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                                                                    EXHIBIT 10.1



                           THIRD AMENDED AND RESTATED
                                SERVICE AGREEMENT


        This Third Amended and Restated Service Agreement (this "Agreement") is
        made as of April 16, 1998, (the "Effective Date"), by and between Excel
        Telecommunications Inc., a Texas corporation ("Excel"), and IXC Long
        Distance, Inc., IXC Carrier, Inc., and IXC Broadband Services, Inc.
        (collectively, "IXC").

                                   Background

        A. Excel and Switched Services Communications, L.L.C., a subsidiary of
        IXC, previously entered into that certain Second Amended and Restated
        Service Agreement dated as of January 1, 1996 (the "Original
        Agreement"), which provided for the provision of long distance services
        to Excel.

        B. Excel and IXC previously entered into a Preferred Vendor Status
        Agreement dated January 1, 1996 (the "Preferred Vendor Status
        Agreement").

        C. Telco Communications Group, Inc. ("Telco") and IXC Carrier, Inc.
        previously entered into a Service Agreement dated December 15, 1995 (the
        "Telco Service Agreement").

        D. The parties hereto desire to amend and restate the Original Agreement
        in its entirety by entering into this Agreement, which shall supersede
        and replace the Original Agreement and the Telco Service Agreement, and,
        in connection therewith, desire to terminate the Original Agreement, the
        Telco Service Agreement and the Preferred Vendor Status Agreement.

                               Terms of Agreement

        Accordingly, in consideration of the foregoing and for the mutual
        promises set forth below, the parties hereby agree as follows:

        1.     Switched Access Services.

        1.1 Scope of Services. As set forth below, IXC shall provide long
        distance services to Excel, as set forth on Exhibit A (Xclusive
        Services) and Exhibit B (Xnet Services) attached hereto (together with
        the use of the IXC Online Software, the "Switched Services"). IXC shall
        charge Excel for such Switched Services from the establishment of answer
        supervision (i.e. call connection between the calling telephone and the
        called telephone) until termination of such connection as reasonably
        determined by IXC, calculated on the basis of six second increments for
        the duration of the telephone calls using such Switched Services in
        accordance with the rates shown in Exhibit A or Exhibit B, as
<PAGE>
 
        applicable ("Usage Charges"), as such rates may be adjusted as set forth
        herein and which rates are set forth on such exhibits in whole minute
        increments. Beginning after the end of the second calendar quarter of
        1998, Excel agrees to use its commercially reasonable efforts to deliver
        a network demand forecast thirty (30) days after the end of each
        calendar quarter until the Switched Services Commitment Expiration Date
        in substantially the same form as the form attached hereto as Exhibit J
        and incorporated herein by this reference.

        1.2    Switched Services Take or Pay Commitment.

               (a) Subject to Section 4, Excel shall have a "Switched Services
               Take or Pay Commitment" in the aggregate amount of *, which shall
               be satisfied by Excel during the period commencing on March 1,
               1998, and ending twelve (12) months after the Effective Date (the
               "Switched Services Commitment Expiration Date"). To the extent
               that Excel has not paid (in the form of money or the receipt of
               credits as specified in Section 1.2(b) hereof) for Switched
               Services hereunder in an aggregate amount equal to the aggregate
               amount of the Switched Services Take or Pay Commitment by the
               Switched Services Commitment Expiration Date at the Usage Charge
               rates specified in Exhibit A or Exhibit B, as applicable, then
               Excel shall be obligated to pay to IXC * of the difference of (i)
               the * Switched Services Take or Pay Commitment less (ii) the
               actual amount paid by Excel during such period, whether or not
               such Switched Services are used. Excel shall not be required to
               make any partial or pro rata payments (periodic or otherwise) in
               respect of the Switched Services Take or Pay Commitment prior to
               the Switched Services Commitment Expiration Date. All Usage
               Charges for domestic and international terminating minutes, 8XX
               origination services, switchless services, calling cards, debit
               cards and Mexico 800 origination services provided under the
               Switched Services shall be counted towards the Switched Services
               Take or Pay Commitment.

               (b) Excel shall pay for Switched Services hereunder at the Usage
               Charges reflected in Exhibit A or Exhibit B, as applicable. In
               addition, all payments received by IXC from Excel (or credits
               received by Excel) with respect to Switched Minutes (whether such
               minutes were used by Excel under the Original Agreement or under
               this Agreement) on or after March 1, 1998, shall count towards
               the Switched Services Take or Pay Commitment. In addition, the
               parties hereby acknowledge that the pricing for Switched Minutes
               under this Agreement is lower than the pricing under the Original
               Agreement and that it is the intent of the parties that Excel
               receive the benefit of such new and reduced pricing for the
               entire calendar year of 1998; provided Excel meets or exceeds the
               Usage 



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               Charges set forth in the last sentence of this Section 1.2(b).
               Accordingly, Excel shall receive and apply such credit against
               and commencing with payments to be made by Excel for minutes used
               in March 1998 and continuing monthly thereafter until such credit
               is fully applied. The credit received by Excel from IXC pursuant
               to this Section 1.2(b) shall be refunded by Excel to IXC in the
               event that Excel, under this Agreement, does not pay to IXC at
               least * in Usage Charges for Switched Services in each of the
               second and third calendar quarters of 1998.

               (c) Upon Excel's satisfaction of the Switched Services Take or
               Pay Commitment, for every * dollars (*) of additional Switched
               Services revenue, Excel's Private Line Take or Pay Commitment (as
               defined below) shall be credited * dollar (*), up to a credit
               amount not to exceed *.

        1.3 Resale of Switched Services. Subject to the terms hereof, Excel may
        resell Switched Services to its customers. After the * Switched Services
        Take or Pay Commitment has been met, Excel may request from time to time
        to migrate additional LATAs to IXC's network, and IXC may accept or
        reject such requests based upon available capacity, provided, however,
        that so long as Excel is not in breach of this Agreement and uses
        Switched Services in a particular LATA, IXC cannot terminate Switched
        Services in such LATA or refuse to allow Excel to add additional ANIs
        (as such term is defined below) in such LATA. Notwithstanding the
        foregoing, however, in the event (i) Excel has a reasonable basis for
        believing that it can rightfully terminate this Agreement pursuant to
        Section 7 and in good faith gives notice to IXC of termination of this
        Agreement under such section; (ii) such termination is later determined
        not to have been made properly under this Agreement, and (iii) Excel is
        required to pay damages or other relief to IXC measured in whole or in
        part by its Switched Services Take or Pay Commitment over any period,
        the measurement of the amount of the commitment to be paid after such
        notice of termination shall be as further explained in Section 9(b)
        hereof.

        1.4 Excluded ANIs. As more specifically described in Exhibit F, IXC
        shall process all automatic number identifiers ("ANIs") supplied by
        Excel within 24 hours of receipt. IXC shall have the right to reject
        ANIs supplied by Excel in the event of (i) failure to cure a material
        default by Excel hereunder; (ii) the loss of certification by Excel to
        provide long distance in the jurisdiction in which the ANI is located
        (and only to the extent that the ANI is in such jurisdiction), or (iii)
        the failure of Excel to send IXC ANIs in material compliance with the
        format mutually agreed upon by the parties. Excel currently sends ANIs
        to IXC in accordance with the IXC Online Process (the "IOL Process"),
        and Excel and IXC hereby agree that the IOL Process is an acceptable
        format for the submission of 



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*  Confidential material has been omitted and filed
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<PAGE>
 
        ANIs to IXC and any change to this format shall be reasonable and shall
        be given to Excel no less than fourteen (14) days prior to any such
        change to the IOL Process. Excel and IXC hereby acknowledge and agree
        that each will negotiate in good faith in order to execute a software
        license agreement related to the IOL Process in substantially the same
        form as the form attached hereto as Exhibit G and incorporated herein by
        this reference.

        1.5 RBOC Termination/Origination. IXC hereby acknowledges and agrees
        that the Excel and Telco traffic comprising Xclusive origination
        service, as it pertains to the Switched 1+ (hereinafter "Xclusive
        Origination Service"), and Xclusive termination service, as it pertains
        to the Switched 1+ (hereinafter, "Xclusive Termination Service"), for
        the entire twelve (12) month period ("Prior Twelve Month Period")
        beginning April 1, 1997 and ending March 31, 1998 (including but not
        limited to the months of January 1998, February 1998, and March 1998),
        when measured monthly, is in full and complete compliance with the
        permissible ratios set forth in this Section 1.5 such that no surcharge
        would be charged to Excel on any of Excel's traffic had such a provision
        existed in the Original Agreement or on Telco's traffic had such a
        provision existed in the Telco Service Agreement. Prior to this Section
        1.5 being effective, IXC shall deliver to Excel an Officer's Certificate
        certifying the accuracy and setting forth in reasonable detail the
        following information for each month of the Prior Twelve Month Period:
        (a) the percentage of Excel Xclusive Origination Service traffic in each
        LATA or OCN, RBOC, and non-RBOC; and (b) the percentage of Excel
        Xclusive Termination Service traffic in each LATA or OCN, RBOC, and
        non-RBOC. If IXC fails to provide such information to Excel within 30
        days of the Effective Date, Excel shall so notify IXC and IXC shall have
        45 days from the date of such notice to provide the information as
        specified in the immediately proceeding sentence or this Section 1.5
        shall be deleted in its entirety and shall have no force and effect. The
        parties hereto hereby agree that they will mutually agree upon
        applicable ratios and cure periods for the Xnet Services as it pertains
        to RBOC termination and origination and in no event shall the ratios and
        cure periods for originating and terminating Xnet Services minutes be
        more restrictive on Excel than those specified in this Section 1.5.

        IXC hereby acknowledges and agrees that, when measured on a monthly
        basis, the following is true and correct for each month of the Prior
        Twelve Month Period: (i) at least * of Excel's Xclusive Termination
        Service minutes terminates in a RBOC (as hereinafter defined) and (ii)
        at least * of Excel's Xclusive Origination Service minutes originates
        in a RBOC and but for this representation Excel would not have entered
        into this Agreement. Notwithstanding anything to the contrary contained
        herein, the parties hereby agree that if the actual average percentage
        (measured by taking the average of each month of the Prior Twelve Month
        Period ("Actual Average Percentages")) of 



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*  Confidential material has been omitted and filed
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<PAGE>
 
        (i) Excel's Xclusive Termination Service minutes that terminate in a
        RBOC and (ii) Excel's Xclusive Origination Service minutes that
        originate in a RBOC is lower than the following percentages
        ("Permissible Percentages"): (a) for Xclusive Origination Service, at
        least * of the minutes originate in a RBOC and (b) for Xclusive
        Termination Service, at least * of the minutes terminate in a RBOC,
        then the following must occur before IXC may apply any surcharge, set
        forth in this Section 1.5, to any of Excel's Switched Services: (i) IXC
        shall give Excel notice of the Actual Average Percentages (the "Actual
        Average Percentages Notice"); (ii) Excel shall have six (6) months (the
        "Six Month Period") from the receipt of the Actual Average Percentages
        Notice to achieve the Permissible Percentages; (iii) the surcharges set
        forth in this Section 1.5 shall only be applied to Excel's Switched
        Services minutes after the Six Month Period; and (iv) Excel shall use
        its commercially best efforts to bring its Xclusive Termination Service
        and Xclusive Origination Service into compliance with the Permissible
        Percentages. If, during the Six Month Period, the percentage (when
        measured on a monthly basis) of Excel's Xclusive Origination Service
        minutes originating in a RBOC is less than the corresponding percentage
        of the Actual Average Percentages ("Beginning Origination Percentage"),
        then IXC shall have the right to apply a * per minute surcharge to
        the Xclusive Originating Service minutes by which Non-RBOC origination
        exceeds the Beginning Origination Percentage of the total monthly
        service of such month. If during the Six Month Period, the percentage
        (when measured on a monthly basis) of Excel's Xclusive Termination
        Service minutes terminating in a RBOC is less than the corresponding
        percentage of the Actual Average Percentage ("Beginning Termination
        Percentage"), then IXC shall have the right to apply a * per minute
        surcharge to the Xclusive Terminating Service minutes by which Non-RBOC
        termination exceeds the Beginning Termination Percentage of the total
        monthly service of such month.

