall provide to
                  Representative a suppression file stating the geographic areas
                  where the Service is not available and Qwest shall update the
                  file as needed to keep current. If geographic areas are added
                  following submission of the initial suppression file, the
                  Revenue Volume commitments in Section 4 of Exhibit B shall be
                  reduced proportionate to the number of potential customers
                  eliminated. Upon execution of this Agreement, Qwest shall
                  provide to Representative a list of NECA and USINTELCO
                  exchanges where Qwest does not provide the Services, which
                  list may be updated by Qwest from time to time by written
                  notice to Representative. Qwest shall provide installation and
                  other services to the Customers, including customer service,
                  consistent with that provided to other customers of Qwest.
                  Representative agrees that all orders submitted to Qwest are
                  subject to verification by Qwest for accuracy and completeness
                  and/or the TPV process.

         b.)      Representative shall submit to Qwest Verbal Authorizations and
                  LOAs that are compliant in all respects with all laws and
                  regulations. Further, Representative shall only use
                  telemarketing scripts and LOAs that have been approved and


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                  authorized for current use by Qwest. In the event a local
                  exchange carrier (LEC) or any regulatory or judicial entity
                  assesses or levies against Qwest or any Qwest Affiliate
                  (defined herein as Qwest, any entity controlled by Qwest or
                  its direct or indirect subsidiaries and any entity under
                  common control with Qwest or its direct or indirect
                  subsidiaries) any charges, fines, or forfeitures for invalid
                  PIC authorizations relating to any Qwest Services ordered
                  through or by Representative (collectively referred to as
                  "Fines"), Representative shall promptly reimburse Qwest or
                  Qwest Affiliate for all Fines plus a Qwest management fee not
                  to exceed {Confidential portion omitted and filed separately
                  with the Commission} per customer telephone number ordered
                  through or by Representative that is deemed to be invalid
                  and/or is not compliant with any law or regulation (defined
                  herein as "Fees"), provided however, Representative shall not
                  be liable for Fines or Fees if, in connection with the PIC
                  change(s) relating to the Fee and/or Fine, Representative has
                  fully complied with its obligations under this Section 6.b.,
                  the TPV process, the then current Policy (as hereinafter
                  defined), Qwest's Verbal Authorization requirements and has
                  used the LOA approved by Qwest, as applicable. The payment for
                  any such Fees and Fines may be withheld by Qwest from
                  otherwise payable commissions. Upon the request of Qwest,
                  Representative shall promptly and in good faith provide to
                  Qwest, Qwest Affiliate, or the LEC, at Representative's
                  expenses, any documentation required by the LEC or regulatory
                  agency regarding PIC selections or authorizations for
                  customers sold hereunder. In addition, Representative shall
                  completely and in good faith cooperate with Qwest and all LECs
                  and regulatory and enforcement agencies in attempting to
                  resolve all PIC selection and authorization and related
                  disputes including, but not limited to, promptly responding to
                  inquiries or complaints from governmental bodies or private
                  individuals or entities and providing tape recordings,
                  original LOAs, TPV data, and order forms containing customer
                  signatures. Further Qwest, in its sole discretion and without
                  obligation or liability for possible or actual reduction of
                  commission payment to Representative, may suspend the
                  acceptance of orders by Representative in any state where
                  there is any investigation or litigation involving the sales
                  practices or marketing activities of Representative. The
                  obligations under this Section are in addition to
                  Representative's obligations under Section 8 below.
                  Notwithstanding the foregoing, if the number of PIC
                  authorizations which have not been obtained in accordance with
                  applicable legal requirements exceed {Confidential portion
                  omitted and filed separately with the Commission} of the total
                  PIC authorizations obtained by Representative hereunder, Qwest
                  may terminate this Agreement.

         c.)      Representative shall provide, at Representative's cost, a copy
                  of "Qwest's POLICIES AND PROCEDURES REGARDING SLAMMING
                  PREVENTION" ("Policy") including an "Acknowledgment" form as
                  set forth in Exhibit D, to all employees, agents, contractors,
                  or independent distributors involved in the selling of Qwest
                  services. Qwest may modify such Policy from time to time and
                  any such modifications shall be provided to Representative by
                  written notice. 


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                  Representative shall have such employee, agent, contractor, or
                  independent distributor review the aforementioned policy and
                  return to the Representative a signed "Acknowledgment" form,
                  indicating they understand and will comply with the Qwest
                  policy. Representative further agrees to produce a copy of the
                  signed "Acknowledgment" form within forty-eight (48) hours,
                  upon Qwest's request, for any such employee, agent,
                  contractor, or independent distributor. If Representative does
                  not comply with the request for providing a signed
                  "Acknowledgment" form, then Qwest may suspend accepting LOAs
                  hereunder and/or service order information or terminate this
                  Agreement immediately.

7.       CONFIDENTIALITY

         The parties agree to abide by the terms of the Agreement set forth in
         Exhibit H ("Confidentiality Agreement"). Representative shall not
         disclose the terms and conditions of this Agreement to any person or
         entity without the prior written consent of Qwest.

8.       REPRESENTATIONS, WARRANTIES AND COVENANTS

         8.1      Representative represents, warrants and covenants to Qwest
                  that as of the date of this Agreement and continuing for the
                  term of this Agreement that:

                  a.)      Representative is a (check one):
                           (X) Corporation
                           (   ) Partnership
                           (   ) Sole Proprietorship

                           duly organized, validly existing and in good standing
                           under the laws of Delaware, with a Federal EIN of 
                                      , is qualified to do business in all
                           states necessary for the conduct of its business and
                           has full and unrestricted power and authority to
                           execute and perform under this Agreement.

                  b.)      Representative has obtained all licenses, permits and
                           other authorizations necessary to perform its
                           obligations under this Agreement and shall maintain
                           same, as required, in full force and effect during
                           the term of this Agreement. Representative shall
                           comply with all applicable tariffs and orders of
                           judicial and regulatory bodies and all local, state
                           and federal laws.

                  c.)      Representative shall not participate in any pyramid
                           or multilevel marketing system in conjunction with
                           any person who has an agreement with Qwest.
                           Representative shall 1) appoint a single point of
                           contact for Qwest regarding all matters pertaining to
                           this Agreement, 2) commit no act which would reflect
                           unfavorably upon Qwest.


