<PAGE>   1
                                                                EXHIBIT 10.96

                USLD PAY PHONE COMMUNICATIONS SERVICES AGREEMENT
                ------------------------------------------------

       It is agreed ("Agreement"), on the date of execution by USLD below
("Effective Date"), by and between Qwest Communications Corporation, a Delaware
corporation ("QWEST"), USLD Communications, Inc., a Texas corporation ("USLD"),
with offices at 9311 San Pedro, Suite 100, San Antonio, Texas 78216
(collectively referred to as "Companies"), and PhoneTel Technologies. Inc..
whose address is 1001 Lakeside Avenue, 7"' Floor, , Cleveland, Ohio 44114
("Subscriber"), as follows:

       Subscriber owns or operates pay phones. Companies provide long distance,
operator, customer owned coin operated telephone ("COCOT") access service
("CAS") and other communications services under the QWEST and USLD brands.
Subscriber desires to utilize such services and appoints the Companies as its
agents in matters pertaining to the communications services indicated herein
("Services"). Subscriber authorizes the Companies to issue necessary orders and
coordinate matters relating to the Services. Subscriber acknowledges that, upon
implementation of Services hereunder, each Service will be provided by the
company specified below. If, during the Term of this Agreement, a different
entity begins providing any such Service, the Companies agree to provide notice
to Subscriber, and such Services shall be performed in accordance with this
Agreement. Such notice may include a notation or logo on the bill or commission
statement associated with such Services. Notwithstanding the immediately
preceding sentence, any failure by the Companies to provide such notice shall
not be construed to be a breach of this Agreement and the Companies shall have
no liability to Subscriber. except to the extent that Subscriber is directly and
actually prejudiced by such lack of notice. Subscriber may, at any time, make a
request to Companies for confirmation of the entity providing such Service.

                                   ARTICLE I
                                   ---------
                                   SERVICES
                                   --------

       The Companies shall arrange or provide the following Services (indicate
by checking all applicable boxes) where such Services are offered by the
Companies and when such Services originate on pay phones lines identified by
Subscriber in writing or by electronic media in a format acceptable to Companies
("identified lines" or "ANIs"):

Yes No

[X]  [  ]     1.1. QWEST DIRECT DIAL (1+) SERVICES. Subscriber selects QWEST as
              its direct dial provider on the identified lines. For rates and
              other terms, please see Attachment "A" and Schedule "1" to
              Attachment "A", if applicable.

[X]  [  ]     1.2. QWEST COCOT ACCESS SERVICES. Subscriber shall exclusively use
              QWEST for CAS on the identified lines. QWEST agrees to resell the
              incumbent local exchange carriers' ("ILEC") dial tone on the terms
              and conditions contained in Attachment "B", if applicable.

[X]  [  ]     1.3. USLD ZERO MINUS (0-/00-) AND ZERO PLUS (0+) CALLS. Subscriber
              selects USLD as its operator services provider during the Term of
              this Agreement. For compensation and other terms, please see
              Attachment "C", if applicable.

[X]  [  ]     1.4. USLD INTERNATIONAL OPERATOR SERVICES. Subscriber hereby
              requests that USLD provide international operator long distance
              services ("International Services") for the identified lines. For
              compensation and other terms, please see Attachment "D". if
              applicable.

[X]  [  ]     1.5. USLD REPAIR AND REFUND OPERATOR SERVICES. Subscriber and USLD
              agree that USLD will provide operators and origination network to
              USLD operator centers for repair and refund services from


                                    Page 1
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              the identified lines. USLD will provide one such call per
              calendar month, per phone free of charge as long as USLD provides
              the Zero Minus and Zero Plus Calls (paragraph 1.3. above) to the
              identified lines. Otherwise, Subscriber agrees to reimburse USLD
              for all such calls at a rate of _____ per call. Subscriber hereby
              requests that USLD provide information on such requests by [X]
              electronic bulletin board service, [ ] auto facsimile to  
              (___)___- ____ three (3) times per week, or [ ] mail to the
              address above once per week. Notwithstanding the foregoing, if
              Subscriber elects to receive weekly funding of any payments
              from USLD, Subscriber automatically changes its information
              source to the electronic bulletin board service.

[ ] [X]       1.6. USLD RESOLUTION SERVICES. Subscriber and USLD agree that 
              USLD shall arrange resolution services for refund calls in the
              following manner: [ ] check writing, [ ] instant LEC credit, or   
              [ ] call completion. Subscriber agrees to pay for all such
              Services according to Tariffs and Attachment "E". if applicable.

                                   ARTICLE 2
                                   ---------
                                     RATES
                                     -----

       2.1. TARIFFED SERVICES AND RATES. Companies provide communications
services pursuant to various tariffs, including without limitation USLD Tariff
F.C.C. No. 1 and 3, QWEST Tariff F.C.C. No. 2 and 3, and other federal tariffs
as well as applicable state tariffs (collectively. "Tariff(s)"), which are on
file with the Federal Communications Commission and applicable state regulatory
bodies, and which may be modified from time to time by the Companies in
accordance with law and thereby affect the services and rates furnished
Subscriber. The Companies agree to comply with the terms of their respective
then effective tariffs. The rates to be charged by Companies and additional
terms for the Services ordered above are more fully detailed in the attachments
and Tariffs, each of which are incorporated into and made a part of this
Agreement ("Rates"). Companies reserve the right to eliminate any service
offerings or modify any charges for service offerings. without notice to
Subscriber or end-users, at any time.