        Following the service commencement date of Xclusive Origination Service
        or, if applicable, the Six Month Period, Excel will maintain at least
        * of the originating minutes of domestic United States traffic
        ("Xclusive Originating Minutes") (measured over an entire calendar
        month) in a Regional Bell Operating Company and such other local
        exchange companies set forth below in this Section 1.5 (collectively,
        "RBOC"). In the event that Excel's Xclusive Originating Minutes exceed
        * by up to and including * in Non-RBOCs (as hereinafter defined) for
        two (2) consecutive months (when measured on a monthly basis), then IXC
        shall give Excel written notice of such breach ("* Breach"). Upon
        Excel's failure to cure a * Breach within sixty (60) days after receipt
        of written notice by IXC to Excel of such breach, IXC shall have the
        right to apply a * per minute surcharge to the number of Xclusive
        Originating Minutes by which Non-RBOC origination exceeds * of the
        total monthly service; provide however such surcharge shall only be
        applied to such originating minutes used by Excel after this 60 day cure
        period. In the event that Excel's Xclusive Originating



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        Minutes exceed * by more than but not including * when measured on a
        monthly basis in Non-RBOCs, then IXC shall have the right to apply a
        * per minute surcharge to the Xclusive Originating Minutes by which
        Non-RBOC origination exceeds * of the total monthly service in such
        month.

        Following the service commencement date for the Xclusive Termination
        Services or, if applicable, the Six Month Period, Excel will maintain at
        least * of the terminating minutes of domestic United States traffic
        ("Xclusive Terminating Minutes") (measured over an entire calendar
        month) in a RBOC. In the event that Excel's Xclusive Terminating Minutes
        exceed * by up to and including * in Non-RBOCs for two (2)
        consecutive months (when measured on a monthly basis), then IXC shall
        give Excel written notice of such breach ("* Termination Breach"). Upon
        Excel's failure to cure a * Termination Breach within sixty (60) days
        after receipt of written notice by IXC to Excel of such breach, IXC
        shall have the right to apply a * per minute surcharge to the number
        of Xclusive Terminating Minutes by which Non-RBOC termination exceeds
        * of the total monthly service; provide however such surcharge shall
        only be applied to such terminating minutes used by Excel after this 60
        day cure period. In the event that Excel's Xclusive Terminating Minutes
        exceed * by more than but not including * and less than and including
        * when measured on a monthly basis in Non-RBOCs, then IXC shall give
        Excel written notice of such breach ("* Termination Breach"). Upon
        Excel's failure to cure a * Termination Breach within thirty (30)
        days after receipt of written notice by IXC to Excel of such breach, IXC
        shall have the right to apply a * per minute surcharge to the number
        of Xclusive Terminating Minutes by which Non-RBOC termination exceeds
        * of the total monthly service; provide however such surcharge shall
        only be applied to such terminating minutes used by Excel after this 30
        day cure period. In the event that Excel's Xclusive Terminating Minutes
        exceed * by more than but not including * when measured on a monthly
        basis in Non-RBOCs, then IXC shall have the right to apply a * per
        minute surcharge to the Xclusive Terminating Minutes by which Non-RBOC
        termination exceeds * of the total monthly service in such month.

        Notwithstanding anything to the contrary contained herein, IXC shall
        provide Excel with reports setting forth in reasonable detail the
        percentage of Xclusive Terminating Minutes and the percentage of
        Xclusive Originating Minutes by LATA or OCN, RBOC, and Non-RBOC ("RBOC
        Compliance Reports") for the following periods as follows: (i) IXC shall
        deliver to Excel an RBOC Compliance Report on or before the 15th day of
        each calendar month covering the first 12 days of such month's Xclusive
        Terminating Minutes and Xclusive Originating Minutes and (ii) IXC shall
        deliver to Excel an RBOC Compliance Report on or before the 4th day of
        each calendar month covering the entire proceeding month's Xclusive
        Terminating Minutes and Xclusive Originating



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        Minutes. If IXC fails to provide timely either of these reports, then
        IXC may not apply a surcharge pursuant to this Section 1.5 to any of
        Excel's traffic for such month.
        Non-RBOC Origination and Termination is defined as any NPA.NXX.XXXX not
        owned by the following Operating Company Numbers:

               9102          NEW ENGLAND TEL&TEL
               9104          NEW YORK TEL CO
               9206          BELL ATLANTIC NJ
               9208          BELL ATLANTIC PA
               9211          BELL ATLANTIC DC
               9210          BELL ATLANTIC DE
               9212          BELL ATLANTIC MD
               9213          BELL ATLANTIC VA
               9214          BELL ATLANTIC WV
               9321          OHIO BELL TEL CO
               9323          MICHIGAN BELL TEL CO
               9325          INDIANA BELL TEL CO
               9327          WISCONSIN BELL TEL CO
               9329          ILLINOIS BELL TEL CO
               9417          SOUTHERN BELL TEL CO
               9419          SOUTH CENTRAL BELL
               9533          SOUTHWESTERN BELL
               9631          NORTHWESTERN BELL
               9636          MOUNTAIN BELL TEL CO
               9638          PACIFIC NORTHWEST BELL
               9740          PACIFIC BELL
               9348          CINCINNATI BELL
               9147          SOUTHERN NEW ENGLAND TELEPHONE
               9742          NEVADA BELL

        1.6 Service Interconnections. In order to utilize Xnet Services, Excel
        shall be solely responsible for establishing and maintaining a full
        time, dedicated connection (a "Service Interconnection") between its
        network and one of IXC's designated hubs, set forth in Exhibit H,
        attached hereto and incorporated herein by this reference ("HUBS"),
        subject to IXC's approval in accordance with the terms of this Agreement
        and which approval may not be unreasonably withheld. If a Service
        Interconnection is proposed to be made using a LEC, IXC may require
        Excel to utilize IXC's entrance facilities or local service arrangement
        ("LSA") with the relevant LEC, and Excel shall be subject to a
        non-discriminatory charge therefor from IXC, subject to a reasonable
        upward adjustment not to exceed the actual non-discriminatory LEC charge
        plus 1% of such LEC charge. Once 



                                      -7-
<PAGE>
 
        ordered, and unless otherwise provided for in this Agreement, Service
        Interconnections and the circuits comprising each Service
        Interconnection may only be canceled by Excel upon at least thirty days
        prior written notice to IXC, or if longer, the length of the
        cancellation period of the underlying carrier.

        2.     Private Line Services.

        2.1 Scope of Services and Rates. IXC shall use its best efforts
        (considering the needs of its other customers) to provide the private
        line services described on Exhibit C attached hereto ("Private Line
        Services" and, together with Switched Services, the "Services") for
        which a Purchase Order has been accepted and duly executed by authorized
        representatives of both parties. *. A form of Purchase Order relating to
        the circuits ("Circuits") is attached hereto as Exhibit D. The rates for
        Private Line Service are set forth in Exhibit C. Such rates are valid
        (and shall not be subject to increase without Excel's prior written
        consent or agreement) until the Private Line Commitment Expiration Date
        (as defined below) or, if later, until forty-eight (48) months after the
        Private Line Commencement Date (as defined below). IXC may thereafter
        change such rates, but not for any Circuit then in service. Excel may
        also order the other services listed in Exhibit C, subject to
        availability.

        IXC will provide IMT capacity among all of the cities listed as On-Net
        cities on Exhibit C attached hereto, which shall be treated as On-Net
        cities for all purposes, including rates and reconfiguration. The city
        of Atlanta shall be treated as On-Net for all purposes including rates
        and reconfiguration on the earlier of (i) date it is added to the IXC
        network and becomes available on IXC's fiber expansion routes and (ii)
        December 1, 1998. The cities of * shall be treated as On-Net cities for
        purposes of rates, but not for purposes of reconfiguration, and shall
        become On-Net cities, for all purposes when added to the IXC network and
        becomes available on IXC's fiber expansion routes. IXC shall notify
        Excel within twenty (20) business days as additional cities become
        available on IXC's fiber expansion route and shall provide Excel monthly
        progress reports regarding the addition of cities to the IXC network.
        Further, the Off-Net rates shall be set forth on Exhibit C; except that
        the pricing for * shall be the lesser of the rate set forth on Exhibit C
        and * per V&H mile.

        2.2    Private Line Take or Pay Commitment.

               (a) Subject to Sections 1.2, 2.4, 2.5, and 4, Excel shall have a
               "Private Line Take or Pay Commitment" commencing on May 1, 1998
               (such date 



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<PAGE>
 
                being referred to herein as the "Private Line Commencement
                Date"), and continuing until Excel has attained total cumulative
                revenues under this Agreement from Private Line Services of
                * (such date being referred to herein as the "Private
                Line Commitment Expiration Date"). As used herein, "Private Line
                Take or Pay Commitment" shall mean, with respect to a certain
                period and amount, that Excel generally has the obligation to
                pay for such Private Line Service hereunder in such amount by
                each Benchmark Month (as hereinafter defined) during such
                period, whether or not such Private Line Service is used;
                however, such obligation shall be cumulative and shall be
                subject to certain periodic benchmarks, which means that to
                determine Excel's payment obligations under its Private Line
                Take or Pay Commitment with respect to any month, the following
                rules shall apply: (i) the Private Line Take or Pay Commitment
                does not require Excel to use or pay for a minimum amount of
                Private Line Services each and every month, rather Excel shall
                be required only to meet the following benchmarks at the end of
                the following months after the Private Line Commencement Date
                (each, a "Benchmark Month"): (A) at the end of the twelfth
                (12th) month after the Private Line Commencement Date, Excel
                shall have used or paid for * million in Private Line
                Services; (B) at the end of Month 18, * million; (C) at the
                end of Month 24, * million; (D) at the end of Month 30, *
                million; (E) at the end of Month 36, * million; (F) at the end
                of Month 42, * million; and (G) at the end of Month 48, *
                million (which means that at the end of each Benchmark Month,
                Excel's obligation shall be solely to have used or paid for
                Private Line Services during the period beginning on March 1,
                1998 and ending with such Benchmark Month in an amount equal to
                the amount set forth immediately after each such Benchmark Month
                in this Section 2.2(a)(i)(A)-(G)); and (ii) if Excel has not met
                its cumulative monthly commitment at the end of any Benchmark
                Month, Excel shall have ninety (90) days from end of the
                Benchmark Month to make up such deficit and become current in
                its then-applicable Benchmark Monthly commitment before it is
                required to pay for such deficit (provided that Excel shall be
                granted a three (3) month grace period with respect to the last
                Benchmark Month). In the event Excel is required to pay such
                deficit, Excel shall be required to pay * of the difference
                between the Benchmark Monthly commitment and the actual
                cumulative usage. All private line circuit charges for Private
                Line Services provided under this Agreement, under any purchase
                order from Excel, and under the Telco Service Agreement form and
                after March 1, 1998 and all Switched Services minutes used after
                the Switched Services Take or Pay Commitment has been fulfilled
                (in accordance with Section 1.2 (c)) shall be counted towards
                the Private Line Take or Pay Commitment.