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                  d.)      Representative shall not knowingly solicit any
                           existing Qwest or LCI customer not originally sold by
                           Representative, for the purposes of selling,
                           upgrading or converting such account to Qwest
                           service. Representative shall not knowingly solicit
                           any existing Qwest or LCI customer for the purposes
                           of converting such account to a competitor of Qwest.

                  e.)      Representative agrees that the consummation of this
                           Agreement is not in conflict in any respect with, and
                           will not constitute a default under any other
                           agreements or judicial or administrative orders to
                           which Representative is a party or by which it may be
                           bound;

                  f.)      Representative is not in default or otherwise in
                           non-compliance in any material respect with any
                           contract, agreement or other arrangement for goods,
                           services or technology, the termination of which
                           might reasonably be expected to have a material
                           adverse effect on Representative's ability to perform
                           any of its obligations hereunder.

                  g.)      Representative has the unencumbered right to use all
                           information or data to be used by Representative in
                           connection with its performance hereunder.

                  h.)      Representative is not subject to any consent decree,
                           judgment, injunction, restraining order, settlement
                           agreement, or agreement or order similar in nature
                           relating to the conduct of its business.

                  i.)      In addition to its obligations under this Section 8
                           of this Agreement, Representative hereby covenants
                           and agrees that during the term of this Agreement
                           that it will notify Qwest in writing within three (3)
                           business days of:

                           i.)      Representative becoming aware of any
                                    investigation or threatened investigation of
                                    Representative's sales or marketing
                                    activities by any federal, state, or local
                                    governmental body or agency, that is related
                                    to the performance of this Agreement or

                           ii.)     Representative becoming subject to or
                                    entering into any consent decree, judgment,
                                    injunction, restraining order, settlement
                                    agreement or agreement or order relating to
                                    the conduct of its business, that is related
                                    to the performance of this Agreement.

                  j.)      Qwest may, at its sole discretion, exercised in a
                           commercially reasonable manner and following written
                           notice and a three (3) business day "cure" period,
                           suspend the acceptance of orders from Representative
                           in any state where there is an investigation or
                           decree as described in Section 8.1.i following the
                           receipt of any notice issued by Representative
                           pursuant to 

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                           Section 8.1.i or if no notice is sent following Qwest
                           becoming aware of any such investigation or decree.
                           Qwest, at its sole discretion, exercised in a
                           commercially reasonable manner, will determine if any
                           order suspensions will be lifted.

                  k.)      Representative shall, upon reasonable prior notice,
                           provide to Qwest access to its books, records and
                           operations so that Qwest may verify Representative's
                           performance hereunder.

         8.2               Qwest represents, warrants and covenants to
                           Representative that as of the date of this Agreement
                           and continuing for the term of this Agreement that:

                  a.)      Qwest is a (check one):
                           (X) Corporation
                           ( ) Partnership
                           ( ) Sole Proprietorship

                           duly organized, validly existing and in good standing
                           under the laws of Delaware, is qualified to do
                           business in all states where necessary for the
                           conduct of its business and has full and unrestricted
                           power and authority to execute and perform under this
                           Agreement.

                  b.)      Qwest has obtained all licenses, permits and other
                           authorizations necessary to perform its obligations
                           under this Agreement and shall maintain same, as
                           required, in full force and effect during the term of
                           this Agreement. Qwest shall comply with all
                           applicable tariffs and orders of judicial and
                           regulatory bodies and all local, state and federal
                           laws.

                  c.)      Qwest agrees that the consummation of this Agreement
                           is not in conflict in any respect with, and will not
                           constitute a default under any other agreements or
                           judicial or administrative orders to which Qwest is a
                           party or by which it may be bound;

                  d.)      Qwest is not in default or otherwise in noncompliance
                           in any material respect with any contract, agreement
                           or other arrangement for goods, services or
                           technology, the termination of which might reasonably
                           be expected to have a material adverse effect on
                           Qwest's ability to perform any of its obligations
                           hereunder.

                  e.)      Qwest is not subject to any consent decree, judgment,
                           injunction, restraining order, settlement agreement
                           or agreement or order similar in nature relating to
                           the conduct of its business.


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                  f.)      In addition to its obligations under this Section 8
                           of this Agreement, Qwest hereby covenants and agrees
                           that during the term of this Agreement that it will
                           notify Representative in writing within three (3)
                           business days of:

                           i.)      Qwest becoming aware of any investigation or
                                    threatened investigation of Qwest's or
                                    Representative's sales or marketing
                                    activities by any federal, state, or local
                                    governmental body or agency, that is related
                                    to the performance of this Agreement;
                                    provided however, Qwest shall have no such
                                    obligation if in its good faith judgment
                                    such notice would impede the investigation,
                                    if it is requested by the investigating
                                    authorities to not so notify Representative,
                                    or if it is prohibited by law or court
                                    order.

                           ii.)     Qwest becoming subject to or entering into
                                    any consent decree, judgment, injunction,
                                    restraining order, settlement agreement or
                                    agreement or order relating to the conduct
                                    of its business, that is related to the
                                    performance of this Agreement.

9.       INSURANCE

         Representative shall secure and maintain Workers Compensation, General
         Comprehensive Liability Insurance and Automobile Insurance in
         sufficient amounts to comply with all applicable laws and to cover its
         respective obligations under this Agreement, including claims for
         bodily and personal injury, death, property damage, and all other harm
         caused by or occurring in connection with Representative's performance
         under this Agreement. Further certificates of insurance shall be
         submitted to Qwest naming Qwest an ADDITIONAL INSURED on such policies
         as appropriate, prior to the execution of this Agreement. These
         certificates shall certify that no material alteration, modification or
         termination of such coverage shall be effective without at least thirty
         (30) days advance notice to Qwest. Upon request, Representative shall
         furnish insurance certificates as evidence of such coverage.

         At a minimum, Representative agrees to maintain the following insurance
coverages.

         a.)      Comprehensive or Commercial General Liability Insurance:
                  $1,000,000 per occurrence combined single limit/$2,000,000
                  general aggregate and will include coverage for the use of
                  independent contractors, products, and completed operations.

         b.)      Workers Compensation and Employer's Liability Insurance:

                  Workers Compensation in the statutory amounts and with
                  benefits required by the laws of the state in which the Qwest
                  Services are sold and the states (in which 


                                       12
<PAGE>   13
                  employees and/or Representative's independent contractors are
                  hired, if the state(s) are other than that in which the Qwest
                  Services are sold).

                  THE REQUIRED MINIMUM LIMITS OF COVERAGE SHOWN ABOVE WILL NOT
                  IN ANY WAY RESTRICT OR DIMINISH REPRESENTATIVE'S LIABILITY
                  UNDER THIS AGREEMENT.

10.      TRADEMARKS AND TRADE NAMES

         Representative shall sell the Services under the Qwest trademarks and
         trade names only in accordance with the manner of use approved in
         writing in advance by Qwest. Representative agrees to comply with any
         standards for usage of such trademarks and trade names issued or to be
         issued by Qwest from time to time. Representative shall not use in its
         business or trade or corporate name the name "Qwest" or any name of a
         service provided by Qwest, or the Qwest symbol, nor shall it use any
         trademark or service mark of Qwest or symbol related to Qwest without
         the prior, express written consent of Qwest as to the manner of such
         use, unless advance provision to do so is made in separate agreement
         between the parties. Without limiting the foregoing, Representative
         shall not, without Qwest's prior written consent as to the manner of
         use, advertise, market or provide information about Qwest services or
         use Qwest's trademarks, service marks, logos or other intellectual
         property, on the "Internet" or on any print or electronic media.