       2.2. FRAUD AND BAD DEBT. Companies accept no responsibility for fraud.
Subscriber is fully responsible for fraud. Companies assume no responsibility
for bad debt on CAS and direct dial calls. Subscriber is fully responsible for
bad debt on all CAS and direct dial calls. Additionally, any commissions payable
to Subscriber are subject to a percentage deduction ("Bad Debt Deduction") for
any write-offs on billings. The Bad Debt Deduction includes, without limitation,
LEC standard bad debt deductions for unbillable and uncollectible calls.
Subscriber is responsible for credits and adjustments granted to billed parties
upon request and rating changes required for billings.

    The Bad Debt Deduction will be calculated in one of the following ays:

                  Commission and PIF or     Gross Billable Revenue

                       [x]                       [ ]
                       [ ]                       [ ]

    
2.3.     [Intentionally left blank]

                                                                          Page 2
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                                   ARTICLE 3
                                   ---------
                           OBLIGATIONS OF SUBSCRIBER
                           -------------------------


     3.1. SUBSCRIBER'S INFORMATION. Subscriber is a [X] Corporation, [ ]        
Partnership, [ ] Sole Proprietorship with a Federal EIN or SSN of 34-146-21-98.
If Subscriber is a corporation or partnership, it is duly organized and in good
standing under the laws of Ohio. Subscriber represents that the address listed
above is its principal office (as filed with governmental authorities), the     
telephone number is (216) 241-2555. and the facsimile number is (216) 241-2574.

     3.2. SUBSCRIBER'S OBLIGATIONS.

         a. Subscriber represents and warrants that it is now and agrees and
covenants that it will remain in compliance with all laws, rules, and
regulations relating to Subscriber's obligations in conjunction with this
Agreement, including without limitation, provision of information to end-users
regarding such Services and provision methods for the caller to use alternative
carriers as set forth herein.

         b. Subscriber is solely responsible for ensuring that its pay phones
are correctly programmed and labeled.

         c. Subscriber shall provide Companies, in a form and media mutually
acceptable to Companies. all information and data required by Companies to
provide Services for each location. All pay phones submitted by Subscriber are
subject to approval and acceptance by Companies.

         d. During the term of this Agreement, Subscriber agrees to provide to
the Companies: i) at least 40,000 interstate calls per month (the "Monthly
Interstate Commitment"; and ii) at least 2,400,000 calls (including interstate
calls) during the term of this Agreement (the "Term Commitment"). In the event
that Subscriber does not satisfy the Monthly Interstate Commitment for any month
of this Agreement, then Subscriber shall be deemed to have committed a "Monthly
Commitment Breach". In the event that Subscriber does not satisfy the Term
Commitment by the expiration of the Initial Term, then this Agreement shall be
automatically extended for a period that will end at the earlier of: i) that
date which is six (6) months after the expiration of the Initial Term; and ii)
that date on which the Term Commitment has been satisfied, (such period
sometimes hereinafter the "Extension Term"). If at the expiration of the
Extension Term, Subscriber has not satisfied the Term Commitment then Subscriber
shall be deemed to have committed a "Term Commitment Breach", PROVIDED HOWEVER
THAT IF SUBSCRIBER SHALL HAVE TERMINATED THIS AGREEMENT PURSUANT TO SECTION 4.7
AND THE EFFECTIVE DATE OF SUCH TERMINATION IS PRIOR TO THE EXPIRATION OF EITHER
THE INITIAL TERM OR THE EXTENSION TERM, THEN NO TERM COMMITMENT BREACH SHALL BE
DEEMED TO HAVE OCCURED. In the event this Agreement is terminated pursuant to
Section 4.7, then Subscriber shall have no obligation to satisfy any Monthly
Interstate Commitment that would, but for such termination, arise after the
effective date of such termination.

         e. If, with respect to any one or more months during the term of this
Agreement, Subscriber is deemed to have committed a Monthly Commitment Breach,
then for each such month for which a Monthly Commitment Breach occurs,
Subscriber shall pay to the Companies, within thirty (30) days of invoice, an
amount equal to the product that results by multiplying (x) the difference
between 40,000 and the actual number of interstate calls provided by Subscriber
to the Companies during such month and (y)

         f. If, during the term of this Agreement, a Monthly Commitment Breach
occurs for any three (3) consecutive months, then each of the percentage rates
set forth in Schedule 1 to Attachment C shall be immediately decreased by five
(5) percentage points for the remainder of the term of this Agreement.

     3.3. PAYMENT OF INVOICE. Subscriber agrees to pay Companies or its
affiliates within thirty (30) days of the invoice date for all Services provided
to or on behalf of Subscriber. Any applicable federal, state, or local use,

