<PAGE>   1
                                                              TSA # LFL - 980415

                         WORLDCOM NETWORK SERVICES, INC.

                     CLASSIC/TRANSCEND(TM) SWITCHED SERVICES

                      TELECOMMUNICATIONS SERVICES AGREEMENT

      This Telecommunications Services Agreement (the "TSA") is entered into as
of the 8th day of April, 1998 by and between WORLDCOM NETWORK SERVICES, INC., a
Delaware corporation, with its principal office at One Williams Center, Tulsa,
Oklahoma 74172 ("WorldCom") and LOCAL FIBER, LLC, a New York corporation, with
its principal office at 121 Erie Canal Drive, Rochester, NY 14626 ("Cusotmer").

      In consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Switched Services; Other Documents; Start of Service.

      (A) Services WorldCom agrees to provide and Customer agrees to accept and
      pay for switched telecommunications services and other associated services
      (collectively the "Switched Services") as further described in the
      "Service Schedule" attached hereto and incorporated herein by reference,
      which describes the particular services, specific terms and other
      information necessary or appropriate for WorldCom to provide the Service
      to Customer. The Switched Services provided by WorldCom are subject to (i)
      the terms and conditions contained in this TSA and the Program Enrollment
      Terms (the "PET") which are attached hereto and incorporated herein by
      reference, (ii) the rates and discounts set forth in the applicable Rate
      and Discount Schedule (the "Rate Schedule") attached hereto and
      incorporated herein by reference, and (iii) each Service Request
      (described below) which is accepted hereunder. The PET, as subscribed to
      by the parties, shall set forth the Effective Date, the Service Term,
      Customers minimum monthly commitment, if any, and other information
      necessary to provide the Switched Services under this TSA. In the event of
      a conflict between the terms of this TSA, the PET, the Service Schedule,
      the Rate Schedule and the Service Request(s), the following order of
      precedence will prevail: (1) the PET, (2) the Rate Schedule, (3) the
      Service Schedule, (4) this TSA, and (5) Service Request(s). This TSA, the
      PET, the Service Schedule and the applicable Rate and Discount Schedule
      are sometimes collectively referred to as the "Agreement".

      (B) Service Requests Customer's requests to initiate or cancel Switched
      Services shall be described in an appropriate WorldCom Service Request
      ("Service Request"). A Service Request may consist of machine readable
      tapes, facsimiles or other means approved by WorldCom. Further, Service
      Requests shall specify all reasonable information, as determined by
      WorldCom, necessary or appropriate for WorldCom to provide the Switched
      Service(s) in question, which shall include without limitation, the type,
      quantity and end point(s) (when necessary) of circuits comprising a
      Service Interconnection as described in the applicable Service Schedules,
      or automatic number identification ("ANI") information relevant to the
      Switched Service(s), the Requested Service Date, and charges, if any,
      relevant to the Switched Services described in the Service Request. After
      WorldCom's receipt and verification of a valid Service Request for
      SWITCHED ACCESS Service (as defined in the Service Schedule) requiring a
      change in the primary interexchange carrier ("PIC"), WorldCom agrees to
      (i) submit the ANI(s) relevant to such Service Requests to the following
      local exchange carriers ("LECs") (with which


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      WorldCom currently has electronic interface capabilities) within ten (10)
      days: Ameritech, Bell Atlantic, BellSouth, Nynex, Pacific Bell,
      Southwestern Bell, US West, GTE and United, and (ii) submit the ANI(s)
      relevant to such Service Requests to those LECs with which WorldCom does
      not have electronic interface capabilities within a reasonable time.

      (C) Start of Service WorldCom's obligation to provide and Customers
      obligation to accept and pay for non-usage sensitive charges for Switched
      Services shall be binding to the extent provided for in this Agreement
      upon the submission of an acceptable Service Request to WorldCom by
      Customer. Customer's obligation to pay for usage sensitive charges for
      Switched Services shall commence with respect to any Switched Service as
      of the date the Switched Service in question is made available to and used
      by Customer ("Start of Service"), but in no event later than the
      "Requested Service Date" if such Switched Service is available for
      Customer's use as of such Requested Service Date. Start of Service for
      particular Services shall be further described in the Service Schedule
      relevant to the Switched Services in question.

2. Cancellation.

      (A) Cancellation Charge At any time after the Effective Date, Customer may
      cancel this Agreement if Customer provides written notification thereof to
      WorldCom not less than thirty (30) days prior to the effective date of
      cancellation. In such case (or in the event WorldCom terminates this
      Agreement as provided in Section 8), Customer shall pay to WorldCom all
      charges for Services provided through the effective date of such
      cancellation plus a cancellation charge (the "Cancellation Charge") equal
      to one hundred percent (100%) of Customer's commitment(s), if any, (as
      described in the PET) that would have become due for the unexpired portion
      of the Service Term.