11.      TERM OF AGREEMENT AND TERMINATION

         a.)               The initial term of this Agreement shall be until
                           January 5, 2001, and the Agreement shall be renewed
                           thereafter automatically on a year-to-year basis,
                           unless sooner terminated as hereinafter provided,
                           subject to and upon the terms and conditions herein
                           specified. Either party may terminate this Agreement
                           at any time during a renewal term upon giving the
                           other party one hundred twenty (120) days prior
                           written notice.

         b.)      Qwest may terminate this Agreement upon written notice to
                  Representative in the event of:

                  i.)      Representative's failure to attain the monthly
                           Collected Revenue level specified in Exhibit B.

                  ii.)     Breach by Representative of any warranty or covenant
                           under this Agreement, or if Representative defaults
                           or fails to perform any obligation hereunder,
                           provided however, if such breach, default or failure,
                           is subject to cure. Representative shall have twenty
                           (20) days after written notice from Qwest to so cure,
                           or such longer period as necessary to so cure
                           provided Representative diligently and in good faith
                           works to so cure in such longer period; and


                                       13
<PAGE>   14
                  iii.)    Insolvency, bankruptcy, receivership or dissolution
                           of Representative.

                  iv.)     Representative violates any federal, state or local
                           law or regulation in connection with its performance
                           hereunder or Representative engages in, participates
                           in, or allows the perpetration of any fraud against
                           Qwest.

12.      INDEMNIFICATION

         Each party shall indemnify, defend and hold the other (and all
         officers, directors, employees, agents and affiliates thereof) harmless
         from and against any and all claims, demands, actions, losses, damages,
         assessments, charges, liabilities, costs and expenses (including,
         without limitation, interest, penalties, and attorney's fees and
         disbursements) which may at any time be suffered or incurred by, or be
         asserted against, any or all of them, directly or indirectly, on
         account of or in connection with:

         a.)      The indemnifying party's default under any provision herein,
                  breach of any warranty or representation herein, or failure in
                  any way to perform any obligation hereunder; or

         b.)      Bodily injury or damage to property (including death) to any
                  person (including, without limitation, any employee of either
                  party and any third person), and any damage to or loss of use
                  of any property, arising out of or in any way relating to the
                  services or pursuant, directly or indirectly, to this
                  Agreement.

         Each party shall hold harmless and indemnify the other from and against
         any claim, cause of action, judgment, liability or expense relating to
         or arising out of the acts or omissions of that party's
         Representative's employees, contractors and agents.

13.      LIABILITY

         Except for Representative's liability for consequential damages,
         including lost profits, for any breach of the obligations in the first
         two sentences of Sections 3, Section 8.1.d., and Section 7, in no event
         shall either party be liable for special, indirect, incidental, or
         consequential damages, including loss of profits, arising from the
         relationship or the conduct of business contemplated herein. With the
         exception of willful misconduct, gross negligence and the amount of
         commissions due pursuant to Exhibit B, in no event shall Qwest's
         liability in connection with this Agreement exceed {Confidential
         portion omitted and filed separately with the Commission}. With the
         exception of willful misconduct and gross negligence, in no event shall
         Representative's liability in connection with this Agreement exceed
         {Confidential portion omitted and filed separately with the
         Commission}, provided however, {Confidential portion omitted and filed
         separately with the Commission}.


                                       14
<PAGE>   15
14.      MISCELLANEOUS

         Representative shall not assign this Agreement or any interest therein
         without Qwest's prior written consent. This Agreement shall be governed
         by and construed in accordance with the laws of New York. This
         Agreement shall be binding upon and shall inure to the benefit of the
         parties hereto and their respective successors and assigns. Provisions
         of this Agreement identified by the context to survive the termination
         or expiration of this Agreement shall so survive. This Agreement
         (including any Exhibits hereto) constitutes the entire Agreement
         between the parties hereto with respect to the subject matter hereof,
         and it supersedes all prior oral or written agreements, commitments or
         understandings, with respect to the matters provided for herein.

15.      EXCLUSIVITY

         {Confidential portion omitted and filed separately with the Commission}

         Should Representative wish to acquire customers in excess of the
         commitments set forth in this Section 15, Qwest shall either:

         a.)      accept those customers and pay Representative pursuant to this
                  Agreement; or

         b.)      allow Representative to solicit and sell such excess customers
                  on behalf of another telecommunications provider, in which
                  event Qwest shall have no liability to Representative for
                  payment of any kind for such excess customers. The residential
                  long distance customers sold on behalf of another
                  telecommunications provider in accordance with this Section
                  15.b. shall be representative of the customers obtained for
                  Qwest and in no event shall Representative reserve or provide
                  for such other telecommunications provider a Cell, customer
                  class, segment or group that is superior in any way to the
                  customers obtained by Representative for Qwest
                  hereunder. Notwithstanding the provisions of Section 3 to the
                  contrary, Representative shall have the right to enter into
                  oral or written agreements with providers of residential long
                  distance service or otherwise deal with competitors of Qwest
                  in order to provide for the sale of telecommunications service
                  to such excess customers. Representative shall also have the
                  right to enter into oral or written agreements with providers
                  of residential long distance service or otherwise deal with
                  competitors of Qwest in order to provide for the sale of
                  telecommunications services to a person in databases and
                  Cells, excluding Qwest Customers, disapproved by Qwest or to
                  which marketing has been terminated pursuant to Section 1.c.
                  of this Agreement.

16.      NOTICES

         All notices under this Agreement, whether addressed to Qwest or
         Representative, shall be sent by Certified Mail, Return Receipt
         Requested ("Certified Mail") or by a nationally 


                                       15
<PAGE>   16
         recognized overnight delivery service ("Overnight Mail") and shall be
         deemed received on the date of delivery if delivered by Certified Mail
         and on the next business day if delivered by Overnight Mail.

         If to Qwest:               Qwest Communications Corporation
                                    1000 Qwest Tower
                                    555 Seventeenth Street
                                    Denver, Colorado 80202
                                    ATTN:  Legal Department

         With a copy to:            Qwest Communications Corporation
                                    4650 Lakehurst Court
                                    Dublin, OH 43016
                                    ATTN:  Legal Department

         If to Representative:      Quintelcomm, Inc.
                                    c/o Quintel Communications, Inc.
                                    One Blue Hill Plaza, Suite 500
                                    Pearl River, New York 10965
                                    ATTN:  Jeffery Schwartz

               With a copy to:      Geoffrey A. Bass, Esq.
                                    Feder, Kaszovitz, Isaacson, Weber, 
                                    Skala & Bass LLP
                                    750 Lexington Avenue
                                    New York, New York 10022-1200

17.      ARBITRATION

         Except for the right of either party to apply to a court of competent
         jurisdiction for a temporary restraining order, a preliminary
         injunction, or other equitable relief, any claim or controversy arising
         out of or related to this Agreement, shall be settled by binding
         arbitration administered by the American Arbitration Association under
         its Commercial Arbitration with the matter to be heard in Washington,
         D.C. The arbitration shall be conducted in accordance with the United
         States Arbitration Act (Title 9, U.S. Code) notwithstanding any choice
         of law provision in this Agreement. The parties agree that judgment
         upon the award rendered in such arbitration may be entered in and
         enforced by any court of competent jurisdiction. Each party shall bear
         the cost of preparing and presenting its case. The cost of the
         arbitration, including the fees and expenses of the arbitrator(s) will
         be shared equally by the parties.