                                                                         Page 3
<PAGE>   4

excise, sale or privilege taxes, duties or similar liabilities, chargeable to or
against Companies because of the Services provided to Subscriber as well as any
disbursements or expenses under paragraphs 1.5 and 1.6 above shall also be
charged to and be payable by Subscriber. Companies may offset any amounts
otherwise due Subscriber under this Agreement or any other agreement between
Subscriber and Companies or their affiliates against any other amounts owed
Companies by Subscriber under this Agreement or any other agreement between
Subscriber and Companies or their affiliates. Any payment received by Companies
later than thirty (30) days after the invoice date shall be subject to an
interest charge on delinquent amounts at the rate of one and one-half percent
(1.50%) of the late payment per month or the maximum rate allowable by law,
whichever is lower. In the event Subscriber disputes any portion of an invoice
or commission statement, Subscriber agrees to send its written dispute, with
supporting information, along with its full payment of the invoice, to Companies
prior to the invoice due date. Companies will promptly notify Subscriber if
additional information is required to evaluate the dispute and will post any
correcting entries at the conclusion of its review of the dispute. Subscriber
waives any dispute not properly made within ninety (90) days of the invoice or
commission statement date. If full payment is not made when due, and remains
unpaid for five (5) business days after notice of such fact to Subscriber,
Companies may. and Subscriber specifically agrees that Companies may, at any
time. and without further notice to Subscriber and without any notice to
Subscriber's end-users, discontinue providing services to Subscriber and that
such discontinuance may result in termination of service to such end-user.

                                   ARTICLE 4
                                   ---------
                              TERM AND TERMINATION
                              --------------------

         4.1. This Agreement shall commence on the Effective Date and remain in
full force and effect through November 30, 1999 unless terminated as provided
herein ("Initial Term"). Nothing contained herein, however. shall modify or be
deemed to modify Companies' right to terminate this Agreement under the Tariffs.

         4.2. If Subscriber is deemed to have committed a Term Commitment
Breach, then Subscriber agrees to pay the Commitment Shortfall Damages (as
hereinafter defined) to the Companies as liquidated damages, within five (5)
business days of the expiration of the Extension Term. The term "Commitment
Shortfall Damages" shall mean the amount determined by multiplying (x) the
difference between the Term Commitment and the actual number of calls (including
interstate calls) provided by Subscriber to the Companies during the Initial
Term and the Extension Term, and (y)

         4.3. Unless either party shall notify the other party in writing at
least thirty (30) days prior to the expiration of the Initial Term, or the
Extension Term if applicable, of its intent not to renew this Agreement, this
Agreement shall renew automatically on a month-to-month basis upon the same
terms and conditions set forth herein. After the Initial Term, or the Extension
Term as the case may be, either party may elect to terminate this Agreement upon
thirty (30) days prior written notice.

         4.4. If either party defaults in the performance of any of its duties
or obligations under this Agreement (excluding a default in payments to be made
which will be governed by other provisions), which default is not substantially
cured within thirty (30) days after written notice is given to the defaulting
party specifying the default or with respect to those defaults that cannot be
cured, then the non-defaulting party may, by giving written notice thereof to
the defaulting party, terminate this Agreement as of the date of the termination
notice or as of a future date specified in such notice of termination.

         4.5. Either party may terminate this Agreement immediately if the other
party becomes or is declared insolvent or bankrupt, is the subject of any
proceedings related to its liquidation, insolvency or for the appointment of a
receiver or similar officer, makes an assignment for the benefit of all or
substantially all of its creditors.

         4.6. Upon termination of this Agreement by Companies with cause,
Subscriber shall be fully subject to all terms and conditions, including
standard tariffed rates, set forth in the Tariffs for Companies' Services
received

                                                                         Page 4


<PAGE>   5

by Subscriber after such date. In addition, Subscriber represents. warrants, and
covenants that it understands that Companies may, and Subscriber specifically
agrees that Companies may, at any time, and without notice to Subscriber's
end-users, discontinue providing Companies' Services to Subscriber and that such
discontinuance may result in termination of Service to such end-user.

         4.7. In the event that there is a Subscriber Change of Control (as
hereinafter defined), then Subscriber may, within a period of one hundred twenty
(120) days after the Subscriber Change of Control, upon ninety (90) days prior
written notice, terminate this Agreement. A "Subscriber Change of Control" shall
be deemed to occur, if at all, on the earlier of the date on which: i) any
person or entity, who as of the date hereof owns less than ten percent (10%) of
the outstanding common stock of Subscriber, acquires more than twenty-five
percent (25%) of the outstanding common stock of Subscriber; or ii) the majority
of the board of directors of Subscriber as of the date hereof cease to remain as
members of the board of directors of Subscriber.


                                   ARTICLE 5
                                   ---------
                            MISCELLANEOUS PROVISIONS
                            ------------------------

         5.1. FORCE MAJEURE. Each party shall be excused from performance under
this Agreement for any period, and the time of any performance shall be
extended, to the extent reasonably necessary under the circumstances if such
party is prevented from performing, in whole or in part. its obligations under
this Agreement as a result of acts or omissions by a third party or any act of
God. any outbreak or escalation of hostilities, war, civil disturbance, court or
regulatory order, cable cut, labor dispute. LEC or the nonperformance of any
third party service or billing provider or any other cause beyond such party's
reasonable control. Such nonperformance on the part of either party shall not be
considered a default under this Agreement or a ground for termination of this
Agreement, provided that the party whose performance has been excused performs
such obligation as soon as is reasonably practicable after the termination or
cessation of such event or circumstance.

         5.2. ASSIGNMENT. Neither party may assign this Agreement or any of its
rights hereunder without the prior written consent of the other party, which
will not be unreasonably withheld. Notwithstanding the foregoing, either party
shall be entitled to assign the benefits hereunder. with notice, as collateral
for the benefit of its creditors.