      (B) Liquidated Damages It is agreed that WorldCom's damages in the event
      Customer cancels this Agreement shall be difficult or impossible to
      ascertain. The provision for a cancellation charge in Subsection 2(A)
      above is intended, therefore, to establish liquidated damages in the event
      of a cancellation and is not intended as a penalty.

      (C) Cancellation Without Charge Notwithstanding anything to the contrary
      contained in Subsection 2(A) above, Customer may cancel this Agreement
      without incurring any cancellation charge if (i) WorldCom fails to provide
      a network as warranted in Section 8 below; (ii) WorldCom fails to deliver
      call detail records promptly based on the frequency selected by Customer
      (i.e., monthly, weekly or daily); or (iii) WorldCom fails to submit ANI(s)
      relevant to such Service Requests to the LECs within the time period
      described in Subsection 1(B) above. Provided, however, Customer must give
      WorldCom written notice of any such default and an opportunity to cure
      such default within five (5) days of the notice. In the event WorldCom
      fails to cure any such default within the five-day period on more than
      three (3) occasions within any six (6) month period, Customer may cancel
      this Agreement without incurring any cancellation charge.

3. Customers End Users.

      (A) End Users Customer will obtain and upon WorldCom's request provide
      WorldCom (within two (2) business days of the date of the request) a
      written Letter of Agency ("LOA") acceptable to WorldCom [or with any other
      means approved by the Federal Communications Commission ("FCC") or any
      applicable public utility commission ("PUC")], for each ANI indicating the
      consent of such end user of Customer ("End User") to be served by Customer
      and transferred (by way of change of such End User's designated PIC) to
      the WorldCom network prior to order processing.


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      Each LOA will provide, among other things, that the End User has consented
      to the transfer being performed by Customer or Customer's designee. When
      applicable, Customer will be responsible for notifying its End Users, in
      writing (or by any other means approved by the FCC) that (i) a transfer
      charge will be reflected on their LEC bill for effecting a change in their
      PIC, (ii) the entity name under which their interstate, intrastate and/or
      operator services will be billed (if different from Customer), and (iii)
      the "primary" telephone number(s) to be used for maintenance and questions
      concerning their long distance service and/or billing. Customer agrees to
      send WorldCom a copy of the documentation Customer uses to satisfy the
      above requirements promptly upon request of WorldCom. WorldCom may change
      the foregoing requirements for Customer's confirming orders and/or for
      notifying End Users regarding the transfer charge at any time in order to
      conform with applicable FCC and state regulations. Provided, however,
      Customer will be solely responsible for ensuring that the transfer of End
      Users to the WorldCom network conforms with applicable FCC and state
      regulations, including without limitation, the regulations established by
      the FCC with respect to verification of orders for long distance service
      generated by telemarketing as promulgated in 47 C.F.R., Part 64, Subpart
      K, ss.64.1100 or any successor regulation(s).

      (B) Transfer Charges/Disputed Transfers Customer agrees that it is
      responsible for (i) all charges incurred by WorldCom to change the PIC of
      End Users to the WorldCom network, (ii) all charges incurred by WorldCom
      to change End Users back to their previous PIC arising from disputed
      transfers to the WorldCom network plus, at WorldCom's option, an
      administrative charge equal to twenty percent (20%) of such charges, and
      (iii) any other damages suffered by or awards against WorldCom resulting
      from disputed transfers.

      (C) Excluded ANIs WorldCom has the right to reject any ANI supplied by
      Customer for any of the following reasons: (i) WorldCom is not authorized
      to provide or does not provide long distance services in the particular
      jurisdiction in which the ANI is located, (ii) a particular ANI submitted
      by Customer is not in proper form, (iii) Customer is not certified to
      provide long distance services in the jurisdiction in which the ANI is
      located, (iv) Customer is in material default of this Agreement, (v)
      Customer fails to cooperate with WorldCom in implementing reasonable
      verification processes determined by WorldCom to be necessary or
      appropriate in the conduct of business, or (vi) any other circumstance
      reasonably determined by WorldCom which could adversely affect WorldCom's
      performance under this Agreement or WorldCom's general ability to transfer
      its other customers or other end users to the WorldCom network, including
      without limitation, WorldCom's ability to electronically effect PIC
      changes with the LECs. In the event WorldCom rejects an ANI, WorldCom will
      notify Customer of its decision specifically describing the rejected ANI
      and the reason(s) for rejecting that ANI, and will not incur any further
      liability under this Agreement with regard to that ANI. Further, any ANI
      requested by Customer for Switched Services may be deactivated by WorldCom
      if no Switched Services billings relevant thereto are generated in any
      three (3) consecutive calendar month/billing periods. WorldCom will be
      under no obligation to accept ANIs within the last full calendar month
      period preceding the scheduled expiration of the Service Term.