         Each of the parties shall select one arbitrator; the party requesting
         arbitration shall name its arbitrator together with its notice
         demanding arbitration and the other party shall name its arbitrator
         within fifteen (15) days after the giving of such notice. If the second
         party fails to notify the first party of the appointment of its
         arbitrator within the time specified, 


                                       16
<PAGE>   17
         then the appointment of the second arbitrator shall be made in the same
         manner as provided for the appointment of a third arbitrator in a case
         where the two arbitrators appointed by the parties are unable to agree
         upon that appointment. The two arbitrators so chosen shall meet within
         ten (10) days after the second arbitrator is appointed and the two
         arbitrators shall together appoint a third arbitrator. If the two
         arbitrators are unable to agree upon that appointment within thirty
         (30) days after the appointment of the second arbitrator the third
         arbitrator shall be selected by the parties themselves if they can so
         agree within a further period of ten (10) days. If the parties do not
         so agree, then either party, on behalf of both and on notice to the
         other, may request such appointment by the American Arbitration
         Association (or successor organization) in accordance with its ten-
         prevailing rules or if the American Arbitration Association (or
         successor organization) shall fail to appoint the third arbitrator
         within twenty (20) days after the request is made, then either party
         may apply, on notice to the other, to a justice of the Supreme Court of
         the State of New York for the appointment of the third arbitrator. Each
         arbitrator chosen or appointed pursuant to this Article shall have at
         least ten (10) years experience in a calling connected with the
         dispute; and the third arbitrator shall be a disinterested person and
         an attorney admitted to the practice of law for not less than fifteen
         (15) years and experienced in business and financial transactions. The
         arbitrators' decision shall be in writing, and counterparts shall be
         delivered to the parties. The arbitrators shall have no power to modify
         the terms of this Agreement and their jurisdiction is expressly so
         limited.

18.      NO WAIVER

         The failure of either party to insist on the strict performance of any
         terms, covenants and conditions of this Agreement at any time, or in
         any one or more instances, or its failure to take advantage of any of
         its rights shall not be construed as a waiver or relinquishment of any
         such rights or conditions any time and shall in no way affect the
         continuance in full force and effect of all the provisions and
         conditions of this Agreement.

19.      SEVERABILITY

         If any term or provision of this Agreement or any exhibit is found to
         be invalid or unenforceable in any situation or jurisdiction, such
         determination shall not affect the validity or enforceability of the
         remaining terms and provisions hereof or the validity or enforceability
         of the offending term or provision in any other situation or in any
         other jurisdiction, and the remaining provisions of this Agreement and
         all exhibits shall remain in full force and effect.

20.      INTERPRETATION

         The parties have participated jointly in the negotiations and drafting
         of this Agreement. In the event an ambiguity or question of intent or
         interpretation arises, this Agreement shall be construed as if drafted
         jointly by the parties and no presumption or burden of 


                                       17
<PAGE>   18
         proof shall arise favoring or disfavoring any party by virtue of the
         authorship of any of the provisions of this Agreement.

21.      THIRD PARTY BENEFICIARY

         This Agreement confers no rights of any kind upon any third party.

22.      INDEPENDENT CONTRACTOR

         Representative is an independent contractor and not an agent or
         employee of Qwest. Representative has no authority to act for or on
         behalf of Qwest. Representative is not authorized to incur any
         obligation on behalf of Qwest or to bind Qwest in any manner
         whatsoever. Qwest shall incur no obligation to employees, contractors
         or other parties utilized by Representative in selling services to
         customers for Qwest. Such individuals shall at all times remain
         employees, agents or contractors of Representative.

23.      AUDIT

         Qwest shall provide reports regarding the customers obtained through
         Representative with respect to the following information:

         a.)      A residential Commission Summary Report containing billed
                  revenue information by ANI by service type on a monthly basis;

         b.)      A weekly report of all residential Customer Account Record
                  Exchange ("CARE") codes by ANI including the In-House
                  Disconnect Report (2200 Report); and

         c.)      A weekly First Call Report by ANI.

         The parties shall mutually agree in writing on any additional reports
         or information regarding Representative-sold Customers reasonably
         requested by Representative.

         Not more than twice annually and upon not less than fifteen (15) days
         written notice to the other party, Representative shall have the right
         to engage a certified public accounting firm or such other assistance,
         other than the assistance of a direct competitor, as it deems desirable
         to conduct an audit of all books and records of Qwest directly related
         to the calculation and/or payment of commissions hereunder by either,
         but excluding the call detail of Qwest customers and Qwest switch
         tapes. Either party may require any person or firm retained for this
         purpose to execute a nondisclosure agreement in favor of the other
         party. Such audit shall be conducted during regular business hours at
         Qwest's offices where such books and records are regularly maintained
         and shall be paid for by the requesting party. If the Audit discloses
         any overpayments of commissions by Qwest, Qwest will have the right to
         offset Representative commissions against any commissions due or owed.


                                       18
<PAGE>   19
         In the event that as a result of such audit, Representative alleges an
         underpayment to Representative of its commissions due hereunder,
         Representative shall have the right to appoint an independent firm of
         certified public accountants to examine such books and records, and in
         the event that such accountants and Qwest's firm of certified public
         accountants are unable to resolve the discrepancy within thirty (30)
         days thereafter, the two accounting firms shall appoint a third firm of
         certified public accountants to resolve the dispute and the decision of
         such third accounting firm shall be final and binding upon Qwest and
         Representative. Qwest shall forthwith pay to Representative the amount
         of any underpayment determined to be due to Representative, and
         Representative shall forthwith pay to Qwest the amount of any
         overpayment ultimately determined to be due to Qwest. The costs of the
         third accounting firm engaged pursuant to this paragraph shall be paid
         by Representative, unless it is ultimately determined that there has
         been an underpayment to Representative of its commissions, in which
         case Qwest shall pay the cost of the third accounting firm. In
         addition, if the underpayment is greater than five percent (5%) of the
         commission payment(s) to Representative in issue, Qwest shall pay the
         costs for Representative's first accounting firm.