         5.3. LIMITATION OF LIABILITY. Other than as set forth in the Tariffs
and any obligation Companies have to pay Subscriber commissions hereunder, IN NO
EVENT SHALL COMPANIES OR THEIR AFFILIATES BE LIABLE TO SUBSCRIBER OR ANY OTHER
PERSON, FIRM OR ENTITY IN ANY OTHER RESPECT, FOR DAMAGES, EITHER DIRECT,
INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, PUNITIVE, OR OTHERWISE, OR
FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF ANY
MISTAKE, ACCIDENT, ERROR, OMISSION, INTERRUPTION, OR DEFECT IN TRANSMISSION, OR
DELAY ARISING OUT OF OR RELATING TO THE SERVICES OR THE OBLIGATIONS OF COMPANIES
PURSUANT TO THIS AGREEMENT AND ANY EXHIBITS, ATTACHMENTS OR SCHEDULES HERETO
INCLUDING, WITHOUT LIMITATION, ANY FAILURE TO PROVIDE TIMELY OR ACCURATE BILLING
SERVICES, OR ANY FAILURE TO TIMELY OR ACCURATELY PROVISION OR INSTALL ANY
PORTION OF THE SERVICES, OR CONDITIONS WHICH MAY RESULT FROM ACTIONS BY
REGULATORY OR JUDICIAL AUTHORITIES OR OTHER CARRIERS OR THIRD PARTIES THAT
COMPANIES, OR THEIR AFFILIATES RELY ON TO PROVIDE SERVICE TO SUBSCRIBER.
COMPANIES AND THEIR AFFILIATES MAKE NO WARRANTY WHETHER EXPRESS, IMPLIED OR
STATUTORY, AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR
FITNESS FOR ANY PURPOSE OF USLD SERVICES, BILLING SERVICES OR LOCAL ACCESS OR AS
TO ANY OTHER MATTER. ALL OF WHICH WARRANTIES BY USLD ARE HEREBY EXCLUDED AND
DISCLAIMED. For the purpose of this Section, the term "Companies" shall be to
include Qwest Communications Corporation, LCI International Telcom Corp,
("LCI"), USLD

                                                                         Page 5

<PAGE>   6

Communications, Inc., their affiliates, successors and assigns, and any person
or entity assisting QWEST, LCI or USLD in their performance of obligations under
this Agreement.

         5.4. INDEMNIFICATION. Subscriber shall protect, defend, hold harmless,
and indemnify Companies, their affiliates, officers, directors, employees and
agents from and against any loss (including negligence), claim, action,
liability, cost, judgment or expense (including attorney fees) brought by any of
Subscriber's end-users or relating to the installation, operation, failure to
operate or maintain, removal, presence, condition, location or use of any phone
covered by this Agreement. This indemnification specifically covers, without
limitation complaints by end-users.

         5.5. TRADEMARK. Each party acknowledges that it will acquire no rights
in any trademark, service mark, trade name, or other intellectual property used
or owned by the other party by reason of this Agreement and will take no action
which is inconsistent with this acknowledgment. Neither party will use any
trademark, service mark, trade name, or other intellectual property used or
owned by the other party without the prior written consent of such other party,
provided that Companies may disclose to third parties that Subscriber is a
customer of Companies without first obtaining Subscriber's consent.

         5.6. NOTICES. All notices or other communications under this Agreement
shall be in writing and deemed to have been received on the earlier of the date
personally delivered. the next business day after transmitted by facsimile, or
the third business day after transmitted by certified U.S. mail postage prepaid.
Notices to Subscriber shall be made at the address, facsimile and telephone
numbers listed above or at such other address as may be noticed. Notices shall
be given to the Companies at the following addresses or at such other addresses
as may be noticed:


To Companies:                             with a copy to:

     John M. Welsh                        Lee M. Weiner
     Vice President. Operator Services    Vice President/Acting General Counsel
     Qwest Communications Corporation     Qwest Communications Corporation
     9311 San Pedro, Suite 800            4250 North Fairfax Drive
     San Antonio, Texas 78216             Arlington, Virginia 22203
     Phone: (210) 323-6256                Phone: (703) 363-4446
     Facsimile: (210) 979-0956            Facsimile: (703) 363-3750


To Subscriber:

    PhoneTel Technologies, Inc.
    7th Floor
    1001 Lakeside Avenue
    Cleveland, Ohio 44114
    Phone:   (216) 875-4335
    Facsimile: (216) 875-4339

         5.7. CONFIDENTIALITY AND PUBLICITY. The parties shall keep the
financial terms of this Agreement confidential for the Term of this Agreement
and during the three (3) year period thereafter. Should either party be required
by legal process to disclose such information, that party shall immediately
notify the other to allow the other adequate time to contest such disclosure.
Notwithstanding the foregoing, Companies shall be allowed to disclose the nature
and contents of this Agreement to the extent required by law to any regulatory
commission. Companies shall also have the right to disclose the fact that
Subscriber is a customer of Companies. All other press and media releases,
public announcements and public disclosures by either of the parties relating to
this Agreement or its subject matter, including, without limitation, promotional
or marketing material (but not

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including any announcement intended solely for internal distribution by a party
to its directors, officers and employees, and which includes a notice that such
information is confidential, or any disclosures required by legal, accounting,
regulatory or stock exchange requirements beyond the reasonable control of such
party) shall be coordinated with and approved in writing by both parties prior
to the release thereof.

         5.8. ENTIRE AGREEMENT. This Agreement (including the attachments
hereto) together with the Tariffs constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings, whether written or oral, between
the parties with respect to the subject matter of this Agreement, and there are
no representations, understandings or agreements relating to this Agreement that
are not fully expressed herein.