      (D) Records Customer will maintain documents and records ("Records")
      supporting Customer's re-sale of Switched Services, including, but not
      limited to, appropriate and valid LOAs from End Users for a period of not
      less than (twelve) 12 months or such longer period as may be required by
      applicable law, rule or regulation. Customer shall indemnify WorldCom for
      any costs, charges or expenses incurred by WorldCom arising from disputed
      PIC selections involving Switched Services to be provided to Customer for
      which Customer cannot produce an appropriate LOA relevant to the ANI and
      PIC charge in question, or when WorldCom is not reasonably satisfied that
      the validity of a disputed LOA has been resolved.


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      (E) Customer Service Customer will be solely responsible for billing its
      End Users and providing such End Users with customer service. Customer
      agrees to notify WorldCom as soon as reasonably possible in the event an
      End User notifies Customer of problems associated with the Switched
      Services, including without limitation, excess noise, echo, or loss of
      service.

4.    Customer's Responsibilities.

      (A) Expedite Charges In the event Customer requests expedited services
      and/or changes to Service Requests and WorldCom agrees to such request,
      WorldCom will pass through the charges assessed by any supplying parties
      (e.g., local access providers) for such expedited charges and/or changes
      to Service Requests involved at the same rate to Customer. WorldCom may
      further condition its performance of such request upon Customer's payment
      of such additional charges to WorldCom.

      (B) Fraudulent Calls Customer shall indemnify and hold WorldCom harmless
      from all costs, expenses, claims or actions arising from fraudulent calls
      of any nature which may comprise a portion of the Switched Services to the
      extent that the party claiming the call(s) in question to be fraudulent is
      (or had been at the time of the call) an End User of such Switched
      Services through Customer or an end user of the Switched Services through
      Customer's distribution channels. Customer shall not be excused from
      paying WorldCom for Switched Services provided to Customer or any portion
      thereof on the basis that fraudulent calls comprised a corresponding
      portion of the Switched Services. In the event WorldCom discovers
      fraudulent calls being made (or reasonably believes fraudulent calls are
      being made), nothing contained herein shall prohibit WorldCom from taking
      immediate action (without notice to Customer) that is reasonably necessary
      to prevent such fraudulent calls from taking place, including without
      limitation, denying Switched Services to particular ANIs or terminating
      Switched Services to or from specific locations.

5. Charges and Payment Terms.

      (A) Payment WorldCom billings for Switched Services hereunder are made on
      a monthly basis (or such other basis as may be mutually agreed to by the
      parties) following Start of Service. Subject to Subsection 5(C) below,
      Switched Services shall be billed at the rates set forth in the applicable
      Rate and Discount Schedule attached hereto. Customer will be notified of
      WorldCom's time of day rate periods (including WorldCom Recognized
      National Holidays). Discounts, if any, applicable to the rates for certain
      Services are set forth in the Rate and Discount Schedule. Customer will
      pay all undisputed charges relative to each WorldCom invoice for Switched
      Services within thirty (30) days of the invoice date set forth on each
      WorldCom invoice to Customer ("Due Date"). If payment is not received by
      WorldCom on or before the Due Date, Customer shall also pay a late fee in
      the amount of the lesser of one and one-half percent (1 1/2%) of the
      unpaid balance of the charges for Switched Services rendered per month or
      the maximum lawful rate under applicable state law.

      (B) Taxes Customer acknowledges and understands that WorldCom computes all
      charges herein exclusive of any applicable federal, state or local use,
      excise, gross receipts, sales and privilege taxes, duties, fees or similar
      liabilities (other than general income or property taxes), whether charged
      to or against WorldCom or Customer because of the Switched Services
      furnished to Customer ("Additional Charges"). Customer shall pay such
      Additional Charges in


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      addition to all other charges provided for herein. Customer will not be
      liable for certain Additional Charges if Customer provides WorldCom with
      an appropriate exemption certificate.

      (C) Modification of Charges WorldCom reserves the right to eliminate
      particular Switched Service and/or modify charges for particular Switched
      Services (which charge modifications shall not exceed then-current
      generally available WorldCom charges for comparable services), upon not
      less than sixty (60) days prior notice to Customer, which notice will
      state the effective date for the charge modification. In the event
      WorldCom notifies Customer of the elimination of a particular Switched
      Service and/or an increase in the charges, Customer may terminate this
      Agreement without incurring a cancellation charge only with respect to the
      Switched Service(s) affected by the increase in charges. In order to
      cancel such Switched Service(s), Customer must notify WorldCom, in
      writing, at least thirty (30) days prior to the effective date of the
      increase in charges. In the event Customer cancels its subscription to a
      particular Switched Service as described in this Subsection 5(C), WorldCom
      and Customer agree to negotiate in good faith concerning Customer's
      minimum monthly commitment, if any, described in the PET.