24.      FORCE MAJEURE

         Neither Qwest nor Representative will be liable for loss or damage or
         deemed to be in breach of this Agreement if its failure to perform its
         obligations result from (a) compliance with any law, ruling, order,
         regulation, requirement of any federal, state or municipal government
         or department or agency thereof or court of competent jurisdiction; (b)
         acts of God; (c) acts or omissions of the other party; (d) fires,
         strikes, war, insurrection or riot; (e) or any other cause beyond its
         reasonable control. Any delay resulting therefrom will extend
         performance accordingly or excuse performance, in whole or in part, as
         may be reasonable.



                                       19
<PAGE>   20
25.      EFFECTIVE

         This Agreement shall become effective only upon approval and signature
         of an officer of Qwest.

26.      SURVIVAL

         The obligations set forth in the first two sentences of Section 3,
         Section 7, Section 12, Section 13, the last paragraph of Section 2 of
         Exhibit B and any other provision by its context that is intended to
         survive the termination or expiration of this Agreement, shall so
         survive.

IN WITNESS WHEREOF, the parties have executed this Agreement intending to be
legally bound.


QWEST COMMUNICATION SERVICES                  QUINTELCOMM, INC.


By:    /s/                                   By:      /s/ Jeffrey Schwartz
       ----------------------------                   -------------------------
Title:                                       Title:   Chairman            
       ----------------------------                   -------------------------
Date:                                        Date:    10/28/98            
       ----------------------------                   -------------------------



                                       20
<PAGE>   21
                                                                       EXHIBIT A

I.       Representative's nonexclusive territory ("Territory") shall be the
         contiguous forty-eight states of the Continental U.S. and Hawaii
         (excluding exchanges of members of the National Exchange Carrier
         Association, commonly known as "NECA", and the United States
         Independent Telephone Company organization, commonly known as
         "USINTELCO"). If Qwest offers other territories in the US to other
         residential sales representatives selling on a national basis, such
         other territories shall be added to Representative's territory
         hereunder.


II.      Services:

         1.       Q,Home
         2.       9(cent) per minute (interstate) 24 hours/7 days with $4.95 MRC
         3.       Difference Card and WorldCard Plus calling card
         4.       Home 800
         5.       Residential base international
         6.       Residential International Tell the World


III.     The services shall include substantially similar services of Qwest's
         affiliated corporations. All Services and rates will be provided in
         accordance with Qwest's tariffs and are subject to change in accordance
         with Section 1 of the Agreement. Day, Evening and Night/Weekend periods
         are as defined in Qwest's tariffs.



                                       21
<PAGE>   22
                                                                       EXHIBIT B

                                   COMMISSIONS

1.       INSTALLATION COMMISSION

         During the term of this Agreement, Qwest shall pay Representative
         {Confidential portion omitted and filed separately with the Commission}
         for each newly installed Customer for the Services in the Territory
         upon said Customer's first usage, provided said usage is within
         {Confidential portion omitted and filed separately with the Commission}
         from installation ("Installation Commission(s)"). "First usage" shall
         be defined as any activity on either Qwest's Dial One service or
         connected calling card service. "Newly installed customers" shall
         include Customers obtained by Representative hereunder who previously
         had Qwest or LCI residential service and disconnected that service but
         who were not previously obtained by Representative hereunder or under
         the LCI agreement. Neither Installation Commissions nor Usage
         Commissions shall be paid on LOAs or Verbal Authorizations submitted
         from customers who are existing Qwest or LCI residential customers,
         home 800 accounts or for any usage on a calling card service that is
         not a connected calling card service. "Connected calling card service"
         shall mean calling card service where there is at least one call made
         on "Dial One" service (sometimes called "PIC'd service") that is
         provided by Qwest in conjunction with the calling card. {Confidential
         portion omitted and filed separately with the Commission}.

2.       USAGE COMMISSION

         Subject to Section 2.a., Qwest shall pay Representative a commission on
         "Billed Revenue" for sales of the Services in the Territory pursuant to
         this Agreement ("Usage Commission(s)"). Usage Commissions shall be
         payable for "newly installed Customers" and for Customers originally
         obtained by Representative who disconnected and were resigned by Qwest
         by using a Representative-funded promotion.

                     BILLED REVENUE                         COMMISSION
                                                               RATE

         {Confidential portion omitted and filed separately with the Commission}

                                       22
<PAGE>   23
                                                                       EXHIBIT B


         Except as set forth in the following sentence, Usage Commissions shall
         be paid following termination or expiration of this Agreement for any
         reason until the date Usage Commissions equal or are less than
         {Confidential portion omitted and filed separately with the
         Commission}, for a consecutive two (2) month period, provided
         Representative does not knowingly, directly or indirectly, engage in a
         program to encourage or solicit Customers to discontinue using the
         Service. No commission shall be payable following the termination of
         this Agreement by Qwest in connection with Representative's failure to
         comply with any obligation under the first sentence of Section 3 of
         this Agreement.

         a.)      Qwest shall pay Usage Commissions based on interchange toll
                  billed by Qwest to Customers for the Services sold hereunder
                  including "Qwest Surcharges" and excluding taxes and "Mandated
                  Surcharges", less a percentage related to Qwest estimated
                  unbillables, uncollectables and LEC holdbacks ("Percent"),
                  which Percent is currently {Confidential portion omitted and
                  filed separately with the Commission} (referred to as "Billed
                  Revenue"). Mandated Surcharges shall mean government or LEC
                  mandated charges passed through by Qwest to the Customer
                  essentially without mark-up, including but not limited to
                  PIXIE charges and universal service funds charges. Qwest
                  Surcharges shall mean all surcharges other than Mandated
                  Surcharges. Qwest Surcharge and Mandated Surcharges may be
                  combined into one surcharge in a Customer's bill.

                  {Confidential portion omitted and filed separately with the
                  Commission}

         b.)      Qwest reserves the right to reduce from commissions any amount
                  due to Qwest by Representative under this Agreement.

         c.)      Customers and the associated "Billed Revenue" obtained by
                  Representative pursuant to the Residential Distributor Program
                  Agreement, ("LCI Agreement"), dated January 5, 1998, between
                  LCI International Telecom Corp. ("LCI") and Representative
                  shall be included as Billed Revenue hereunder for purposes of
                  paying Usage Commissions and calculating the Commission Rate.



                                       23
<PAGE>   24
                                                                       EXHIBIT B


3.       PAYMENT OF COMMISSIONS

         Installation Commissions will be paid by Qwest approximately fifteen
         (15) days following the availability of the first usage occurrence
         report (but in no event longer than thirty (30) days following the
         month of installation), as long as first usage occurs no later than one
         hundred twenty (180) days after install by Qwest. Usage Commissions
         will be paid by Qwest approximately forty-five (45) days following the
         end of the month in which the Billed Revenue is billed.

4.       REVENUE VOLUME COMMITMENTS

         Representative shall generate and maintain the following monthly
         Revenue (defined as Billed Revenue minus the Percent) within the
         applicable Measuring Periods:

{Confidential portion omitted and filed separately with the Commission}

         Average Revenue shall be determined at the end of each Measuring
Period.

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

QWEST COMMUNICATIONS SERVICES                        QUINTELCOMM, INC.