         5.9. EXHIBITS. All attachments annexed to this Agreement and the
Tariffs are expressly made a part of this Agreement as if completely set forth
herein. All references to this Agreement shall be deemed to refer to and include
this Agreement and all such Exhibits as well as the Tariffs.

         5.10. AMENDMENTS; NO ORAL MODIFICATIONS. Exclusive of any Tariff
modifications initiated by Companies, once this Agreement has been fully
executed, any amendment hereto must be made in writing and signed by authorized
representatives of all parties. The parties expressly waive any challenge they
may have to this no oral modification provision.

         5.11. INDEPENDENCE OF PARTIES. Neither party shall have the authority
to bind the other by contract or otherwise make any representations or
guarantees on behalf of the other. Both parties acknowledge and agree that the
relationship arising from this Agreement does not constitute a joint venture,
partnership, employee relationship or franchise. Each parties' employees will
not be or be deemed to be the employees of the other party or joint employees.
Each party assumes full responsibility for the acts of its employees and for
their supervision, daily direction and control. Neither party will be
responsible for worker's compensation, disability benefits, unemployment
insurance, withholding taxes, social security and any other taxes or benefits
for the employees of the other party. The parties further acknowledge that they
are each service providers in a highly competitive industry. Each party may do
business with customers and end-users of the other provided. however, that they
do not use the other party's confidential information to obtain such customers.

         5.12. GOVERNING LAW. This Agreement, including all matters relating to
the validity, construction, performance and enforcement thereof, shall be
governed by the laws of New York without giving reference to its principles of
conflicts of law, except to the extent the Communications Act of 1934, as
amended, and as interpreted, applies. Companies may cancel this Agreement.
without liability or further obligation to Subscriber, if Companies or any of
their affiliates are prohibited from furnishing any service covered by this
Agreement or if any material rate or term contained relating to the Services is
substantially changed by order of a court of competent jurisdiction, the Federal
Communications Commission, or any other federal, state or local government
authority.

         5.13. ARBITRATION OF DISPUTES.

               A.  Any dispute arising out of this Agreement, which cannot be 
resolved between the parties, shall be settled by binding arbitration at the
office of the American Arbitration Association ("AAA") in accordance with
the Commercial Arbitration Rules of the American Arbitration Association ("AAA
Rules"), as amended by this Agreement. Neither party may seek injunctive relief
of any kind prior to the confirmation of an arbitration award. The arbitrator
may award reasonable attorneys' fees, expenses and arbitration costs to the
prevailing party.

               B.  One Arbitrator shall be appointed in accordance with the 
AAA Rules within sixty (60) days of the submission of the demand for
arbitration, unless both parties otherwise agree in writing. The Arbitrator
shall designate a time  and place in the Washington, D.C. area for the hearing
within thirty (30) days of his or her appointment. Discovery shall be limited
by the Arbitrator to the extent possible in order to administer a timely and

                                                                          Page 7


<PAGE>   8

cost-effective result. There shall be no mandatory disclosure requirements and
discovery of documents shall be limited to that which is relevant and admissible
under the Federal Rules of Evidence. The Arbitrator is authorized to grant, upon
a showing of good cause, any party's request for a protective order or to limit
discovery. Any disputes relating to discovery or other pre-hearing matters shall
be presented to the Arbitrator for final and binding resolution. The parties
shall exchange lists of witnesses and copies of all exhibits that the party
intends to introduce at the hearing at least thirty (30) days prior to the
arbitration hearing. The Arbitrator shall not be able to award, nor shall any
party be entitled to receive, punitive, incidental, consequential, exemplary,
reliance or special damages , including damages for lost profits. The
Arbitrator's decision shall follow the plain meaning of the relevant documents,
and shall be final, binding, and enforceable in a court of competent
jurisdiction. The decision of the Arbitrator is appealable only for mistakes of
law. Nothing in this section shall relieve either party of its payment or
service obligations under this Agreement during the pendency of any arbitration.
The arbitration award may be confirmed by any court of competent jurisdiction.

         5.13. WAIVER. Neither the waiver by either of the parties hereto of a
breach or a default under any provisions of this Agreement, nor the failure of
either of the parties, on one or more occasions, to enforce any of the
provisions of this Agreement or to exercise any right or privilege hereunder
shall thereafter be construed as a waiver of any subsequent breach or default of
a similar nature, or as a waiver of any of such provisions, rights, or
privileges hereunder.

         5.14. SURVIVAL. Neither the expiration or termination of this Agreement
shall limit or affect the obligation of Subscriber to pay the Companies for the
Services provided hereunder, prior to such expiration or termination, by the
Companies.

         5.15. HEADINGS. The headings of sections and subsections used in this
Agreement are for convenience only and are not part of its operative language.
They shall not be used to affect the construction of any provisions hereof.

         5.16. NO THIRD PARTY BENEFICIARIES. The representations, warranties,
covenants and agreements of the parties set forth in this Agreement are not
intended for, nor shall they be for the benefit of or enforceable by, any person
not a party hereto.

         5.17. SEVERABILITY. In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein.

         5.18. SUBSCRIBER AUTHORIZATION. Subscriber represents that the person
executing this Agreement has been duly authorized by Subscriber to execute and
bind Subscriber to the terms and conditions contained herein. Subscriber, with
full knowledge of all terms and conditions herein, does hereby warrant and
represent that the execution, delivery, and performance of this Agreement are
within Subscriber's powers, have been duly authorized. and are not in conflict
with law or the terms of any charter or bylaw or any agreement to which
Subscriber is a party or by which it is bound or affected. The individual
signing this Agreement agrees that (s)he shall have personal liability if this
Agreement is not duly entered into by a legal entity.