      (D) Billing Disputes Notwithstanding the foregoing, amounts reasonably
      disputed by Customer (along with late fees attributable to such amounts)
      shall apply but shall not be due and payable for a period of sixty (60)
      days following the Due Date therefor, provided Customer: (i) pays all
      undisputed charges on or before the Due Date, (ii) presents a written
      statement of any billing discrepancies to WorldCom in reasonable detail on
      or before the Due Date of the invoice in question, and (iii) negotiates in
      good faith with WorldCom for the purpose of resolving such dispute within
      said sixty (60) day period. In the event such dispute is mutually agreed
      upon and resolved in favor of WorldCom, Customer agrees to pay WorldCom
      the disputed amounts together with any applicable late fees within ten
      (10) days of the resolution (the "Alternate Due Date"). In the event such
      dispute is mutually agreed upon and resolved in favor of Customer,
      Customer will receive a credit for the disputed charges in question and
      the applicable late fees. In the event WorldCom has responded to
      Customer's dispute in writing and the parties fail to mutually resolve or
      settle the dispute within such sixty (60) day period (unless WorldCom has
      agreed in writing to extend such period) all disputed amounts together
      with late fees shall become due and payable, and this provision shall not
      be construed to prevent Customer from pursuing any available legal
      remedies. WorldCom shall not be obligated to consider any Customer notice
      of billing discrepancies which are received by WorldCom more than sixty
      (60) days following the Due Date of the invoice in question.

6. Credit; Creditworthiness:

      (A) Credit Customer's execution of this Agreement signifies Customer's
      acceptance of WorldCom's initial and continuing credit approval procedures
      and policies. WorldCom reserves the right to withhold initiation or full
      implementation of any or all Switched Services under this Agreement
      pending WorldCom's initial satisfactory credit review and approval thereof
      which may be conditioned upon terms specified by WorldCom, including, but
      not limited to, security for payments due hereunder in the form of a cash
      deposit or other means. WorldCom reserves the right to modify its
      requirements, if any, with respect to any security or other assurance
      provided by Customer for payments due hereunder in light of Customer's
      actual usage when compared to projected usage levels upon which any
      security or assurance requirement was based.

      (B) Creditworthiness If at any time there is a material adverse change in
      Customer's creditworthiness, then in addition to any other remedies
      available to WorldCom, WorldCom may elect, in its sole discretion, to
      exercise one or more of the following remedies: (i) cause Start of


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      Service for Switched Services described in a previously executed Service
      Request to be withheld; (ii) cease providing Switched Services pursuant to
      a Suspension Notice in accordance with Section 7(A); (iii) decline to
      accept a Service Request or other requests from Customer to provide
      Switched Services which WorldCom may otherwise be obligated to accept
      and/or (iv) condition its provision of Switched Services or acceptance of
      a Service Request on Customer's assurance of payment which shall be a
      deposit or such other means to establish reasonable assurance of payment.
      An adverse material change in Customer's creditworthiness shall include,
      but not be limited to: (i) Customer's material default of its obligations
      to WorldCom under this or any other agreement with WorldCom; (ii) failure
      of Customer to make full payment of all undisputed charges due hereunder
      on or before the Due Date (or disputed charges on or before the Alternate
      Due Date) on three (3) or more occasions during any period of twelve (12)
      or fewer months or Customer's failure to make such payment on or before
      the Due Date (or the Alternate Due Date, if applicable) in any two (2)
      consecutive months; (iii) acquisition of Customer (whether in whole or by
      majority or controlling interest) by an entity which is insolvent, which
      is subject to bankruptcy or insolvency proceedings, which owes past due
      amounts to WorldCom or any entity affiliated with WorldCom or which is a
      materially greater credit risk than Customer; or, (iv) Customer's being
      subject to or having filed for bankruptcy or insolvency proceedings or the
      legal insolvency of Customer.