By: /s/                                       By:      /s/Jeffrey Schwartz  
  ------------------------                         -------------------------

Title:                                     Title:      Chairman             
  ------------------------                         -------------------------

Date:                                       Date:    10/28/98               
  ------------------------                         -------------------------



                                       24
<PAGE>   25
                                                                       EXHIBIT C

Inbound and outbound telemarketing ("Verbal Authorizations") and by obtaining
Customer-executed, written Primary Interchange Carrier ("PIC") change
authorizations in mutually agreed upon form ("LOA") through direct mail
campaigns all in accordance with the then applicable federal and state laws and
regulations regarding PIC change authorizations. Representative shall record all
Verbal Authorizations. Representative understands that Verbal Authorizations
obtained by outbound telemarketing and by inbound telemarketing in certain
states shall be subject to third party verification ("TPV") as described in
section 3 of this Agreement.



                                       25
<PAGE>   26
                                                                       EXHIBIT D
                                                               Page 1 of 4 Pages

               "QWEST'S POLICIES AND PROCEDURES REGARDING SLAMMING
                                   PREVENTION"

             ADVISORY TO ALL REPRESENTATIVES SELLING QWEST SERVICES:

All Representatives/Distributors selling Qwest's long distance service must
carefully read the contents of this document. It will explain Qwest's policies
and procedures for the sale of Qwest long distance services. The purpose of this
document is to explain what can cause unauthorized switching of a customer, the
importance of preventing such switching, and the seriousness of the matter to
Qwest, its authorized Representatives, and their independent distributors. This
document includes an "Acknowledgment" that must be read, signed, and returned to
the Representative/Distributor by each individual selling Qwest services.
Representatives/Distributors must make a signed copy of this document available
to Qwest, upon request.

A.       COMMON CAUSES OF SLAMMING:

-        Incorrect telephone number on submitted LOAs - means that incorrect
         telephone number is switched without the customer's written consent.

-        The submitted LOA is illegible and directly causes the person that keys
         the order into the system to enter the wrong name and/or phone number.

-        The person who "authorized" switching carriers really didn't have the
         authority to make the switch. Sometimes receptionists, secretaries or
         assistants authorize a switch to qualify for some sort of premium or
         other inducement.

-        A simple misunderstanding when one partner doesn't tell the other
         partner about selecting a new long distance service. This is especially
         true when it is the other person who reviews or pays the bills. The
         bill-paying partner sees a new long distance carrier name and thinks
         something is wrong. Please ask your customers to inform the appropriate
         persons about changing long distance carriers.

-        Signing someone up just to "get the sale" or reach a qualification or
         commission level.

-        Signing someone up, without the customer's knowledge, as a result of
         spending a lot of time with a decision-maker and assuming that the
         person would be satisfied with Qwest service.

B.       EFFECTS OF SLAMMING:

-        It is illegal and will not be tolerated by Qwest!

-        Creates a bad image and adversely affects Qwest's and the Sales
         Agent/Distributor's reputation.

-        Takes time to investigate and correct.

-        If we can get information verified (correct), it will save on:

         1.   Order rejects

         2.   Returned mail

         3.   Time to process valid and accurate orders.



                                       26
<PAGE>   27
                                                                       EXHIBIT D
                                                               Page 2 of 4 Pages

-        Frustrating experience for the company that was slammed.

-        Usually the local telephone company levies a charge to make the initial
         switch to Qwest and then charges again to switch the affected customer
         back to the original long distance company. Qwest and then the
         distributor and its sales agents are billed for these costs. These
         Qwest charges will probably be billed by distributors to their sales
         agent. This leads to serious consequences for the agent, including
         termination of the sales agent relationship with Qwest.

QWEST AS WELL AS FEDERAL, STATE, AND LOCAL REGULATORY AGENCIES VIEW "SLAMMING"
AS A VERY SERIOUS PROBLEM.  THE FCC CAN IMPOSE SIGNIFICANT FINES ON A PER
VIOLATION BASIS.

C.       HOW CAN A REPRESENTATIVE/DISTRIBUTOR PROTECT AGAINST SLAMMING:

-        You are strongly encouraged to verify information against each new
         customer's actual telephone bill for each LOA.

-        The person signing the LOA should be a person with authority to act on
         behalf of the company or the person whose name appears on the telephone
         bill. It is essential that the person signing the LOA has authority to
         change long distance carriers. Note that children, roommates,
         receptionists, secretaries and assistants typically do not have the
         authority to change long distance carriers for an individual or a
         company. If the person signing the LOA is different from the person
         with the actual authority to do so, you should attempt to contact the
         other person. While this policy might jeopardize some sales orders, it
         should give you a chance to retain sales by demonstrating your concern
         and professionalism.

-        Take your time. Review the LOA for accuracy and legibility, especially
         the telephone number. Confirm the person's telephone number.

-        NEVER sign someone else's name on an LOA or any other document!

-        Don't force a sale that is not there.



                                       27
<PAGE>   28
                                                                       EXHIBIT D
                                                               Page 3 of 4 Pages

ACKNOWLEDGMENT

This will verify that I have received, read, understand, and will comply with
the document entitled "QWEST'S POLICIES AND PROCEDURES REGARDING SLAMMING
PREVENTION". I fully understand and appreciate my obligations as a Qwest sales
agent OR INDEPENDENT CONTRACTOR not to engage in or facilitate the practice of
"slamming" customers. I understand that Qwest will not tolerate further
occurrences of "slamming", and that Qwest will take whatever actions are
necessary to protect against slamming including, without limitation, termination
of the sales agent relationship and enforcement of all applicable legal rights
and remedies.


/s/Jeffrey Schwartz
------------------------------------------------------
Signature of Representative Selling Qwest Long Distance

Date     10/28/98                                
         ---------------------

/s/Jeffrey Schwartz                     
------------------------------------------------------
Print Name

Home Phone Number                             
                  ----------------------------

/s/Quintel Communications                   
------------------------------------------------------
Print Name of Company

Channel Code                               
             ------------------

Organization Code                        
                 -------------



                                       28
<PAGE>   29
                                                                       EXHIBIT D
                                                               Page 4 of 4 Pages


                          ACKNOWLEDGMENT BY SALES AGENT

This will verify that on behalf of Quintel Communications, I have received,
read, understand, and will distribute the document entitled "QWEST'S POLICIES
AND PROCEDURES REGARDING SLAMMING PREVENTION" to the individuals responsible for
selling Qwest International Long Distance Service. We fully understand and
appreciate our obligations as a Qwest sales agent not to engage in or facilitate
the practice of "slamming" customers. We understand that Qwest will not tolerate
further occurrences of "slamming", and that Qwest will take whatever actions are
necessary to protect against slamming including, without limitation, termination
of the sales agent relationship and enforcement of all applicable legal rights
and remedies.