         5.19. EXECUTION; COUNTERPARTS; FACSIMILE DELIVERY. This Agreement may
be executed by each of the parties in counterparts, including copies transmitted
by facsimile, and, if it is, each counterpart shall be deemed to be an original
instrument but the counterparts together shall constitute only one Agreement.
This Agreement will be deemed fully executed by both parties if the
counterparts, taken together, bear the signatures of duly authorized
representatives of each of the parties.

         5.20. NO COMMISSIONS DUE TO THIRD PARTIES. Each party represents to the
other party that no

                                                                         Page 8
<PAGE>   9

commission has been paid or will be due to a third party as a result of entering
into this Agreement.



         IN WITNESS WHEREOF, an authorized representative of each party
has executed this Agreement as of the Effective Date.

SUBSCRIBER                              QUEST COMMUNICATIONS CORPORATION
PHONETEL TECHNOLOGIES, INC.             AND USLD COMMUNICATIONS INC.

By:      /s/ Tammy L. Martin            By:    /s/ John Welsh
      -------------------------------        ----------------------------------
Name:  Tammy L. Martin                  Name:  John Welsh
      -----------------------------          ----------------------------------
Title: Chief Administrative Officer     Title: Vice President Operator Services
      -----------------------------          ----------------------------------
Date:     11-12-98                      Date     11-16-98
      -----------------------------          ----------------------------------


                                                                         Page 9




<PAGE>   10

                                LETTER OF AGENCY
                                ----------------



Date: __________________________________

________________________________________

________________________________________

________________________________________

Gentlemen:

Please be advised that we have employed Qwest Communications Corporation (QWEST)
and USLD Communications, Inc. ("USLD") as our agents in matters pertaining to
communication services.

We have authorized QWEST and USLD to issue necessary orders and coordinate all
matters relating to the telephone services required by our firm.

This does not preclude the undersigned from acting on our own behalf in matters
pertaining to our telephone services.

Please acknowledge this notice and direct any subsequent questions to:

     Qwest Communications Corporation
     USLD Communications, Inc.
     9311 San Pedro, Suite 100
     San Antonio, Texas 78216
     (210) 525-9009

Thank you for your past service. We appreciate your continued cooperation with
QWEST and USLD.

                                      Sincerely,

                                          /s/ Tammy L. Martin
                                      -----------------------------------
                                      Name: Tammy L. Martin
                                           ------------------------------
                                      Title: Chief Administrative Officer
                                            -----------------------------




                                                                        Page 1

<PAGE>   11
                                 Attachment "A"

                              DIRECT DIAL SERVICES
                             COMPENSATION AND RATES
                             ----------------------

         A.1.1. Subscriber wishes to switch its direct dial long distance
service to QWEST at the rates on Schedule "1" hereto. QWEST is hereby designated
to act as the Subscriber's agent for the purpose of: (1) notifying Subscriber's
local telephone company of the selection of QWEST as its designated direct dial
long distance provider; and (2) ordering, in connection with QWEST's provision
of service, changes in and/or maintenance on specific telecommunications
service(s) including, without limitation, adding to or rearranging such
telecommunications service(s).

         A.1.2. Unless otherwise expressly agreed to in writing, QWEST shall
have no obligation or responsibility to arrange for termination or removal of
telecommunications services provided by other carriers. Subscriber shall remain
responsible for terminating and removing any such unwarranted services and
circuits provided by other carriers.

         A.1.3. For credit purposes, Subscriber represents and warrants that the
majority owner of Subscriber is ___________________________________.
Subscriber's previous long distance carrier was _____________________. 
Subscriber's grants QWEST permission to contact the following trade and banking 
references:

Trade Ref. 1: ___________ Contact:      ______________ Telephone No.: __________

Trade Ref. 2: ___________ Contact:      ______________ Telephone No.: __________

Banking Ref.: ___________ Bank Officer: ______________ Telephone No.: __________

Bank Address: ___________ Account No.:  ______________ Telephone No.: __________



         A.1.4. Companies shall be responsible for and shall pay the PIC change
fee for direct dial services, PROVIDED HOWEVER that in the event that Subscriber
gives notice to terminate this Agreement, pursuant to Section 4.7 of this
Agreement, within six (6) months of the Effective Date of this Agreement, then
Subscriber agrees to reimburse the Companies, within thirty (30) days of receipt
of notice, for all such PIC change fees incurred by the Companies.

         A. 1.5 The rates described herein are all inclusive.

         A. 1.6 Subscriber agrees that it will be charged the rates in Schedule
"1" to this Attachment A and the Companies waive the monthly recurring service
charge ("PICC"), which is currently $2.75 per line.