7. Remedies for Breach.

      (A) Suspension of Service In the event all undisputed charges due pursuant
      to WorldCom's invoice are not paid in full by the Due Date or disputed
      charges owed by Customer, if any, are not paid in full by the Alternate
      Due Date, WorldCom shall have the right, after giving Customer at least
      ten (10) days prior notice and opportunity to pay such charges within such
      10-day period, to suspend all or any portion of the Switched Services to
      Customer ("Suspension Notice") until such time (designated by WorldCom in
      its Suspension Notice) as Customer has paid in full all undisputed charges
      then due to WorldCom, including any late fees. Following such payment,
      WorldCom shall reinstitute Switched Services to Customer only when
      Customer provides WorldCom with satisfactory assurance of Customer's
      ability to pay for such Switched Services (i.e., a deposit, letter of
      credit or other means acceptable to WorldCom) and Customer's advance
      payment of the cost of reinstituting such Switched Services. If Customer
      fails to make the required payment by the date set forth in the Suspension
      Notice, Customer will be deemed to have canceled the Services suspended
      effective as of the date of suspension which cancellation shall not
      relieve Customer for payment of applicable cancellation charges as
      described in Section 2.

      (B) Disconnection of Service In the event Customer is in material breach
      of this Agreement, including without limitation, failure to pay all
      undisputed charges due hereunder by the date stated in the Suspension
      Notice described in Subsection 7(A) above, WorldCom shall have the right,
      after giving Customer at least five (5) days prior written notice and
      opportunity to cure (which notice may be given instead of or in
      conjunction with the Suspension Notice described in Subsection 7(A)
      above), and in addition to foreclosing any security interest WorldCom may
      have, to (i) disconnect all or any portion the Switched Services being
      provided hereunder and/or terminate this Agreement; (ii) withhold billing
      information from Customer; and/or (iii) contact the End Users (for whom
      calls are originated and terminated solely over facilities comprising the
      WorldCom network) directly and bill such End Users directly until such
      time as WorldCom has been paid in full for the amount owed by Customer. If
      Customer fails to make payment by the date stated in the Suspension Notice
      and WorldCom, after giving Customer five (5) days prior


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      written notice, terminates this Agreement as provided in this Section 7,
      such termination shall not relieve Customer for payment of applicable
      cancellation charges as described in Section 2 above.

8. Warranty. WorldCom will use reasonable efforts under the circumstances to
maintain its overall network quality. The quality of Switched Services provided
hereunder shall be consistent with telecommunications common carrier industry
standards, government regulations and sound business practices. WORLDCOM MAKES
NO OTHER WARRANTIES ABOUT THE SWITCHED SERVICES PROVIDED HEREUNDER, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE.

9. Liability; General Indemnity; Reimbursement.

      (A) Limited Liability IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE TO
      THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
      LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF
      CUSTOMERS OR CLIENTS, LOSS OF GOODWILL OR LOSS OF PROFITS ARISING IN ANY
      MANNER FROM THIS AGREEMENT AND THE PERFORMANCE OR NONPERFORMANCE OF
      OBLIGATIONS HEREUNDER.

      (B) General Indemnity In the event parties other than Customer (e.g.,
      Customer's End Users) shall have use of the Switched Services through
      Customer, then Customer agrees to forever indemnify and hold WorldCom, its
      affiliated companies and any third-party provider or operator of
      facilities employed in provision of the Switched Services harmless from
      and against any and all claims, demands, suits, actions, losses, damages,
      assessments or payments which those parties may assert arising out of or
      relating to any defect in the Switched Services.

      (C) Reimbursement Customer agrees to reimburse WorldCom for all reasonable
      costs and expenses incurred by WorldCom due to WorldCom's direct
      participation (either as a party or witness) in any administrative,
      regulatory or criminal proceeding concerning Customer if WorldCom's
      involvement in said proceeding is based solely on WorldCom's provision of
      Switched Services to Customer.

10. Force Majeure. If WorldCom's performance of this Agreement or any obligation
hereunder is prevented, restricted or interfered with by causes beyond its
reasonable control including, but not limited to, acts of God, fire, explosion,
vandalism, cable cut, storm or other similar occurrence, any law, order,
regulation, direction, action or request of the United States government, or
state or local governments, or of any department, agency, commission, court,
bureau, corporation or other instrumentality of any one or more such
governments, or of any civil or military authority, or by national emergency,
insurrection, riot, war, strike, lockout or work stoppage or other labor
difficulties, or supplier failure, shortage, breach or delay, then WorldCom
shall be excused from such performance on a day-to-day basis to the extent of
such restriction or interference. WorldCom shall use reasonable efforts under
the circumstances to avoid or remove such causes or nonperformance and shall
proceed to perform with reasonable dispatch whenever such causes are removed or
cease.