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                (b) The parties hereby acknowledge that the pricing for Private
                Line Services under this Agreement is lower than pricing under
                the Telco Service Agreement and that it is the intent of the
                parties that Telco receive the benefit of such new pricing
                retroactively, such that it shall apply to all Private Line
                Services used by Telco under the Telco Service Agreement or by
                Excel from and after March 15, 1998. Accordingly, to the extent
                that any amounts paid by Excel or Telco with respect to all
                Private Line Services used on and after March 15, 1998, that
                were based on the pricing for Private Line Services under the
                Telco Service Agreement, then Excel shall receive a credit
                towards Private Line Services used under this Agreement in an
                amount equal to the amount actually paid for such Private Line
                Services less the amount that would have been due and payable by
                Telco had the pricing set forth in this Agreement been in effect
                and used to calculate such payments. Excel shall receive such
                credit commencing with payments to be made by Excel for Private
                Line Services used in March 1998 and continuing monthly
                thereafter until such credit is fully applied.

                (c) Subject to the terms hereof, Excel may resell the Private
                Line Services to its customers.

        2.3 Portability. All On-Net Service which has been in-service for at
        least three (3) months and provided to Excel, Telco or Excel
        Communications, Inc. ("ECI") or an affiliate or subsidiary of Excel,
        Telco or ECI under the terms of this Agreement shall be subject to
        Portability within all areas served by IXC's network. To invoke
        Portability, Excel must provide thirty (30) days prior written notice
        for reconfiguration of existing service. The replacement service must
        have a term for the months remaining on the disconnected Private Line
        Services and revenue equal to or greater than those associated with the
        disconnected Private Line Service. The price of any On-Net replacement
        Private Line Service shall be calculated pursuant to Exhibit C. A
        reconfiguration charge as outlined in Exhibit C will be charged for all
        circuit reconfigurations. For purposes hereof, "Portability" shall mean
        to change the city or cities in the Circuit's city pair to a different
        city pair location.

        2.4 Installation Periods/Credits. If IXC receives a firm Marketing
        Service Order ("MSO") or Excel Purchase Order from Excel for DS-1 and/or
        DS-3 level interexchange service between On-Net cities, IXC shall
        install the applicable equipment and commence providing such service
        within thirty (30) days from the date of IXC's receipt of Excel's MSO or
        Excel Purchase Order (unless within 72 hours of receipt of such MSO or
        Excel Purchase Order, IXC gives Excel written notice that it must
        purchase equipment to fulfill the MSO or Excel Purchase Order, in which
        case IXC shall have a reasonable period of time to purchase the



                                      -10-
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        equipment and commence providing service, but not to exceed 120 days).
        With respect to Off-Net cities, IXC must fill such MSOs or Excel
        Purchase Order within the time period that the third party carrier must
        fill IXC's orders (and IXC, upon the execution of this Agreement, shall
        provide Excel with the time period for its major suppliers of private
        line services). In the event IXC is unable to commence providing any
        service within such time periods, Excel may cancel such MSO or Excel
        Purchase Order and order such service (or portion thereof) from a third
        party. Upon written request, Excel shall not be required to make any
        Circuit Lease payments with respect thereto (and the related Circuit
        Lease shall be terminated), and Excel shall be entitled to a reduction
        in the Private Line Take or Pay Commitment in an amount equal to the
        monthly recurring interexchange service charges paid by Excel to such
        third parties for such service for the term of such third party circuit
        leases. IXC agrees to waive all installation charges in connection with
        any installations hereunder.

        2.5 Outage Credits. IXC shall give Excel a credit in accordance with
        IXC's then-current outage policy for periods in which any Circuit loses
        continuity and fails to comply with applicable specifications.

        2.6 Definitions. For purposes hereof: "Available" means all necessary
        IXC equipment for a Circuit has been installed. "Activation Date" means
        the date a Circuit is first made Available to Excel. "Circuit" means a
        DS-0, DS-1 or DS-3. "Circuit Lease Term" means the term of a Circuit
        specified in the applicable Purchase Order and such term shall not be
        more than twelve (12) months in length. "Circuit Mileage" means the
        length of a Circuit specified in the applicable Purchase Order. "DS-0"
        means a circuit complying with TR-TSY-000333. "Switched and Special
        Access Services - Transmission Parameter Limits and Interface
        Combinations" Issue 1, July 1990. A "DS-1" is a signal conforming to the
        requirements set forth in Sections 9.3 and 10.2 of Bellcore
        TR-NWT-000499, Issue 5, December 1993. A "DS-3" is a signal conforming
        to the requirements set forth in Section 9.6 and 10.5 of Bellcore
        TR-NWT-000499, Issue 5, December, 1993. "Purchase Order" means any Excel
        purchase order accepted by IXC. "Requested Service Date" means the date
        Private Line Service on a Circuit is requested to commence specified in
        the applicable Purchase Order. "Service" means transmission service
        provided between North American DSX standard cross-connect panels
        located in IXC's terminal locations.

        3.     Term.

               (a) Unless earlier terminated pursuant to the terms hereof, the
               term of this Agreement with respect to Switched Services (the
               "Switched Services Term") shall commence on March 1, 1998 and
               shall continue until the later of (a) the date on which the
               Switched Services Take or Pay 



                                      -11-
<PAGE>
 
                Commitment has been met and (b) the date that is twelve (12)
                months after the Effective Date. Unless earlier terminated
                pursuant to the terms hereof, the term of this Agreement with
                respect to Private Line Services (the "Private Line Services
                Term") shall commence on the Effective Date and shall continue
                until the later of (a) the date on which the Private Line Take
                or Pay Commitment has been met and (b) the date that is
                forty-eight (48) months after the Private Line Commencement Date
                (unless the three (3) month grace period is applicable, as
                provided in Section 2.2(a), and in which case, that date that is
                51 months after the Private Line Commitment Date). In the event
                that Excel meets the Switched Services Take or Pay Commitment
                prior to the expiration of the Switched Services Term, the
                Switched Services Term shall continue until the expiration of
                such twelve (12)-month period and the same rates and charges for
                Switched Services shall remain in effect, provided that Excel
                shall no longer be subject to or required to meet any monthly
                minimum commitments for Switched Services. In addition, in the
                event that Excel meets the Private Line Take or Pay Commitment
                prior to the expiration of the Private Line Services Term, the
                Private Line Services Term shall continue until the expiration
                of such forty-eight (48) or fifty-one (51) month period, as the
                case may be, and the same rates and charges for Private Line
                Services shall remain in effect, provided that Excel shall no
                longer be subject to or required to meet any monthly minimum
                commitments for Private Line Services.

                (b) At the expiration of the Switched Services Term or the
                Private Line Services Term, as the case may be, this Agreement
                shall be extended automatically for successive 30-day periods at
                the same rates but without any minimum commitments hereunder,
                unless either party gives written notice at least thirty (30)
                days prior to the expiration of the Switched Services Term or
                the Private Line Services Term, as applicable (or any renewal
                thereof), of its intent not to renew this Agreement with respect
                to the provision of Switched Services or Private Line Services,
                as the case may be. Termination of this Agreement with respect
                to either Switched Services or Private Line Services shall not,
                by itself, affect the validity of this Agreement with respect to
                the other.

                (c) This Agreement shall terminate in full upon the later to
                occur of (i) the expiration or earlier termination (without
                renewal) of the Private Line Services Term and (ii) the
                expiration or earlier termination (without renewal) of the
                Switched Services Term.

                (d) Excel shall have a one hundred thirty-five (135) day period
                (the "Migration Period") after termination of this Agreement (or
                in the case of a Better Offer (as defined herein), after the
                period IXC elects not to match 



                                      -12-
<PAGE>
 
                a Better Offer and the expiration of the 30 day written notice
                by Excel of its intent to move its traffic) to migrate its
                Switched Services and Private Line Services traffic from the IXC
                network to another network. During such Migration Period, IXC
                shall use commercially reasonable efforts to assist Excel with
                such migration and to ensure that Excel is able to migrate its
                traffic to another network without significant interruption of
                service and, in connection therewith, shall continue to provide
                Switched Services and Private Line Services to Excel in
                accordance with the terms hereof at the same Usage Charges
                specified in Exhibits A, B and C attached hereto.

        4.     Pricing Changes.

               *




                                      -13-

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
        *

        *


                                      -14-

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
        *

        *





                                      -15-

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
                *


        5. Priority. Excel shall have the first priority among IXC's customers
        for all of Excel's traffic making up its Switched Services and Private
        Line Take or Pay Commitments in accordance with the distribution of such
        traffic set forth in Exhibit E.


        6.     Charges and Payment.

        6.1    Invoicing.

               (a) Usage Charges for Switched Services shall be billed once per
               month and payable following the end of each period in which
               actual Usage has been incurred.

               (b) With respect to Private Line Services, Excel will be invoiced
               monthly on the 20th day of each month for: (i) the monthly lease
               rate for the following month as set forth on Exhibit C (prorated
               for any partial month) for each Available Circuit; and (ii) the
               charges for other services received. The first invoice shall be
               for the first two months; each invoice thereafter shall be for
               the following month.

               (c) In the event that Excel is required to make any payments
               hereunder with respect to its Switched Services Take or Pay
               Commitment or its Private Line Take or Payment Commitment in any
               month for services not actually used by Excel, then Excel shall
               receive a credit in the amount of such payment to be applied
               against the amount of any such future Services actually used by
               Excel that exceed the applicable monthly commitment (as
               calculated on a then-cumulative basis) in future months.

               (d) All Usage Charges and Private Line Service charges for
               Circuits shall be due and payable by Excel to IXC within 30 days
               after the date of the receipt by Excel of the invoice. Each Excel
               invoice must be paid by Excel via wire transfer of immediately
               available U.S. funds to an account designated by IXC so that
               payment is received by IXC on or before the applicable due date.
               IXC agrees that (i) the Excel invoice date will be the 



                                      -16-

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
               same day the Excel invoice is faxed to Excel, and (ii) the Excel
               invoice will be faxed on a business day.