<PAGE>   12
                         SCHEDULE "1" TO ATTACHMENT "A"

RATES --DIRECT DIAL SERVICE RATES

   State           IntraLata Rates       Intrastate Rates       Interstate Rates
   -----           ---------------       -----------------      ----------------
 
Alabama
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
Florida
Georgia
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
Mew Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming


<PAGE>   13


                                 Attachment "B"

                             COCOT ACCESS SERVICES
                             ---------------------
         B.1.1. CHARGES. Subscriber agrees to pay QWEST for CAS on the
identified lines at the ILEC tariffed rate minus any applicable percentage
discount listed below:

                              RBOC                      GTE

          State                     Subscriber Discount
          ---------------------------------------------
                          
          California      
          Florida         
          Georgia         
          Kentucky        
          North Carolina  
          Oklahoma        
          Oregon          
          Tennessee       
          Texas           
          Washington      

         B.1.2. LEVEL OF LOCAL SERVICE. QWEST resells the ILEC's services.
Subscriber acknowledges that QWEST cannot control the ILEC. Therefore, QWEST
shall have substantially performed under this Agreement if the aggregate of all
services is comparable to that provided by other competitive local exchange
carriers ("CLEC").

         B.1.3. LOCAL SERVICE BILLS ARE CURRENT. Subscriber will not request any
COCOT access lines within any area where its local telephone service bills are
not current, and Subscriber covenants and agrees that, with respect to each
request for a COCOT access line that it may make, Subscriber will remain current
with respect to the respective local telephone service bills, through each such
PIC change to Qwest, Subscriber further covenants and agrees that it will keep
its CAS telephone bill current with QWEST. Subscriber agrees that its will not
be able to PIC change its service away from QWEST unless all invoices are paid
in full at the time of such requested change.

         B.1.4. DEFICIENCY CHARGE. Subscriber recognizes that QWEST will incur
certain expenses in connection with the provision of these CAS services.
Therefore, Subscriber agrees that if Subscriber (1) fails to maintain the
Minimum Commitment at all times; (2) ceases to use QWEST's operator services; or
(3) cancels any portion of the CAS services under this Agreement prior to the
expiration of all service commitments, Subscriber shall pay to QWEST within
thirty (30) days of notice ONE AND 11/100 DOLLARS ($1.11) per pay phone
subscribed to QWEST services per remaining month of the Initial Term
("Deficiency Charge"). As an example, if Subscriber subscribes ten pay phones to
QWEST services and cancels the Agreement twelve months prior to its expiration,
it will owe QWEST:

           10 (pay phones) x 12 (remaining months) x $1.11 = $133.20

         The parties hereby specifically agree that the provisions contained in
this Section describing a deficiency charge represent a mutual good faith
estimate of, and bears a reasonable relationship to, the actual damages to QWEST
in the event of such deficiency and do not represent a penalty of any kind, and
that such deficiency charge is an obligation of Subscriber subject to specific
performance. 


                                                                        Page 3
<PAGE>   14

                                 Attachment "C"


                               OPERATOR SERVICES
                               -----------------

         C.1.1. Subscriber agrees and warrants that USLD shall be its operator
service provider during the Term of this Agreement. USLD will provide live and
automated operator assistance for Subscriber owned and operated pay phones. Each
long distance call originating from Subscriber and placed through USLD may be
charged to select credit cards, Telco cards, or the destination number, if
collect. Long distance calls placed through USLD may, at USLD's discretion, be
charged to third-party numbers.

         C.1.2. Subscriber shall configure its system so that 911 emergency
calls (e.g., police, fire, ambulance and poison control), where available, and
similar emergency calls, will be automatically routed to the appropriate party
or clearing house without the intervention of USLD. Emergency calls that reach a
USLD operator shall be handled in accordance with USLD's standard operating
procedures. USLD will use its best efforts to make emergency telephone numbers
required by state Public Utilities Commission tariffs available to end-users.

         C.1.3. Subscriber represents, warrants and covenants that it is
authorized to select the operator services carrier for the telephones served by
Subscriber pursuant to this Agreement. Subscriber agrees that if any other parry
makes any claims against USLD for commissions from such telephones, Subscriber
will be responsible for any such claim.

         C.1.4. Subscriber shall be responsible for the set-up, maintenance,
repair, programming and support for all equipment located at the Subscriber's
site ("Subscriber's CPE"). Subscriber is responsible for routing calls to USLD.
USLD will not provide or service any equipment for such purposes. In the event
USLD incurs costs in connection with responding to a trouble report when the
cause of the trouble is determined to be related to Subscriber's CPE, Subscriber
shall promptly reimburse USLD for all of its costs.

                                 COMMISSIONS
                                 -----------

         C.2.1. Unless otherwise prohibited by law, USLD will pay commissions on
Commissionable Revenues generated by the pay phones as specified in Schedule "1"
to this Attachment ("Commissions"). USLD's obligation to pay commissions will
commence on the date that Subscriber has access to USLD from the pay phones. In
no event shall USLD's obligation to pay commissions commence earlier than the
Effective Date of this Agreement. "Commissionable Revenue" shall mean the net
billable operator services revenue (exclusive of taxes, fees, separately
itemized Premise Imposed Fees ("PIFs"), and other assessments) generated by
Subscriber from the pay phones billed by USLD at USLD's standard tariffed rates.
USLD, in its sole discretion, may elect not to collect PIFs on behalf of
Subscriber. USLD may set off against commissions due Subscriber any obligations
Subscriber may have to USLD under this or any other arrangement between
Subscriber and USLD or its affiliates. Commissions shall be paid weekly
beginning no later than twenty-one (21) days following the date of the first
billable call.

                              COMPLIANCE WITH LAWS
                              --------------------

         C.3.1.   Subscriber shall cause all subscribed phones to comply with
the following:

                  (a) Except where legally permitted, pay phones shall not block
950-XXXX, 10XXXX or 1-800-XXX-XXXX calls.