/s/Jeffrey Schwartz                                        Date      10/28/98  
---------------------------------------------                        ---------
Signature of Representative

/s/Jeffrey Schwartz                                    
---------------------------------------------
Print Name

Business Phone Number                            
                     ------------------------

/s/Quintel Communications                           
---------------------------------------------
Print Name of Company

Channel Code                                             
            ---------------------------------

Organization Code                                      
            ---------------------------------




                                       29
<PAGE>   30
                                                                       EXHIBIT E


                           MINIMUM COMPUTER EQUIPMENT

I.       The following IBM compatible equipment shall be used by Representative
         for the purpose of account information and the electronic transfer of
         LOAs to Qwest. All reporting to the Representative by Qwest shall be
         done via electronic files.

         A.       Hardware

                  1.       PC Compatible with a Pentium 100+ MHz, recommended;
                           486 66 MHz, minimum 

                  2.       16 Meg of RAM on board, minimum

                  3.       520 MB IDE Hard Drive, minimum

                  4.       28.8 internal/external FAX modem, recommended; 14.4
                           minimum

                  5.       VGA color Monitor, minimum

                  6.       101 keyboard style

                  7.       A working printer for reports. A wide carriage type
                           (EPSON FX) is preferred but not necessary.

         B.       Software

                  1.       DOS 6.20 or better

                  2.       Windows 3.11 for work groups (Windows 95 is also
                           supported)

                  3.       Communications package (Quicklink or PROCOMM PLUS is
                           preferred, but not necessary.) 

                  4.       Microsoft Office (Optional)

                  5.       Microsoft Access, Version 2.0 (Office 97 version not
                           supported) if using current versions of Qwest
                           provided data entry software. 

                  6.       Microsoft Internet Explorer (most recent version),
                           recommended; Netscape, optional

                  7.       Wildcat browser - Qwest provided

II.      Distributor may use its own or other programs for electronic submission
         of LOAs, as long as files meet Qwest file type and layout requirements.

III.     The above listing is a minimum guideline and is subject to change by
         Qwest. Qwest should be contacted prior to any purchases of equipment or
         software for confirmation of latest standards.

IV. Qwest does not currently support an Apple/Macintosh or UNIX environment.


                                       30
<PAGE>   31
                                                                       EXHIBIT F
                                                               Page 1 of 3 Pages

                                 AMENDMENT NO. 1

This Amendment, effective as of September 1, 1998, amends the amended
Residential Distributor Program Agreement, dated September 1, 1998
("Agreement"), by and between LCI International Telecom Corp., d.b.a. Qwest
Communications Services ("Qwest") and Quintelcomm, Inc. ("Representative").

1.       The Agreement is hereby amended as follows:

         A.       During the term of the Agreement, Representative shall,
                  working in cooperation with {Confidential portion omitted and
                  filed separately with the Commission} offer a program known as
                  "Fly Free America", whereby newly acquired Qwest customers
                  receive a pair of free airline ticket vouchers after being a
                  PIC'd Qwest customer for 60 consecutive days and a second pair
                  of free airline ticket vouchers after being a PIC'd Qwest
                  customer for 240 consecutive days. The airline tickets must be
                  used in conjunction with the "Fly Free America" program. The
                  vouchers shall be redeemable for domestic departure to 31
                  resort destinations through major U.S. airlines including
                  Continental, United, Delta, U.S. Airways, Hawaiian Airlines,
                  Alaska Airlines and other mutually agreed upon airlines, with
                  blackout periods no more than 10% of the calendar year. The
                  cost of the vouchers, TPV, IVR and fulfillment expenses shall
                  be Representative's responsibility. The foregoing shall be
                  referred to as the "Airline Program".

                  Representative shall provide an inbound toll free number for
                  use by customers in obtaining responses to customer's
                  questions. The Airline Program is separate and distinct from
                  other promotional programs previously authorized by Qwest
                  including but not limited to astrological promotions.

         B.       Representative shall not market a program similar to the
                  Airline Program on behalf of any competitor of Qwest provided
                  that:

                  1.)      Qwest accepts all customer volume generated by the
                           Airline Program through March 1, 1999 ("Test Period")
                           and,

                  2.)      Qwest may modify or terminate the Airline Program
                           upon 60 days prior written notice to Representative,
                           with any such termination or modification being
                           effective no earlier than March 1, 1999, but any such
                           modification may be limited to a reduction of the
                           number of customers Qwest is required to accept
                           provided that such acceptance rate may not be less
                           than the previous quarter's average monthly sales
                           rate, and


                                       31


<PAGE>   32
                                                                       EXHIBIT F
                                                               Page 2 of 3 Pages


                  3.)      Notwithstanding Section 3 of the Agreement, Qwest
                           understands that Representative's arrangement
                           regarding the marketing of the "Fly Free America"
                           Airline Program for long distance services is not
                           exclusive with respect to print or point of purchase
                           advertising, and that Representative will receive
                           revenue in connection with print or point of purchase
                           marketing of long distance service using programs
                           similar to the "Fly Free America" Airline Program.

         C.       During the Test Period Quest shall not solicit any current or
                  new third party sales representative to offer a program
                  similar to the Airline Program. Until September, 1, 1999,
                  Qwest will not enter into a third party sales representative
                  contract with any person or entity whose primary offer is a
                  program similar to the Airline Program. Any existing third
                  party sales representative of Qwest may utilize a program
                  similar to the Airline Program as long as Qwest has complied
                  with the first sentence of this Paragraph 1.C.

         D.       The parties shall review the success of the Airline Program in
                  January, 1999, including consideration by Qwest of paying an
                  "up-front" commission.

         E.       Representative shall provide Qwest with a rolling day forecast
                  of sales for the Airline Program.

         F.       No other promotions shall be used by Representative to market
                  Qwest Services under the Airline Program (other than the free
                  airline vouchers described in Paragraph 1.A. hereof).

         G.       Upon termination of the Airline Program pursuant to Section
                  B.2. hereof, Representative may market a program similar to
                  the Airline Program on behalf of a competitor of Qwest to any
                  Cell disapproved by LCI or to any "excess" customers pursuant
                  to Section 15 of this Agreement.

         H.       Notwithstanding Sections 1 and 2 of Exhibit B of the
                  Agreement, Qwest shall pay Representative as follows for
                  customers obtained pursuant to this Amendment:

                  1.)      {Confidential portion omitted and filed separately
                           with the Commission} for each Qwest customer whose
                           long distance service is confirmed by the LEC as
                           switched to Qwest, and



                                       32
<PAGE>   33
                                                                       EXHIBIT F
                                                               Page 3 of 3 Pages


                  2.)      {Confidential portion omitted and filed separately
                           with the Commission} of the Billed Revenue for such
                           customers (including Qwest Surcharges and excluding
                           taxes and Mandated Surcharges, less the percentage
                           related to Qwest estimated unbillables,
                           uncollectibles and LEC hold backs described in
                           Section 2.A. of Exhibit B of this Agreement).