               (e) IXC shall deliver to Excel written notice with respect to any
               amount not received by IXC within five (5) business days after
               the due dates specified in Section 6.1(d) above. In the event
               that any payment remains unpaid after five (5) business days
               following the date of receipt by Excel of this IXC notice for
               such payment, such payment shall be deemed "past due" and shall
               be subject to a late payment charge equal to the lesser of: (A)
               one percent of the unpaid balance per month from the invoice
               date; or (B) the maximum rate allowed under applicable state law.

               (f) Notwithstanding anything to the contrary contained herein,
               Excel may withhold payment on amounts disputed in good faith by
               providing written notice of disputes with any Excel invoice
               within thirty (30) business days after receipt of an Excel
               invoice. Alternatively, Excel may pay disputed amounts or
               undiscovered discrepancies without losing any of its rights of
               recovery. Excel has an affirmative obligation of providing
               written notice of any disputes with an Excel invoice within 120
               business days after receipt by Excel. If Excel does not report a
               good-faith dispute within the 120 business day period, Excel is
               deemed to have waived its dispute rights for that Excel invoice
               and the IXC billing system inputs and outputs, including without
               limitation, the CDR and answer supervision, are deemed accurate
               and final. IXC will use its best efforts to resolve timely
               disputes within 30 business days after its receipt of the dispute
               notice. If such dispute is not resolved to the reasonable
               satisfaction of the parties within 30 business days after receipt
               of such notice, then Excel may commence an arbitration proceeding
               against IXC in accordance with the terms hereof.

        The Excel facsimile number and contact person for purposes of this
        Section is (214) 863-8959, Attention: Executive Vice President-Network
        Operations with a copy to General Counsel at facsimile number (214)
        863-8838. Excel may change said facsimile number and contact person upon
        written notice to IXC. The IXC facsimile number and contact person for
        purposes of this Section is (888) 335-1339, Attention: Billing
        Department with a copy to IXC Contract Administration.

6.2 Upon the occurrence of either (a) a payment remaining past due for a period
in excess of thirty (30) days after Excel received the second invoice with
respect thereto or (b) Excel having its fifth past due payment hereunder, then
in either such case, Excel shall be in material breach (a "Material Payment
Breach") of this Agreement. Excel shall have five (5) business days after its
receipt of written notice from IXC of the Material Payment Breach to cure the
same. If Excel does not timely cure the Material Payment



                                      -17-
<PAGE>
 
Breach, IXC may at its sole option do any of all of the following: (i) cease
accepting or processing orders for such applicable Service; (ii) withhold
delivery of the CDR and cease exchange of information; (iii) draw on any
security deposit or other assurance of payment submitted under this Agreement;
(iv) terminate the provision of such Service or terminate the entire Agreement
without liability to Excel, which termination may include immediate cancellation
of the Services; and (v) subject to Section 8(a), pursue such other remedy or
relief as may be legally available. Payment shall be deemed made when the
transfer has been correctly confirmed by Excel's disbursing bank, so long as
payment is actually received by IXC within three (3) days thereafter.

        6.3 Throughout the term of this Agreement, with respect to Excel's
        customers whose ANIs are subscribed to IXC (or to any IXC overflow
        carrier), Excel is responsible with respect to the Switched Services for
        direct payment of or reimbursement to IXC, but not both, for the
        following charges to the extent that such charges are intended by
        government regulators to apply to carriers who provide
        telecommunications services to end user customers: (i)
        telecommunications relay service charges required by the Americans with
        Disabilities Act or otherwise, (both federal and state), (ii) common
        carrier regulatory fees assessed by the Federal Communications
        Commission (the "FCC") under the Omnibus Budget Reconciliation Act of
        1993, as amended, and (iii) universal service fund charges,
        presubscribed interexchange carrier charges, and payphone compensation
        charges either imposed on IXC by the FCC or state regulatory agencies
        directly or imposed on IXC by other carriers or providers as required by
        the FCC or state regulatory agencies. Excel will only reimburse IXC for
        charges described in this Section 6.3 if such charges are actually
        incurred by IXC and only to the extent that such charges directly relate
        to Excel's ANIs and provided IXC promptly provides copies of invoices
        and other back-up received for such charges. If Excel claims an
        exemption, Excel will promptly provide to IXC evidence of such
        exemption. The above charges will be included on IXC's invoices to Excel
        from time to time, if appropriate. Such charges and fees described in
        this Section 6.3 may not be billed more than three (3) months after IXC
        is billed for such charges.

        7.     Failure of Performance.

               (a) Except as set forth in Section 8(b), the liability of IXC for
               damages for any mistake, omission, interruption, delay, error or
               defect in transmission (a "Failure of Performance") occurring in
               the furnishing of Services hereunder shall be limited to not
               charging Excel for any Services which IXC failed to provide;
               provided such Failure of Performance is not due to IXC's or its
               directors, employees, agents, officers, or affiliates' gross
               negligence or willful misconduct.



                                      -18-
<PAGE>
 
               (b) In the event of a Failure of Performance, IXC shall use
               commercially reasonable efforts to correct such failure as soon
               as reasonably practicable in accordance with Section 26 hereof
               and procedures agreed to by both parties.

               (c) Excel may terminate this Agreement without incurring any
               liability if (i) IXC fails to provide a transmission network as
               warranted in Section 10 below (whether or not caused by force
               majeure) or otherwise fails to comply with any provision of
               Section 10; (ii) IXC fails to deliver call detail records
               promptly on a daily basis Monday through Saturday, including all
               nationally recognized holidays, for the previous 24-hour period's
               traffic; or (iii) IXC fails to fulfill any of the obligations set
               forth on Exhibit F; provided, however, Excel must give IXC
               written notice of any such default and an opportunity to cure
               such default within forty-eight (48) hours of the notice. In the
               event IXC fails to cure any such default within the forty-eight
               (48) hour period on more than three (3) occasions within any
               twelve (12) month period, Excel may terminate this Agreement
               without incurring any liability or cancellation charge relating
               thereto and, in connection therewith, Excel's obligations under
               its Switched Services Take or Pay Commitment and its Private Line
               Take or Pay Commitment shall be terminated and of no further
               force or effect. "Cure", with respect to any default involving an
               action or response required within a certain timeframe, shall
               mean that, for a period of one week, starting within the
               forty-eight (48) hours' cure period, that IXC consistently makes
               such action or response during the required timeframe.

               (d) In the event that IXC loses its authority to provide long
               distance service in a particular jurisdiction, Excel may, without
               liability to IXC, move its Switched Services and/or Private Line
               Services to other carriers, and IXC shall pay all reasonable
               costs associated with such move including, but not limited to the
               following (i) the cost of moving Excel's Switched Services
               Traffic; (ii) any money owed, after such date that IXC loses
               authority, under any Lease Agreement; and (iii) such other
               reasonable costs. In such jurisdictions, Excel's Switched
               Services Take or Pay Commitment shall be reduced in an amount
               equal to the Switched Service charges paid by Excel to such third
               party for such service, and Excel's Private Line Take or Pay
               Commitment shall be reduced in an amount equal to the monthly
               recurring interexchange service charges paid by Excel to such
               third parties for such services for the term of such third party
               circuit leases. Further, IXC shall defend, indemnify, and hold
               harmless Excel from any losses, expenses, demands, and claims in
               connection with IXC's failure to provide Excel the Services
               described herein with proper authority.



                                      -19-
<PAGE>
 
                (e) Excel may cancel its Purchase Order and Circuit Lease Term
                for all Circuits that are subject to a Better Offer at any time
                without further liability hereunder to IXC or any third party
                lessor. In addition, Excel may terminate any Circuit upon 90
                days' notice; provided that if termination occurs: (i) prior to
                the Activation Date, Excel shall reimburse IXC for all costs of
                the implementation of such Circuit; or (ii) on or after such
                date Excel shall pay: (A) all charges for Service previously
                rendered; and (B) the amount due through the end of the Circuit
                Lease Term under the applicable Purchase Order (IXC shall use
                best effort to re-lease such Circuit for such term, refunding to
                Excel the amount so collected, if any).

        8.     Limitation of Liability; Indemnification.

               (a) Subject to Sections 8(b) and 8(c) below, IXC's liability
               arising out of delays in restoration of the Services to be
               provided under this Agreement or out of mistakes, accidents,
               omissions, interruptions, or errors or defects in transmission in
               the provision of Services, shall be limited to the amounts
               collected by IXC for services hereunder. In the event of a proper
               cancellation or termination of this Agreement by Excel during any
               period in which Excel is not in default hereunder, Excel's
               liability shall be limited to the amounts due and unpaid under
               this Agreement as of the date of termination. EXCEPT FOR GROSS
               NEGLIGENCE OR WILLFUL MISCONDUCT, AND SUBJECT TO SECTIONS 8(b)
               AND 8(c) BELOW, IN NO EVENT SHALL IXC BE LIABLE TO EXCEL OR ITS
               CUSTOMERS OR ANY OTHER THIRD PARTY IN ANY RESPECT, INCLUDING,
               WITHOUT LIMITATION, FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL,
               INCIDENTAL, ACTUAL, PUNITIVE, OR ANY OTHER DAMAGES, OR FOR ANY
               LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF
               MISTAKES, ACCIDENTS, OMISSIONS, INTERRUPTIONS, ERRORS, OR DEFECTS
               IN TRANSMISSION, OR DELAYS, INCLUDING, BUT NOT LIMITED TO, THOSE
               WHICH MAY BE CAUSED BY REGULATORY OR JUDICIAL AUTHORITIES,
               ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OBLIGATIONS
               PURSUANT TO THIS AGREEMENT. EXCEPT FOR GROSS NEGLIGENCE OR
               WILLFUL MISCONDUCT, AND SUBJECT TO SECTIONS 8(b) AND 8(c) BELOW,
               IN NO EVENT SHALL EXCEL BE LIABLE TO IXC OR ANY THIRD PARTY FOR
               ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL DAMAGES (OTHER
               THAN UNPAID AMOUNTS UNDER THIS AGREEMENT), OR FOR LOST PROFITS.



                                      -20-
<PAGE>
 
                (b) The limitation on liability set forth in Section 8(a) shall
                not apply (i) to the gross negligence of willful misconduct of
                any party; (ii) to any Losses for which Excel is entitled to
                indemnification under Section 8(c); or (iii) to any Failure of
                Performance resulting from a Year 2000 Failure. As used herein,
                a "Year 2000 Failure" shall mean any Failure of Performance
                resulting from the inability of any software or software
                applications used by IXC or any of its On-Net suppliers (whether
                owned or licensed) in connection with the provision of Services
                hereunder to contain source code that can appropriately
                interpret the upcoming calendar year "2000."

                (c) IXC shall indemnify, defend and hold harmless and the
                officers, directors, employees, agents, affiliates, successors
                and assigns of Excel, from and against any and all losses,
                liabilities, damages, actions, claims, costs and expenses
                (including reasonable attorneys' fees and disbursements and
                costs of investigation, litigation, settlement, judgment,
                interest and penalties) (collectively, "Losses") arising out of
                or resulting from any claim, demand, charge, action, cause of
                action or other proceeding of infringement of any intellectual
                property rights, including patent infringement claims, asserted
                by any third party against the indemnitee resulting from the
                access or use by Excel of Services hereunder, including the use
                of Circuits in accordance with this Agreement.