11. State Certification. Customer warrants that in all jurisdictions in which it
provides long distance services that require certification, it has obtained the
necessary certification from the appropriate governmental authority and, if
required by WorldCom, agrees to provide proof of such certification acceptable
to WorldCom. In the event Customer is prohibited, either on a temporary or
permanent basis, from continuing to conduct its telecommunications operations in
a given state, Customer shall (i)


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immediately notify WorldCom by facsimile, and (ii) send written notice to
WorldCom within twenty-four (24) hours of such prohibition.

12. Interstate/Intrastate Service. Except with respect to Services specifically
designated as intrastate Services or international Services, the rates provided
to Customer in the Service Schedule are applicable only to switched Services if
such Switched Services are used for carrying interstate telecommunications
(i.e., Switched Services subject to FCC jurisdiction). WorldCom shall not be
obligated to provide Switched Services with end points within a single state or
Switched Services which originate/terminate at points both of which are situated
within a single state. In those states where WorldCom is authorized to provide
intrastate service (i.e., telecommunications transmission services subject to
the jurisdiction of state regulatory authorities), WorldCom will, at its option,
provide intrastate Switched Services pursuant to applicable state laws,
regulations and applicable tariff, if any, filed by WorldCom with state
regulatory authorities as required by applicable law.

13. Authorized Use of WorldCom Name; Press Releases. Without WorldCom's prior
written consent, Customer shall not (i) refer to itself as an authorized
representative of WorldCom whenever it refers to the Switched Services in
promotional, advertising or other materials, or (ii) use WorldCom's logos, trade
marks, service marks, or any variations thereof in any of its promotional,
advertising or other materials. Additionally, Customer shall provide to WorldCom
for its prior review and written approval, all promotions, advertising or other
materials or activity using or displaying WorldCom's name or the Services to be
provided by WorldCom. Customer agrees to change or correct, at Customer's
expense, any such material or activity which WorldCom, in its sole judgment,
determines to be inaccurate, misleading or otherwise objectionable. Customer is
explicitly authorized to only use the following statements in its sales
literature or if in response to an inquiry by Customer's end user: (i) "Customer
utilizes the WorldCom network", (ii) "Customer utilizes WorldCom's facilities",
(iii) "WorldCom provides only the network facilities", and (iv) "WorldCom is our
network services provider". Except as specifically provided in this Section 13,
the parties further agree that any press release, advertisement or publication
generated by a party regarding this Agreement, the Services provided hereunder
or in which a party desires to mention the name of the other party or the other
party's parent or affiliated company(ies), will be submitted to the
non-publishing party for its written approval prior to publication.

14. Notices. Notices under this Agreement shall be in writing and delivered to
the person identified below at the offices of the parties as they appear below
or as otherwise provided for by proper notice hereunder. Customer shall notify
WorldCom in writing if Customer's billing address is different than the address
shown below. The effective date for any notice under this Agreement shall be the
date of actual receipt of such notice by the appropriate party, notwithstanding
the date of mailing or transmittal via hand delivery or facsimile.

      If to WorldCom:   WorldCom Network Services, Inc.
                        One Williams Center
                        Tulsa, Oklahoma 74172
                        Attn: Carrier Sales Dept.

      If to Customer:   Local Fiber, LLC
                        121 Erie Canal Drive, Suite A
                        Rochester, New York 14626
                        Attn: John Marchaesi
                        Telephone No.: 716-225-0440
                        Fax No.: 716-225-0638


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15. No-Waiver. No term or provision of this Agreement shall be deemed waived and
no breach or default shall be deemed excused unless such waiver or consent shall
be in writing and signed by the party claimed to have waived or consented. A
consent to waiver of or excuse for a breach or default by either party, whether
express or implied, shall not constitute a consent to, waiver of, or excuse for
any different or subsequent breach or default.

16. Partial Invalidity; Government Action.

      (A) Partial Invalidity If any part of any provision of this Agreement or
      any other agreement, document or writing given pursuant to or in
      connection with this Agreement shall be invalid or unenforceable under
      applicable law, rule or regulation, that part shall be ineffective to the
      extent of such invalidity only, without in any way affecting the remaining
      parts of that provision or the remaining provisions of this Agreement. In
      such event, Customer and WorldCom will negotiate in good faith with
      respect to any such invalid or unenforceable part to the extent necessary
      to render such part valid and enforceable.

      (B) Government Action Upon thirty (30) days prior notice, either party
      shall have the right, without liability to the other, to cancel an
      affected portion of the Switched Service if any material rate or term
      contained herein and relevant to the affected Switched Service is
      substantially changed (to the detriment of the terminating party) or found
      to be unlawful or the relationship between the parties hereunder is found
      to be unlawful by order of the highest court of competent jurisdiction to
      which the matter is appealed, the FCC, or other local, state or federal
      government authority of competent jurisdiction.