         I.       All capitalized terms not defined herein shall be as defined
                  in the Agreement.

II. All other terms and conditions of the Agreement remain unchanged.

QWEST COMMUNICATIONS SERVICES

By:                                                       
   --------------------------------

-----------------------------------
(Print Name and Title)

QUINTELCOMM, INC.

By:      /s/Jeffrey Schwartz                   
         --------------------------

 Jeffrey Schwartz, Chairman                
 ----------------------------------                
(Print Name and Title)



                                       33
<PAGE>   34
                                                                       EXHIBIT G

                                 AMENDMENT NO. 2

This Agreement amends the Residential Distributor Program Agreement, dated
September 1, 1998 ("Agreement"), by and between LCI International Telecom Corp.,
d.b.a. Qwest Communications Services ("Qwest") and Quintelcomm, Inc.
("Representative").

I.       The Agreement is hereby amended as follows:

         A.       This Amendment shall be effective for August, September and
                  October 1998 only. Representative shall obtain at least
                  {Confidential portion omitted and filed separately with the
                  Commission}. The commissions due as a result of the first
                  usage for the {Confidential  portion omitted and filed
                  separately with the Commission}such Customers each month shall
                  be as set forth in the Agreement. The commissions due as a
                  result of the first usage for the next {Confidential portion
                  omitted and filed separately with the Commission} Commission
                  payments under this Amendment may be made based on good faith
                  estimates by Qwest. A "true up" shall be performed when
                  adequate and accurate reporting is available and additional
                  payments or chargebacks, as applicable, shall be made.

                  After obtaining at least {Confidential portion omitted and
                  filed separately with the Commission} installed Customers in
                  any month, Representative may, following written notice to
                  Qwest, accelerate the start of obtaining the "second"
                  {Confidential portion omitted and filed separately with the
                  Commission} installed Customers, that would otherwise begin in
                  the following month.

         B.       All capitalized terms not defined in the Amendment shall be as
                  defined in the Agreement.

II. All other terms and conditions of the Agreement remain unchanged.

QWEST COMMUNICATIONS SERVICES

By:                                                  Date        
   -----------------------------                           -------------------

--------------------------------
(Print Name and Title)

QUINTELCOMM, INC.

By:      /s/ Jeffrey Schwartz                        Date      10/28/98  
         -----------------------                          --------------------

 Jeffrey Schwartz, Chairman                
----- --------------------------                
(Print Name and Title)



                                       34
<PAGE>   35
                                                                       EXHIBIT H

                            CONFIDENTIALITY AGREEMENT

This is a Confidentiality Agreement dated September, 1998, between LCI
International Telecom Corp., d.b.a. Qwest Communications Services and
Quintelcomm, Inc.

The parties to this Confidentiality Agreement have agreed to the following terms
governing the confidentiality of certain information to be exchanged between the
parties:

DEFINITIONS

A.       For the purposes of this Confidentiality Agreement, "Confidential
         Information" means all information in whatever form transmitted
         relating to the past, present, or future business affairs, including
         without limitation, research, all Qwest customer information,
         development, or business plans, operations or systems, of either party
         or a third party whose information either party has in its possession
         under obligations of confidentiality, which (i) is disclosed by either
         party or its affiliates, or (ii) is produced or developed during the
         working relationship between the parties and which could, if disclosed,
         result in competitive harm to either party. Confidential Information
         shall also include the terms and conditions of the Residential
         Distributor Program Agreement dated September 1, 1998, between the
         parties hereto ("Representative Agreement").

         Confidential Information shall not include any information of either
         party that (i) is already known to the other party at the time of its
         disclosure; (ii) is or becomes publicly known through no wrongful act
         of either party; (iii) is communicated to a third party (other than a
         "third party verifier" with express written consent of the
         nondisclosing party; (iv) is lawfully required to be disclosed by law,
         provided that before making such disclosure the disclosing party shall
         promptly give the nondisclosing party written notice and an adequate
         opportunity to raise an objection or take action to assure confidential
         handling of such information.

B.       The term "affiliate" shall mean any person or entity controlling,
         controlled by or under common control with a party.

USE OF INFORMATION

The parties hereto mutually agree to:

A.       Use the Confidential Information solely for the performance of their
         respective obligations under the Representative Agreement and shall not
         use the Confidential Information for any other reason whatsoever.



                                       35
<PAGE>   36
                                                                       EXHIBIT H


B.       As long as the Confidential Information is confidential, neither party
         shall disclose any Confidential Information it receives from the other
         party to any person or entity except employees of the parties and its
         affiliates who have a need to know and who have been informed of the
         other party's obligations under this Confidentiality Agreement. The
         parties shall use not less than the same degree of care to avoid
         disclosure of such Confidential Information as each party uses for its
         own confidential information of like importance and, at a minimum,
         shall exercise reasonable care.

OWNERSHIP

All Confidential Information disclosed by either party under this
Confidentiality Agreement in tangible form (including, without limitation,
information incorporated in computer software or held in electronic storage
media) shall be and remain property of the disclosing party.

All such Confidential Information shall be returned to the disclosing party
promptly upon written request and shall not be retained in any form by the other
party. The rights and obligations of the parties under this Confidentiality
Agreement shall survive any such return of Confidentiality Information.

TERMINATION

In the event of termination of the Representative Agreement, all rights and
obligations under this Agreement shall survive with respect to Confidential
Information disclosed prior to such termination.

LIABILITY

A.       The parties acknowledge that Confidential Information is valuable and
         unique and that disclosure will result in irreparable injury to the
         disclosing party. Accordingly, the parties agree that in the event of a
         breach or threatened breach of the terms of this Confidentiality
         Agreement, the disclosing party shall be entitled to an injunction in
         addition to and not in lieu of any other legal or equitable relief
         including money damages.

B.       Neither party shall in any way or in any form disclose, publicize or
         advertise in any manner the discussions that are the reasons for this
         Confidentiality Agreement or the discussions or negotiations covered by
         this Confidentiality Agreement without prior written consent of the
         other party.



                                       36
<PAGE>   37
                                                                       EXHIBIT H

C.       The disclosing party shall not have any liability or responsibility for
         errors or omissions in any Confidential Information disclosed under
         this Confidentiality Agreement or for any business decisions under this
         Confidentiality Agreement.

COMPLETE AGREEMENT; AMENDMENTS; GOVERNING LAW

This Confidentiality Agreement (i) is the complete agreement of the parties
concerning this subject matter and supersedes any prior such agreements; (ii)
may not be amended except in writing signed by both parties; (iii) shall be
governed by and construed in accordance with the laws of the State of New York
without regard to its choice of law provisions; and (iv) is executed by
authorized representatives of each party.

QWEST COMMUNICATIONS SERVICES

By                                                   
  ----------------------------
Title                                                
     -------------------------

QUINTELCOMM, INC.

By       /s/ Jeffrey Schwartz            
  ----------------------------
Title    Chairman                            
     -------------------------

                                       37