                (d) For purposes of this Section, the terms "IXC" and "Excel"
                shall be deemed to include, in each case, their shareholders,
                members, managers, officers, employees and affiliates (including
                ECI and Telco and their respective affiliates and subsidiaries
                in the case of Excel), and any person or entity assisting in its
                performance pursuant to this Agreement.

        9.     Suspension of Service; Termination of Agreement.

        In the event Excel: (i) breaches any material provision of this
        Agreement not involving payment and such breach is not cured within 30
        days of notice thereof by IXC to Excel, or (ii) has a Material Payment
        Breach under Section 6.2 hereof; then IXC, upon notice to Excel, may at
        IXC's option and in addition to such other rights or remedies as IXC
        may, without any liability, have under this Agreement:

                (a) take any of the actions specified in Section 6.2, which may
                include suspension of Services to Excel until such time as such
                circumstance is corrected or termination of this Agreement
                (including after suspending Services); and



                                      -21-
<PAGE>
 
                (b) in the event IXC terminates this Agreement pursuant to
                Section 6.2, *

         Notwithstanding anything to the contrary contained herein, during the
         term of this Agreement and for one (1) year thereafter, IXC shall not
         knowingly and expressly waives any right to do any of the following,
         without the prior written consent of Excel: (i) directly contact any of
         Excel's end users to inform them that their long distance service will
         no longer be provided through Excel or otherwise contact any Excel end
         user to market any IXC service or product; (ii) bill and collect from
         Excel's end-users directly (or through its billing agents) for services
         provided by IXC to them; (iii) treat Excel's end-users as IXC customers
         for any purposes; or (iv) withhold delivery of CDRs, except in cases of
         the non payment of undisputed Usage Charges within the time periods
         provided under this Agreement.

         10.    Performance Standards; Warranty; Certification; Maintenance.

                (a) Performance Standards. IXC shall perform all of its
                obligations, and comply with all of the performance standards as
                set forth on Exhibit F attached hereto.

                (b) Fraud Standards. IXC's obligations concerning fraud
                monitoring are set forth in Exhibit F attached hereto. In
                addition, IXC agrees to seek forgiveness of payments to the
                extent possible from countries (such as Guyana and the Dominican
                Republic) where foreign telex companies have agreed to forego
                payments for disputed calls (in the event IXC does not
                reasonably seek such forgiveness, IXC agrees to be liable for
                such disputed calls).

                (c) Private Line Circuits. IXC hereby represents and warrants
                that each Circuit contains all of the functions and features
                contained in the specifications therefor and that each Circuit
                will perform in accordance with and comply with such
                specifications.



                                      -22-

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
                (d) Warranty. IXC will provide a long distance network with
                transmission quality and private line services consistent with
                Exhibit F. OTHER THAN AS SET FORTH IN THIS SECTION 10 AND IN
                EXHIBIT F, IXC MAKES NO OTHER WARRANTY TO EXCEL OR ANY OTHER
                PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO
                THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR
                FITNESS FOR ANY PURPOSE OF ANY SERVICE PROVIDED HEREUNDER OR
                DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH
                WARRANTIES BY IXC ARE HEREBY EXCLUDED AND DISCLAIMED.

                (e) System Maintenance. In the event IXC determines to interrupt
                Services for the performance of routine system maintenance, IXC
                will notify Excel at least five (5) business days prior to the
                interruption, and such notice shall include the scope and length
                of the maintenance and the times during which the maintenance
                will take place, and IXC shall conduct such maintenance during
                non-peak hours. No such interruption shall excuse IXC from
                performance hereunder and shall not constitute a force majeure
                event.

                (f) Maintenance and Trouble Reporting. IXC's fees for Excel
                maintenance support services are as follows:

        Maintenance services shall be defined as all work performed by IXC on
equipment owned by Excel. Maintenance Service charges are not billed for
troubles found within that portion of a circuit provided by IXC. The following
billing rates apply for these services:

        A. * per hour (4 hour minimum-if dispatch is required) Monday through
Friday during the business hours of 8:00 a.m. - 5:00 p.m. local time, exclusive
of the following holidays: New Year's Day, President's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and the day after Thanksgiving and
Christmas Day.

        B. * per hour (4 hour minimum) for overtime work done after business
hours (defined above) and/or on holidays (defined above) and/or all day on
Saturdays and Sundays.

        C. As requests for maintenance services are typically made via
telephone, IXC must be advised in writing as to the person(s) who are authorized
to request service. It is Excel's responsibility to keep IXC apprised of any
changes to its list of representative(s).



                                      -23-

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
        D. To request technical assistance and help under the maintenance
services, a call must be made to IXC's Network Control Center at (800) 426-1488.
This number should be used for IXC technical assistance, troubleshooting or
testing of circuits, not for service impairment or outages. The person calling
in must be on the authorized list in order to commit for charges for this
technical assistance. If that person is not on the list, the request cannot be
accommodated.

        The Network Control Center personnel will take the call, record the
caller's name and phone number along with facts concerning the assistance and
support needed. The caller will then be given the number of the "Assistance
Ticket." Upon completion of work, this "Assistance Ticket" will be given to
IXC's Accounting Department, and Excel will subsequently be billed based upon
the information on that ticket. A copy will be attached to the invoice.

        Except for emergencies, IXC's technicians cannot be dispatched unless
requests are made in accordance with the above call-out procedure. IXC hereby
represents and warrants that it will perform all services under this Section 10
in a good and workman-like manner and in accordance with the applicable
performance standards set forth on Exhibit F.

         11. Notices. Each notice, consent, approval, request, claim, demand,
         direction or other communication (each, a "notice") relating to this
         Agreement shall be in writing and shall be: (i) given in person; (ii)
         sent by registered or certified mail (return receipt requested) or
         courier; or(iii) transmitted by facsimile machine, with a copy of such
         transmission delivered by one of the foregoing methods. Each properly
         given notice shall be deemed to have been given as of the earlier of
         (i) delivery, (ii) four days after the date of mailing, or (iii) the
         date of facsimile transmission (receipt of which is orally confirmed or
         which date is indicated by the facsimile machine of any party). Notices
         not given in person shall be made to the following persons at the
         following addresses and facsimile telephone numbers (which may be
         changed only by properly given notice):

         If to IXC:          IXC Communications, Inc.
                             1122 Capitol of Texas Hwy. South
                             Austin, Texas 78746
                             Attention: Contract  Administration

         with a copy to:     IXC Communications, Inc.
                             1122 Capitol of Texas Hwy. South
                             Austin, Texas 78746
                             Attention:  General Counsel

         If to Excel:        Excel Telecommunications, Inc.



                                      -24-
<PAGE>
 
                             8750 N. Central Expressway, Suite 2000
                             Dallas, Texas 75231
                             Attention:  Kenny A. Troutt

         with a copy to:     J. Christopher Dance, Esq.
                             Excel Telecommunications, Inc.
                             8750 N. Central Expressway, Suite 2000
                             Dallas, Texas 75231

         12. Subject to Laws. This Agreement is subject to all applicable
         federal, estate and local laws, and regulations, rulings and orders of
         governmental agencies, including, but not limited to, the
         Telecommunications Act of 1996, the Communications Act of 1934, as
         amended, the Rules and Regulations of the Federal Communications
         Commission ("FCC") and state public utility or service commissions
         ("PSC"), tariffs and the obtaining and continuance of any required
         certification, permit, license, approval or authorization of the FCC
         and PSC or any governmental body.

         13. Assignment. Neither party shall assign or transfer its rights or
         obligations under this Agreement without the prior written consent of
         the other party, which shall not be unreasonably withheld or delayed,
         except that each party shall be entitled to assign the Agreement to its
         Affiliates and to create a security interest in this Agreement in favor
         of its lenders. Subject to the foregoing, this Agreement shall be
         binding upon and inure to the benefit of the parties hereto and their
         respective successors and assigns. In the event of an assignment hereof
         by a party, such party shall remain directly and primarily liable for
         the performance or its obligations hereunder and the other party may
         enforce the provisions hereof against such party without demand upon or
         proceeding in any way against any other person. For purposes of this
         Agreement, "assignment" shall include, without limitation, any sales or
         other transfers involving in the aggregate over fifty percent (50%) of
         the assets (including without limitation, ANIs, customer lists and
         relationships) or business of such entity, and, in the case of such an
         assignment, the assigning party shall ensure that the recipients of any
         such assets or business, assume, jointly and severally, the obligations
         of the assigning party hereunder.

         14. Arbitration. The parties agree that in the event a dispute shall
         rise between the parties as to their respective rights, duties and
         obligations under this Agreement, such disputes shall be exclusively
         resolved by binding arbitration under the Rules of the American
         Arbitration Association with arbitration to be held at Dallas, Texas.
         The arbitrator shall be given all rights and may award, in addition to
         declaratory relief, damages as provided for herein and shall award
         attorney fees and costs to the prevailing party inclusive of activities
         in the 



                                      -25-
<PAGE>
 
        enforcement and appeal of the award. This provision shall not prohibit
        either party from seeking permanent or preliminary injunctive, relief in
        any court of competent jurisdiction. The award of the arbitrator may be
        enforced in any court of competent jurisdiction. Excel may, at its
        option, continue to accept what it considers to be below-standard
        service and pay the charges hereunder relating thereto during such
        pendency of such arbitration, without prejudice thereto.

        15. Governing Law. This Agreement shall be interpreted and enforced in
        accordance with, and its validity and performance shall be governed by,
        the laws of the State of Texas without regard to its principles of
        choice of law.

        16. Severability. The provisions of this Agreement shall be interpreted,
        if possible, so as to be valid, legal, and enforceable. The provisions
        of this Agreement are intended to be severable. In the event any
        provision contained herein is to be invalid, illegal, or unenforceable
        in any jurisdiction: (i) such provision shall, as to such jurisdiction,
        be ineffective to the extent so invalid, illegal, or unenforceable
        without affecting the validity, legality, or enforceability thereof in
        any other jurisdiction or the remaining provisions of this Agreement,
        which shall remain in force and effect; and (ii) to the extent legally
        permissible, a valid, legal, and enforceable provision which reflects
        the original intent and economic interest of the parties shall be
        substituted for such invalid, illegal, or unenforceable provision.

        17. Cumulative Rights and Remedies. Except as otherwise set forth
        herein, the assertion by a party of any right or the obtaining of any
        remedy hereunder shall not preclude such party from asserting or
        obtaining any other right or remedy, at law or in equity, hereunder, or
        under any other agreement or instrument, or otherwise.

        18. Waiver. The delay or failure of either party to enforce or insist
        upon compliance with any of the terms or conditions of this Agreement or
        to exercise any remedy provided herein, the waiver of any term or
        condition of this Agreement, or the granting of an extension of time for
        performance shall not constitute the permanent waiver of any term,
        condition or remedy or under this Agreement, and this Agreement and each
        of its provisions shall remain at all times in full force and effect
        until modified as provided herein.