                  (b) Subscriber shall be liable for all charges attributable 
to the failure of Subscriber to secure screening which prevents 1+ 10XXXX
domestic and international dialing and which indicates to operators that the



                                       1

<PAGE>   15

telephone is restricted to prohibit billing to the original ANI.

         C.3.2. Pursuant to Section 276 of the Telecommunications Act of 1996,
the Federal Communications Commission has prescribed regulations that establish
a compensation plan to ensure that all pay phone service providers are
compensated for completed calls from a pay phone. USLD reserves the right to
adjust its rates or to impose additional charges or surcharges in order to
recover amounts USLD is required to pay to pay phone service providers pursuant
to Section 276 and the regulations implementing 276, and any costs incurred by
USLD in connection with any such compensation requirement.

         C.3.3. USLD shall have the right at any time and from time to time,
with as much notice to Subscriber as is practicable under the circumstances, to
temporarily suspend or terminate all or some or all of the operator services
provided at or to any location because of (i) defects or malfunctions of or in
Subscriber's equipment at the location over which USLD has no control; (ii) an
unacceptable level of fraudulent or uncollectible telephone calls; (iii)
violations of local, state or federal laws and regulations; (iv) violations of
published rules, regulations, and the Tariffs; (v) an unacceptable quality of
transmission by reason of factors over which USLD has no control; (vi) abuse of
the operator services provided hereunder; or (vii) compliance with any order of
a regulatory agency having jurisdiction.






                                                                        Page 2

<PAGE>   16

                         SCHEDULE "1" TO ATTACHMENT "C"

                         COMMISSIONS ON OPERATOR CALLS
                         -----------------------------

                                INTRASTATE CALLS
                                ----------------

                           Commission                       Commission      PIF
State                      InterLATA                PIF      IntraLATA      ---
-----                      ---------                ---      ---------

ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
N. CAROLINA
N. DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA

<PAGE>   17



                   SCHEDULE "1" TO ATTACHMENT "C" (Continued)

                         COMMISSIONS ON OPERATOR CALLS
                         -----------------------------

                                INTRASTATE CALLS
                                ----------------

                  Commission                Commission        PIF
State             InterLATA         PIF     IntraLATA         ---
-----             ---------         ---     ---------


WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING







                                INTERSTATE CALLS


                                        Commission
                                         InterLATA         PIF

         Per Phonetel Rate Table


<PAGE>   18


                                 Attachment "D"


                        INTERNATIONAL OPERATOR SERVICES
                        -------------------------------

         Subscriber desires to utilize USLD's international services. USLD is
willing to provide such services on certain conditions.

         D.1.1. INTERNATIONAL OPERATOR SERVICES. Subscriber hereby requests that
USLD provide international operator long distance services ("International
Services") for the identified lines. USLD agrees to provide International
Services for such lines but only upon the terms and conditions set forth in this
Attachment "D," which shall supersede any provisions to the contrary contained
in the Agreement and the other attachments or exhibits thereto. Subscriber may,
from time to time, in writing or by electronic media in a format acceptable to
USLD, add and delete phones which are to be provided with International
Services.

         D.1.2. FRAUDULENT INTERNATIONAL SERVICES CALLS. USLD will utilize its
existing standard verification procedures to verify the validity of calling
cards (collectively "Cards") utilized by an International Services user and will
otherwise utilize standard verification procedures for International Services,
but Subscriber and USLD acknowledge and agree that (i) as to Cards, such
verification procedures are only effective if a Card has been reported lost or
stolen or if a Card has otherwise been revoked or terminated and (ii) a person
can utilize unreported lost or stolen Cards or illicitly obtained data for a
Card which has not been lost or stolen and to otherwise use improper procedures
to fraudulently obtain International Services for which the call charges are
uncollectible. The parties further acknowledge that uncollectible telephone
charges for fraudulently obtained International Services can be very substantial
and material in both amount and volume.

         D.1.3. SUBSCRIBER TO BEAR RISK OF FRAUDULENT INTERNATIONAL SERVICES
CALLS. In consideration of USLD providing International Services for    
Subscriber's phones. Subscriber agrees to be totally responsible and to assume
all economic risks for costs incurred by USLD for fraudulently obtained
International Services placed from Subscriber's phones. Subscriber shall
reimburse USLD for USLD's costs for such fraudulent International Services
calls at the rate of _________ per minute of use for such calls (the minutes of
use for such calls to be determined from USLD's recorded minutes of use for
such calls). In addition, if USLD has paid to Subscriber commissions and
additional surcharges on such fraudulent International Services, Subscriber
shall refund such commissions and additional surcharges to USLD, it being
expressly agreed that no commission and additional surcharges shall be payable
to Subscriber for or on such fraudulent International Services. USLD will       
reduce any commissions on International Services to Subscriber by ________ of
the gross billable revenue for LEC rejects, bad debt and uncollectible amounts.
The parties agree that this reduction shall not limit Subscriber's liability
under this Attachment "D" for fraudulent International Services calls. USLD may
deduct all sums owing by Subscriber to USLD pursuant to the foregoing
provisions of this International Addendum from commissions payable by USLD to
Subscriber pursuant to the Agreement.

         D.1.4. COMMISSIONS. USLD agrees to pay Subscriber commissions on
Commissionable Revenues at the rate of __________ plus any PIF. In no event 
shall the PIF exceed 

                                       1