17. Exclusive Remedies. Except as otherwise specifically provided for herein,
the remedies set forth in this Agreement comprise the exclusive remedies
available to either party at law or in equity.

18. Use of Service. Upon WorldCom's acceptance of a Service Request hereunder,
WorldCom will provide the Switched Services specified therein to Customer upon
condition that such Switched Services shall not be used for any unlawful
purpose. The provision of Switched Services will not create a partnership or
joint venture between the parties or result in a joint communications service
offering to any third parties, and WorldCom and Customer agree that this
Agreement, to the extent it is subject to FCC regulation, is an inter-carrier
agreement which is not subject to the filing requirements of Section 211(a) of
the Communications Act of 1934 (47 U.S.C. ss. 211(a)) as implemented in 47
C.F.R. ss. 43.51.

19. Choice of Law; Forum.

      (A) Law This Agreement shall be construed under the laws of the State of
      Oklahoma without regard to choice of law principles.

      (B) Forum Any legal action or proceeding with respect to this Agreement
      may be brought in the Courts of the State of Oklahoma in and for the
      County of Tulsa or the United States of America for the Northern District
      of Oklahoma. By execution of this Agreement, both Customer and WorldCom
      hereby submit to such jurisdiction, hereby expressly waiving whatever
      rights may correspond to either of them by reason of their present or
      future domicile. In furtherance of the foregoing, Customer and WorldCom
      hereby agree to service by U.S. Mail at the notice addresses referenced in
      Section 14. Such service shall be deemed effective upon the earlier of
      actual receipt or seven (7) days following the date of posting.


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                                  CONFIDENTIAL
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20. Proprietary Information.

      (A) Confidential Information The parties understand and agree that the
      terms and conditions of this Agreement (but not the existence thereof),
      all documents referenced herein (including invoices to Customer for
      Switched Services provided hereunder), communications between the parties
      regarding this Agreement or the Switched Services to be provided hereunder
      (including price quotes to Customer for any services proposed to be
      provided or actually provided hereunder), as well as such information
      relevant to any other agreement between the parties (collectively
      "Confidential Information"), are confidential as between Customer and
      WorldCom.

      (B) Limited Disclosure A party shall not disclose Confidential Information
      (unless subject to discovery or disclosure pursuant to legal process), to
      any other party other than the directors, officers, and employees of a
      party or a party's agents including their respective attorneys,
      consultants, brokers, lenders, insurance carriers or bona fide prospective
      purchasers who have specifically agreed in writing to nondisclosure of the
      terms and conditions hereof. Any disclosure hereof required by legal
      process shall only be made after providing the non-disclosing party with
      notice thereof in order to permit the non-disclosing party to seek an
      appropriate protective order or exemption. Violation by a party or its
      agents of the foregoing provisions shall entitle the non-disclosing party,
      at its option, to obtain injunctive relief without a showing of
      irreparable harm or injury and without bond.

      (C) Survival of Confidentiality The provisions of this Section 19 will be
      effective as of the date of this Agreement and remain in full force and
      effect for a period which will be the longer of (i) one (1) year following
      the date of this Agreement, or (ii) one (1) year from the termination of
      all Services hereunder.

21. Successors and Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors or assigns,
provided, however, that Customer shall not assign or transfer its rights or
obligations under this Agreement without the prior written consent of WorldCom,
which consent shall not be unreasonably withheld or delayed, and further
provided that any assignment or transfer without such consent shall be void.

22. General.

      (A) Survival of Terms The terms and provisions contained in this Agreement
      that by their sense and context are intended to survive the performance
      thereof by the parties hereto shall so survive the completion of
      performance and termination of this Agreement, including, without
      limitation, provisions for indemnification and the making of any and all
      payments due hereunder.

      (B) Headings Descriptive headings in this Agreement are for convenience
      only and shall not affect the construction of this Agreement.

      (C) Industry Terms Words having well-known technical or trade meanings
      shall be so construed, and all listings of items shall not be taken to be
      exclusive, but shall include other items, whether similar or dissimilar to
      those listed, as the context reasonably requires.

      (D) Rule of Construction No rule of construction requiring interpretation
      against the drafting party hereof shall apply in the interpretation of
      this Agreement.


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                                  CONFIDENTIAL
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23. Entire Agreement. This Agreement consists of (i) all the terms and
conditions contained herein, and (ii) all documents incorporated herein
specifically by reference. This TSA constitutes the complete and exclusive
statement of the understandings between the parties and supersedes all proposals
and prior agreements (oral or written) between the parties relating to the
Switched Services provided hereunder. No subsequent agreement between the
parties concerning the Switched Services shall be effective or binding unless it
is made in writing and subscribed to by Customer and WorldCom.