        19. Facsimile Delivery. This Agreement may be delivered by facsimile
        transmission of an executed counterpart signature nature page hereof,
        and after attachment of such transmitted signature page, to a copy of
        this Agreement, such copy shall have the same effect and evidentiary
        value as copies delivered with original signatures. Any party delivering
        this Agreement by facsimile transmission shall deliver to the other
        party, as soon as practicable after such 



                                      -26-
<PAGE>
 
        delivery, an original executed counterpart signature page of this
        Agreement.

        20. Amendment. Except as otherwise provided in this Agreement, any
        amendment to this Agreement must be in writing and signed by both
        parties.

        21. Termination of Prior Agreements. Each of the Original Agreement, the
        Telco Service Agreement and the Preferred Vendor Status Agreement is
        hereby terminated and, from and after the date hereof, none of the
        provisions thereof (including any provisions under the Original
        Agreement or the Telco Service Agreement relating to minimum commitments
        or any provisions under the Preferred Vendor Status Agreement relating
        to rights of first refusal and IXC's status as a preferred vendor) shall
        have any further force or effect. Without limiting the foregoing, IXC
        hereby acknowledges that, as of the date hereof, Excel was not in breach
        of or in default under the Original Agreement or the Preferred Vendor
        Status Agreement and Telco was not in breach of or in default under the
        Telco Service Agreement (or, if there was any such breach or default,
        IXC hereby waives it) and IXC was not entitled to any amounts or
        payments thereunder. In addition, Excel hereby acknowledges that, as of
        the date hereof, IXC was not in breach of or in default under the
        Original Agreement, the Preferred Vendor Status Agreement or the Telco
        Service Agreement (or, if there was any such breach or default, Excel
        hereby waives it) and Excel was not entitled to any amounts or payments
        thereunder; other than the payment of * Dollars, which payment IXC shall
        pay to Excel within ten (10) days of the Effective Date and which
        payment shall settle prior disputes between the parties.

        22. Final Agreement. This Agreement and the other agreements entered
        into by the parties as of the date, hereof sets forth the entire
        understanding of the parties with respect to the subject matter hereof
        and supersede any and all prior agreements, arrangements or
        understandings related thereto, including without limitation the
        Original Agreement, the Telco Service Agreement and the Preferred Vendor
        Status Agreement, and no representation, promise, inducement or
        statement of intention has been made by or on behalf of IXC which is not
        embodied in such agreement

        23. Effect of Termination. Upon the expiration or termination of this
        Agreement and except as specifically set forth herein, this Agreement
        shall no longer have any force or effect and neither party shall have
        any further obligation hereunder. No such expiration or termination
        shall affect, however, any then-existing claim, right, remedy,
        obligation or defense of any party with respect to (i) any payment to be
        made hereunder or (ii) any breach of any obligation hereunder.



                                      -27-

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
         24.    Confidential Information.

                (a) Treatment of Information. Each party acknowledges that all
                Confidential Information (as such term is defined below) of the
                other party is a trade secret of the other party. All
                Confidential Information of any party remains its exclusive
                property. Each party: (i) shall not reproduce or use any
                Confidential Information of the other party or its affiliates,
                however acquired and whether acquired before, during or after
                the term of this Agreement, except to the extent reasonably
                required for the performance hereof; and (ii) except as set
                forth herein, shall not disclose, or allow the disclosure of,
                any such Confidential Information to any person (including its
                own personnel and affiliates) without the written consent of
                such other party, except (i) to employees and directors of such
                party as necessary for the performance of its obligations
                hereunder; (ii) to third parties rendering professional
                accounting, financial, consulting, or legal services to such
                party; (iii) to third parties providing financing, insurance or
                brokerage services to such party; or (iv) to potential
                purchasers of such party.

        "Confidential Information" shall mean, with respect to a party, all of
        the following, whether oral or written: the terms of this Agreement, all
        business and financial reports, statements, and other information, cost
        data, customer names and numbers, customer calling patterns and calling
        volumes, customer lists, data, designs, design specifications,
        developments, documentation, "know-how" experience, information
        concerning customers, contracts, operations, sales, personnel, products
        or suppliers, knowledge, marketing information, methods, models, plans,
        policies, practices, price data, procedures, processes, products,
        programs, research, software, specifications, strategies, supplier
        lists, technical information, test data, trade secrets, owned by,
        generated by, or disclosed by, such party or of any affiliate of such
        party and any other information normally understood to be or designated
        as confidential or proprietary by such party, including any of Excel's
        electronically transmitted information to or through IXC's network
        whether or not marked as "CONFIDENTIAL" or otherwise so identified,
        except to the extent publicly known other than by breach hereof, in the
        public domain, obtained from any person not in breach of any obligation
        to such party, or independently developed by the other party. All
        analyses, compilations, studies or other documents prepared by a party
        using Confidential Information of the other party shall also be deemed
        to be Confidential Information of such other party. Each party shall
        use, in maintaining the confidentiality of the Confidential Information
        of the other party, at least the same degree of care it uses, or, if
        greater, that a prudent person would use, in maintaining the
        confidentiality of its own information of a similar nature.
        Notwithstanding anything to the contrary contained herein, IXC shall not
        disclose Confidential Information to any of its 



                                      -28-
<PAGE>
 
        affiliates or departments that market long distance, local
        telecommunications services, internet, paging, cellular, or other
        telecommunications products to the end user.

                (b) Required Disclosure. Notwithstanding the foregoing, however,
                any party may make Confidential Information of the other party
                available (i) on a confidential basis to its lenders and (ii) as
                required by law, judicial order or federal or state securities
                disclosure rules. To the extent any party is required to
                disclose Confidential Information by any court or governmental
                agency, such party shall, if permitted by applicable law,
                promptly inform the other party of such requirement with
                sufficient time to allow the other party to seek a protective
                order restraining such disclosure, and if reasonably requested
                to do so, shall cooperate with such other party (at the expense
                of such other party) to obtain such protective order.

                (c) Obligations Upon Termination . Upon the termination of this
                Agreement and at the request of any party, the other party to
                whom such Confidential Information has been disclosed shall
                promptly return all materials relating to, based on, or
                incorporating the Confidential Information of such party or,
                with such party's written consent, promptly destroy such
                materials; provided, however, that one copy may be retained by
                the legal counsel of such other party. The obligations of each
                party hereunder relating to Confidential Information shall
                survive the termination of this Agreement for a period of five
                years.

                (d) Equitable Remedies. In the event any party falls to perform
                any obligation hereunder relating to Confidential Information,
                the other party will suffer irreparable harm give to reasons and
                will not have an adequate remedy at law for monetary damages.
                Accordingly, in addition to any other remedy available at law or
                in equity, such other party shall be entitled to injunctions (or
                other appropriate equitable remedies) to prevent a breach of
                this Agreement and to obtain specific enforcement of the
                performance of such obligation, without the posting of a bond or
                other security.

Neither party shall in any manner advertise or publish or release for
publication any statement mentioning the other party or the fact that the other
party has furnished or contracted to furnish goods and services hereunder or
quote the option of any employees of such other party, unless written consent of
such other party shall first be obtained or unless required by law.



                                      -29-
<PAGE>
 
        Notwithstanding the foregoing, the existence and terms of this Agreement
        may be disclosed, but only on a confidential basis, by either party to
        investors or potential investors in securities of either party and/or in
        any filing with the Securities and Exchange Commission and/or filed as
        an exhibit thereto, so long as the other party is given fourteen (14)
        days' notice thereof and an opportunity to comment prior to ruling.

        25. Insurance. Throughout the term of this Agreement and any extension
        thereof, each party shall maintain, and, upon written request, shall
        provide to the other proof of adequate liability insurance:

               (a) Worker's compensation insurance up to the amount of the
               statutory limit in the state or states where work is to be
               performed;

               (b) Employer's liability insurance with a limit of not less than
               $200,000 per claim with an all-states endorsement;

               (c) Comprehensive general liability insurance with a limit of not
               less than $1,000,000 per occurrence for bodily injury liability
               and property damage liability, including coverage extensions, for
               blanket contractual liability, personal injury liability and
               products and completed operations liability.

               (d) Comprehensive Auto Liability insurance with a limit of not
               less than $1,000,000 per accident for Bodily Injury Liability and
               Property Damage Liability arising out of the ownership,
               maintenance, or use of any vehicle in the performance of this
               Agreement.

        26. Force Majeure. Neither party shall be liable for any failure of
        performance hereunder (except for obligations to make payments) due to
        causes beyond its reasonable control, including, but not limited to:
        acts of God, fire, explosion, vandalism, cable cut, storm or other
        similar catastrophes; any law, order, regulation, direction, action or
        request of the United States government, or of any other government,
        including state and local governments having jurisdiction over either of
        the parties, or of any department, agency, commission, court, bureau,
        corporation or other instrumentality of any one or more, of said
        governments, or of any civil or military authority; national
        emergencies; insurrections; riots; wars; or strikes, lock outs, work
        stoppages or other labor difficulties; provided that (a) the party that
        is unable to perform shall immediately begin using all commercially
        reasonable efforts to recommence performance; (b) excused performance
        under this section shall not exceed a reasonable time period; and (c)
        the inability to perform by reason of a Year 2000 Failure shall not
        excuse performance hereunder.



                                      -30-
<PAGE>
 
        27. Taxes. The amounts payable by Excel under this Agreement do not
        include any federal, state or local sales, use or utility taxes. Within
        10 business days after the first provision of Service hereunder, Excel
        must furnish to IXC, and keep current during the term of this Agreement,
        valid and appropriate tax exemption certificates for all applicable
        jurisdictions (federal, state and local) in which it performs customer
        billing. Excel is responsible for properly taxing its customers and for
        the proper and timely reporting and payment of applicable taxes to the
        taxing authorities. If Excel fails to provide and maintain the required
        certificates, IXC may charge Excel and Excel shall pay such applicable
        taxes.

        28. No Personal Liability. Each action or claim against any party
        arising under or relating to this Agreement shall be made only against
        such party as a corporation (or limited liability company), and any
        liability relating thereto shall be enforceable only against the assets
        of such party. No party shall seek to pierce the corporate or limited
        liability company veil or otherwise seek to impose any liability
        relating to, or arising from, this Agreement against any shareholder,
        employee, officer or director or manager of the other party. Each of
        such persons is an intended beneficiary of the mutual promises set forth
        in this section and shall be entitled to enforce the obligations of this
        section.

        29. Further Documents. Each party shall execute and deliver all other
        documents necessary to fully perform its obligations hereunder.

        30. Battle of the Forms. Unless otherwise expressly agreed to in
        writing, in the event of a conflict between this Agreement and any
        purchase order or other document forming part of any order placed
        hereunder, the terms and conditions hereof shall govern.

        31. Counterparts. This Agreement may be executed in more than one
        counterpart with the same effect as if all executing parties had
        executed the same document. Each such counterpart shall be deemed an
        original and such counterparts, taken together, shall constitute one and
        the same document.

        32. Authority. Each individual executing below on behalf of a party
        hereby personally represents and warrants to the other party that such
        individual is duly authorized to so execute, and to deliver, this
        Agreement.