24. Other Agreements. Customer acknowledges and agrees that this Agreement and
the Switched Services described herein may not be combined with any other
switched services products or services offered by WorldCom, WorldCom's parent
company or WorldCom's affiliates. Additionally, Customer acknowledges and agrees
that:

      (A) Current Services As of the Effective Date of this Agreement, (i) all
      switched telecommunications services ("Current Services") offered by
      WorldCom (formerly WilTel, Inc.), WorldCom's parent company, WorldCom,
      Inc. (formerly LDDS Communications, Inc.) or any of WorldCom's affiliates,
      including without limitation, IDB WorldCom Services, Inc. (hereinafter
      referred to as the "WorldCom Group"), which are currently being provided
      Customer (which for purposes of this Section 24 will include Customer's
      parent company, Customer's subsidiaries and any other entities under
      common control with Customer; hereinafter referred to as the "Customer
      Group") pursuant to existing service agreements ("Existing Agreements")
      will be canceled and no longer in force or effect except for charges or
      credits due for Current Services rendered as of the Effective Date of this
      Agreement and provisions intended to survive termination, such as
      limitation of liability, indemnification and confidentiality, and (ii) all
      Current Services provided a member of the Customer Group by a member of
      the WorldCom Group will be provisioned under the terms and conditions of
      this TSA. Simultaneous with the execution of this Agreement, if
      applicable, Customer shall cause all members of the Customer Group to
      agree to the cancellation of such Existing Agreements and the provision of
      Current Services under the terms and conditions of this Agreement and
      Customer agrees to provide WorldCom with reasonable documentation
      evidencing such agreement.

      (B) Third Party Agreements If Customer acquires or merges or combines with
      a third party after the Effective Date of this Agreement, and such third
      party has existing agreement(s) with a member of the WorldCom Group
      (collectively referred to as the "Third Party Agreements") for the
      provision of switched telecommunications services ("Third Party Existing
      Services"), then ninety (90) days following the date of such acquisition,
      merger or combination (or such earlier date contained in a written notice
      from Customer to WorldCom) (the "Transfer Date"), (i) the Third Party
      Agreements will be canceled and no longer in force or effect except for
      commitments, if any, contained in such Third Party Agreements and charges
      and credits due for Services rendered prior to the Transfer Date, (ii)
      Third Party Existing Services will be provisioned under this Agreement,
      and (iii) the aggregate commitment(s) (e.g., revenue, volume, minute,
      etc.) remaining under such Third Party Agreements, if any, shall be added
      on a pro rata basis to the commitment(s), if any, existing under this
      Agreement. Simultaneous with the closing of such acquisition, combination
      or merger, Customer will cause such third party and all of its affiliates
      who are parties to such Third Party Agreements, to agree to the
      cancellation of such Third Party Agreements and the provision of Third
      Party Existing Services under the terms and conditions of this Agreement
      and Customer agrees to provide WorldCom with reasonable documentation
      evidencing such agreement. In the event any Third Party Agreement(s) have
      a provision similar to the provision contained herein, the parties agree
      to negotiate in good faith concerning which agreement (i.e., this
      Agreement or any Third Party Agreement) shall survive and which
      agreement(s) shall be terminated.


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                                  CONFIDENTIAL
<PAGE>   12

            Example: Assume (i) Customer's Commitment is $500,000, (ii) there
            are twenty-four (24) months remaining in the Service Term of this
            Agreement, and (iii) Customer acquires a third party who has an
            existing switched telecommunications services agreement with a
            member of the WorldCom Group which contains a minimum monthly
            revenue commitment of $250,000 and has ten (10) months remaining in
            the term of such agreement Customer's "new" Commitment will be
            $604,166 for the remaining twenty-four (24) months in the Service
            Term {$500,000 + [($250,000 x 10)/24]}.

      IN WITNESS WHEREOF, the parties have executed this Telecommunications
Services Agreement as of the dates set forth below which Agreement will be
effective as described in the PET attached hereto.

WORLDCOM NETWORK SERVICES, INC.           LOCAL FIBER, LLC                     
                                                                               
                                                                               
By: /s/ John Giambalvo                    By: /s/ John J. Marchaesi            
    -----------------------                   -----------------------          
         (Signature)                               (Signature)                 
                                                                               
   John Giambalvo                            John J. Marchaesi                 
---------------------------               ---------------------------          
         (Print Name)                              (Print Name)                
                                                                               
   Regional Sales Director                Sr. V.P. Finance and Administration  
---------------------------               ---------------------------          
         (Title)                                   (Title)                     
                                                                               
   4/13/98                                    4/9/98                           
---------------------------               ---------------------------          
         (Date)                                    (Date)                      


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                                  CONFIDENTIAL