        33. General Construction. The text of this Agreement shall not be
        construed for or against any particular party. In particular, because
        each party has reviewed and had the opportunity to bargain to revise
        this Agreement, no inference in favor of, or against, any party shall be
        drawn from the fact that such party has drafted any portion hereof.
        Titles of sections contained herein are included for convenience of
        reference only and are not intended to affect the meaning of the 



                                      -31-
<PAGE>
 
        text thereof.

        34. Business Relationship. This Agreement shall not create any agency,
        employment, joint venture, partnership, representation, or fiduciary
        relationship between the parties. Neither party shall have the authority
        to, nor shall any party attempt to, create any obligation on behalf of
        the other party.

        35. Fees and Expenses. Neither party shall be responsible for the
        payment of claims for (i) any fees or commissions of any broker, finder,
        consultant, intermediary or commission agent relating to this Agreement
        or the subject matter hereof incurred by the other party or (ii) any
        legal or other fees incurred by the other party incidental to the
        preparation, execution and delivery of this Agreement.

        36.    Certain Additional Provisions.

               (a) CDR/Electronic Exchange. IXC will offer electronic
               transmission of CDRs as set forth in Exhibit C.

               (b) Operator Services. "Operator Services" are calls made via 00,
               0- or 0+ dialing sequences that require the assistance of an
               operator to complete, such as but not limited to, collect calls
               and bill-to-third-number calls. Operator Services specifically
               exclude calling card operator assistance calls which are deemed
               to be part of the calling card Services. "500/700/900 network
               calls" are those calls made to various information providers
               utilizing telephone numbers with 500, 700 or 900 dialing
               sequences. Operator Services and 500/700/900 network calls are
               not included in the Services, but may be made available to
               subscribers via the IXC Network. If Operator Services or
               500/700/900 network calls utilized by subscribers, any revenues
               collected for Operator Services and 500/700/900 calls are
               retained solely by IXC. IXC may revise its rates for Operator
               Services and 500/700/900 calls at any time.

               (c) RespOrg and Customer 800 Numbers. For purposes of this
               Agreement "RespOrg" shall mean the responsible organization (as
               defined in the telecommunications industry's general rules with
               respect to 800 number portability) for managing and administering
               account records in the 800 Service Management System Database.
               Excel shall act as its own RespOrg with respect to Services
               hereunder. All 800 telephone numbers and their successors ordered
               onto the IXC Network by Excel for which Excel is the RespOrg art
               referred to as Excel 800 Numbers.

               (d) Order Processing Procedures. IXC will utilize the order
               processing



                                      -32-
<PAGE>
 
                procedures set forth in Exhibit F.

                (e) SS-7 Network Availability. IXC's Network will be configured
                to complete Excel's calls using a common channel Signaling
                System 7 network. Utilizing this network shall provide Calling
                Party Number (CPN) caller ID/ANI information, where and if
                available.

                (f) Service Blockage. IXC's obligations concerning blockage of
                Service are set forth in Exhibit F.

                (g) Certification. IXC hereby represents and warrants that IXC
                is licensed and certified by the proper regulatory agencies to
                provide interstate, intrastate and International long distance
                services, as contemplated herein, in every jurisdiction where
                required.

                (h) Billing Increments. IXC's billing increments are set forth
                in Exhibit A.

        37. Excel Certification. Excel hereby represents and warrants that it is
        certified to do business in all jurisdictions in which it conducts
        business and is in good standing in all such jurisdictions. Excel
        further represents and warrants that it is certified by the proper
        regulatory agencies to provide interstate, intrastate and international
        long distance services to end-users in those jurisdictions where such
        services are to be provided by Excel. Excel shall keep current during
        the term of this Agreement copies of its Certificates of Public
        Convenience and Necessity or similar documents certifying Excel's
        interstate, intrastate, or international operating authority in any
        local, state, or federal jurisdiction (collectively, "Service Compliance
        Certificates") and furnish copies thereof to IXC within thirty (30) days
        of written request by IXC; provided that IXC shall not be permitted to
        make such request more than once every 12-month period (provided
        further, Excel will use reasonable efforts to furnish such copies within
        fifteen (15) days; provided however that the failure to comply with this
        15 day period shall in no way give rise to a breach of this Agreement
        nor shall it permit IXC to refuse or withhold Service in a particular
        jurisdiction). In the event Excel fails to provide such Service
        Compliance Certificates within such 30-day period, IXC shall provide
        Excel with written notice detailing such failure. If Excel has not
        provided such Service Compliance Certificates within thirty (30) days
        after receipt of such notice, IXC shall then have the right to refuse or
        withhold Service in any jurisdiction in which Excel's Service Compliance
        Certificate has not been furnished to IXC. Excel shall defend and
        indemnify IXC from any direct and actual losses, expenses, demands and
        claims in connection with Excel's failure to maintain such Service
        Compliance Certificates. Such indemnification shall include costs and
        expenses (including reasonable attorney's fees) incurred by IXC



                                      -33-
<PAGE>
 
        in settling, defending or appealing any claims or actions brought
        against it relating to Excel's failure to maintain such Service
        Compliance Certificates.



                                      -34-
<PAGE>
 
        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
        executed by their duly authorized representatives as of the day and year
        first above written.


IXC CARRIER, INC.                                 EXCEL 
TELECOMMUNICATIONS, INC.


By: /s/ BEN SCOTT                                 By: /s/ KENNY A. TROUTT
   ---------------------------------                 -------------------------
   Name:  Ben Scott                                   Kenny A. Troutt
        ----------------------------                  Chief Executive Officer
   Title: Chief Executive Officer
         ---------------------------


IXC LONG DISTANCE, INC.


By: /s/ BEN SCOTT                                 
   ---------------------------------              
   Name:  Ben Scott                              
        ----------------------------           
   Title: Chief Executive Officer
         ---------------------------


IXC BROADBAND SERVICES, INC.


By: /s/ BEN SCOTT                              
   ---------------------------------           
   Name:  Ben Scott                              
        ----------------------------           
   Title: Chief Executive Officer
         ---------------------------



                                      -35-
<PAGE>
 
<TABLE>
<CAPTION>
                                   LIST OF EXHIBITS
                                   ----------------

<S>                                         <C>
               Exhibit A                    Switched Services (Xclusive); Usage
                                            Charges

               Exhibit B                    Switched Services (Xnet); Usage Charges

               Exhibit C                    Private Line Services; Usage Charges;
                                            On-Net Cities

               Exhibit D                    Private Line Purchase Order

               Exhibit E                    LATA List

               Exhibit F                    Performance Standards

               Exhibit G                    Software License Agreement

               Exhibit H                    HUB List

               Exhibit I                    Xnet Traffic Use

               Exhibit J                    Network Demand Certification
</TABLE>



                                      -36-
<PAGE>
 
EXHIBIT A & B - XCLUSIVE & XNET SWITCHED SERVICE PRICING

CUSTOMER:  Excel Telecommunications, Inc.

          XCLUSIVE INTERSTATE PRICING (1+SWITCHED, 8XX SWITCHED & XPIN)

<TABLE>
<CAPTION>
 MONTHLY VOLUME                    SWITCHED             DEDICATED
 --------------                    --------             ---------
<S>                                <C>                   <C>    
Take or Pay Pricing                   *                     *
</TABLE>

UNDER-UTILIZATION CHARGE. An under-utlization fee per DS-1 for both Xclusive &
Xnet Services will be applied to the monthly invoice based on the following
schedule:

<TABLE>
<CAPTION>
Minutes Per Trunk*             Under-utilization Fee**
------------------             -----------------------
<S>                            <C>      
           0-19,999                                         
           20,000-39,999                            
           40,000-59,999                 *            
           60,000-79,999                            
           80,000-99,999                            
           100,000+                                 
</TABLE>

*The average is calculated over all trunks. Usage includes both Xclusive
outbound and inbound Service.

**The penalty is applied on all trunks based on average minutes of uage per
trunk.

A trunk is an equivalent T-1 based on 24 DS-0's.


XCLUSIVE INTERSTATE EXTENDED AREAS PRICING (DAY RATES 8 AM TO 5 PM
MONDAY-FRIDAY)*

<TABLE>
<CAPTION>
                    1+ CALLS TO            1+ CALLS FROM         8XX CALLS TO               8XX CALLS FROM
               DEDICATED    SWITCHED         SWITCHED             SWITCHED              DEDICATED      SWITCHED
               ----------------------      -------------         ------------           -----------------------
<S>             <C>          <C>             <C>                  <C>                   <C>            <C>    
Hawaii                                                                                                        
Alaska                                                                                                        
USVI/PR                                                                                                       
Guam                                                         *                                                 
Northern                                                                                                      
 Mariana Is.                                                                                                  
</TABLE>

NORTHERN MARIANA IS. INCLUDE ROTA, SAIPAIN & TINIAN.
*SUBJECT TO AVAILABILITY

           XCLUSIVE INTERSTATE EXTENDED AREAS PRICING (NON-DAY RATES)*

<TABLE>
<CAPTION>
                     1+ CALLS TO          1+ CALLS FROM          8XX CALLS TO               8XX CALLS FROM
                DEDICATED    SWITCHED       SWITCHED               SWITCHED             DEDICATED      SWITCHED
                ----------------------    -------------          ------------           -----------------------
<S>             <C>          <C>           <C>                     <C>                   <C>            <C>    
Hawaii                                                                                                          
Alaska                                                                                                          
USVI/PR                                                                                                         
Guam                                                         *                                                   
Northern                                                                                                        
 Mariana Is.                                                                                                    
</TABLE>

NORTHERN MARIANA IS. INCLUDE ROTA, SAIPAIN & TINIAN.
*SUBJECT TO AVAILABILITY



                                     Page 1

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
XCLUSIVE INTRASTATE PRICING (1+ SWITCHED, 8XX SWITCHED & XPIN) OUTBOUND &
INBOUND

<TABLE>
<CAPTION>
STATE                SWITCHED     DEDICATED     CARD CALLS
-----                --------     ---------     ----------
<S>                  <C>          <C>           <C>   
Alabama                                                 
Arizona                                                 
Arkansas                                                
Ca (Intrastate)                                         
Ca (Intralata)                                          
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                                              
New 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                                                 

</TABLE>


DIRECTORY ASSISTANCE CALLS:  *


                                     Page 2

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
                      XCLUSIVE & XNET INTERNATIONAL PRICING

<TABLE>
<CAPTION>
Country                                     Code         Switched        Dedicated
-------                                     ----         --------        ---------
<S>                                         <C>          <C>             <C>   
Afghanistan                                  93                                    
Albania                                     355                                    
Algeria                                     213                                    
American Samoa                              684                                    
Andorra                                     376                                    
Angola                                      244                                    
Anguilla                                    809                                    
Antigua/Barbuda                             809                                    
Argentina                                    54                                    
Armenia                                     374                                    
Aruba                                       297                                    
Ascension Island                            247                                    
Australia                                    61                                    
Australian External Territories             672                                    
Austria                                      43                                    
Azerbaijan                                  994                                    
Bahamas                                     809                                    
Bahrain                                     973                                    
Bangladesh                                  880                                    
Barbados                                    809                                    
Belarus                                     375                                    
Belgium                                      32                                    
Belize                                      501                                    
Benin                                       229                    *                
Bermuda                                     809                                    
Bhutan                                      975                                    
Bolivia                                     591                                    
Bosnia and Herzegovina                      387                                    
Botswana                                    267                                    
Brazil                                       55                                    
British Virgin Is.                          809                                    
Brunei                                      673                                    
Bulgaria                                    359                                    
Burkina Faso                                226                                    
Burundi                                     257                                    
Cambodia                                    855                                    
Cameroon                                    237                                    
Cape Verde                                  238                                    
Cayman Is                                   809                                    
Central Africa                              236                                    
Chad                                        235                                    
Chile                                        56                                    
China                                        86                                    
Colombia                                     57                                    
Comoros/Mayotte Is.                         269                                    
Congo                                       242                                    
Cook Is.                                    682                                    
Costa Rica                                  506                                    
Cote d'Ivoire                               225                                    
Croatia                                     385                                    

</TABLE>


                                     Page 3


*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
<TABLE>
<S>                                        <C>          <C>              <C>   
Cuba                                         53                                   
Cyprus                                      357                                   
Czech                                        42                                   
Denmark                                      45                                   
Diego Garcia                                246                                   
Djibouti                                    253                                   
Dominica                                    809                                   
Dominican Rep.                              809                                   
Ecuador                                     593                                   
Egypt                                        20                                   
El Salvador                                 503                                   
Equatorial Guinea                           240                                   
Eritrea                                     291                                   
Estonia                                     372                                   
Ethiopia                                    251                                   
Faeroe Is.                                  298                                   
Falklands Is.                               500                                   
Fiji                                        679                                   
Finland                                     358                                   
France, Monaco                               33                                   
French Antilles                             596                                   
French Guiana                               594                                   
French Polynesia                            689                                   
Gabonese Republic                           241                                   
Gambia                                      220                  *                 
Georgia                                     995                                   
Germany                                      49                                   
Ghana                                       233                                   
Gibralter                                   350                                   
Greece                                       30                                   
Greenland                                   299                                   
Grenada                                     809                                   
Guadeloupe                                  590                                   
Guantanamo                                  539                                   
Guatemala                                   502                                   
Guinea                                      224                                   
Guinea-Bissau                               245                                   
Guyana                                      592                                   
Haiti                                       509                                   
Honduras                                    504                                   
Hongkong                                    852                                   
Hungary                                      36                                   
Iceland                                     354                                   
India                                        91                                   
Indonesia                                    62                                   
Inmarsat - East Atlantic                    871                                   
Inmarsat - Indian Ocean                     872                                   
Inmarsat - Pacific Ocean                    873                                   
Inmarsat - West Atlantic                    874                                   
Iran                                         98                                   
Iraq                                        964                                   
Ireland                                     353                                   
Israel                                      972                                   
Italy, Vatican City                          39                                   
Jamaica                                     809                                   
</TABLE>

                                     Page 4

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
<TABLE>
<CAPTION>
Country                                     Code         Switched        Dedicated
-------                                     ----         --------        ---------
<S>                                         <C>          <C>             <C>   
Japan                                        81                                  
Jordan                                      962                                  
Kazakhstan                                  992                                  
Kenya                                       254                                  
Kiribati                                    686                                  
Korea, South                                 82                                  
Kuwait                                      965                                  
Kyrgyzstan                                  996                                  
Laos                                        856                                  
Latvia                                      371                                  
Lebanon                                     961                                  
Lesotho                                     266                                  
Liberia                                     231                                  
Libya                                       218                                  
Liechtenstein                                41                                  
Lithuania                                   370                    *              
Luxembourg                                  352                                  
Macau                                       853                                  
Macedonia                                   389                                  
Madagascar                                  261                                  
Malawi                                      265                                  
Malaysia                                     60                                  
Maldives                                    960                                  
Mali                                        223                                  
Malta                                       356                                  
Marshall Is.                                692                                  
Mauritania                                  222                                  
Mauritius                                   230                                  
Micronesia                                  691                                  
Moldova                                     373                                  
Mongolia                                    976                                  
Montserrat                                  809                                  
Morocco                                     212                                  
Mozambique                                  258                                  
Myanmar/Burma                                95                                  
Namibia                                     264                                  
Nauru                                       674                                  
Nepal                                       977                                  
Netherlands                                  31                                  
Netherlands Antilles                        599                                  
Nevis Island                                                                     
New Caledonia                               687                                  
New Zealand                                  64                                  
Nicaragua                                   505                                  
Niger                                       227                                  
Nigeria                                     234                                  
Niue Is                                     683                                  
Norway                                       47                                  
Oman                                        968                                  
Pakistan                                     92                                  
Palau                                       680                                  
Panama                                      507                                  
Papua New Guinea                            675                                  
Paraguay                                    595                                  
Peru                                         51                                  
</TABLE>


                                     Page 5

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
<TABLE>
<CAPTION>
Country                                     Code         Switched        Dedicated
-------                                     ----         --------        ---------
<S>                                         <C>          <C>             <C>   

Philippines                                  63                                   
Poland                                       48                                   
Portugal                                    351                                   
Qatar                                       974                                   
Reunion Is.                                 262                                   
Romania                                      40                                   
Russia                                       7                                    
Rwanda                                      250                                   
San Marino                                  378                                   
Sao Tome                                    239                                   
Saudi Arabia                                966                                   
Senegal                                     221                                   
Seychelles Is.                              248                                   
Sierra Leone                                232                                   
Singapore                                    65                                   
Slovenia                                    386                   *                
Solomon Is.                                 677                                   
Somalia                                     252                                   
South Africa                                 27                                   
Spain                                        34                                   
Sri Lanka                                    94                                   
St. Helena                                  290                                   
St. Kitts and Nevis                         809                                   
St. Lucia                                   809                                   
St. Pierre and Miquelon                     508                                   
St. Vincent and Grenadines                  809                                   
Sudan                                       249                                   
Suriname                                    597                                   
Swaziland                                   268                                   
Sweden                                       46                                   
Switzerland                                  41                                   
Syrian Arab Republic                        963                                   
Taiwan                                      886                                   
Tanzania                                    255                                   
Thailand                                     66                                   
Togo                                        228                                   
Tonga Is.                                   676                                   
Trinidad/Tobago                             809                                   
Tunisia                                     216                                   
Turkey                                       90                                   
Turkmenistan                                993                                   
Turks/Caicos                                809                                   
Tuvalu                                      688                                   
Uganda                                      256                                   
Ukraine                                     380                                   
United Arab Emirates                        971                                   
United Kingdom                               44                                   
Uruguay                                     598                                   
Uzbekistan                                  998                                   
Vanuatu                                     678                                   
Venezuela                                    58                                   
Viet Nam                                     84                                   
Wallis & Futuna                             681                                   
Western Samoa                               685                                   
Yemen Arab Republic                         967                                   

</TABLE>

                                     Page 6


*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
<TABLE>
<CAPTION>
Country                                     Code         Switched        Dedicated
-------                                     ----         --------        ---------
<S>                                         <C>          <C>             <C>   

Yugoslavia & Serbia                         381                                   
Zaire                                       243                    *               
Zambia                                      260                                   
Zimbabwe                                    263                                   
</TABLE>

1.      DEDICATED ACCESS RATES ARE FOR XNET INTERNATIONAL AND XCLUSIVE DEDICATED
        ACCESS SERVICES.

2.      AUSTRALIAN EXTERNAL TERRITORIES INCLUDE: NORFOLK IS., CHRISTMAS IS. AND
        COCOS IS.

3.      ALL INTERNATIONAL CALLS EXCLUDING CALLS TO MEXICO ARE BILLED IN 30
        SECOND INITIAL, AND 6 SECOND ADDITIONAL INCREMENTS.

4.      ALL CALLS TO MEXICO ARE BILLED IN FULL MINUTE INCREMENTS.


         XCLUSIVE & XNET INTERNATIONAL - MEXICO RATES (CALLS TO MEXICO)

<TABLE>
<CAPTION>
                      SWITCHED ACCESS                 DEDICATED ACCESS
                      PER MINUTE                      PER MINUTE
       BAND           RATES                           RATES
       ----           ----------------                ----------------
<S>                   <C>                             <C>    
       1                                                       
       2                                                       
       3                                                       
       4                                                       
       5                                  *                     
       6                                                       
       7                                                       
       8                                                       
</TABLE>                                                       

       CALLS TO MEXICO ARE BILLED IN WHOLE MINUTE INCREMENTS.

         XCLUSIVE & XNET INTERNATIONAL - CANADA RATES (CALLS TO CANADA)

<TABLE>
<CAPTION>
                         SWITCHED ACCESS                                            DEDICATED ACCESS
                         ---------------                                            ----------------
                      INITIAL 30   ADDT'L                                        INITIAL 30    ADDT'L
                      SECONDS     6 SECONDS                                      SECONDS       6 SECONDS
                      ---------------------                                      -----------------------
<S>                   <C>          <C>                                           <C>           <C>    
                               *                                                            *
</TABLE>

     XCLUSIVE & XNET INTERNATIONAL - 8XX CALLS FROM CANADA TO US 48 STATES*

<TABLE>
<CAPTION>
                                  PEAK                                        OFF-PEAK
                                  ----                                        --------
                           INITIAL 30 ADDT'L                          INITIAL 30      ADDT'L
                       SECONDS            6 SECONDS                   SECONDS         6 SECONDS
                       ----------------------------                   -------------------------
<S>                    <C>                 <C>                         <C>              <C>    
To Switched Access                 *                                              *
To Dedicated Access                *                                              *
</TABLE>

CANADIAN PEAK PERIOD IS 8 AM TO 5 PM MONDAY THROUGH FRIDAY.
OFF-PEAK IS ALL OTHER TIMES.

*XPIN CALLS FROM CANADA ARE RATED AT THE SAMES PRICES AS SWITCHED ACCESS INBOUND
8XX CALLS FROM CANADA.

              XCLUSIVE & XNET CARD SERVICES: CALLING & DEBIT CARDS

<TABLE>
<CAPTION>
INTERSTATE CALLS                 DAY                  NON-DAY
----------------                 ---                  -------
<S>                            <C>                    <C>    
Base Rates                     
 with 3 Year Term                            *
</TABLE>

*for intrastate card rates, see intrastate rate schedules


                                     Page 7

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
<TABLE>
<CAPTION>
                                DAY                   NON-DAY
                                ---                   -------
<S>                            <C>                    <C>    
Calls Originating in Canada                *
</TABLE>

DAY = 8:00 A.M. TO 5:00 P.M. MONDAY THROUGH FRIDAY

<TABLE>
<CAPTION>
Surcharges - per call:

<S>                                                   <C>    
       Domestic Termination                                    
       Canada Termination or Origination                       
       Mexico Termination                              *        
       Other International Termination                         
</TABLE>

International Usage Charges, as contracted at the switched access international
rates, apply to international calls in addition to the surcharges shown above.

<TABLE>
<CAPTION>
ON-DEMAND FEATURE CHARGES (1):
<S>                                                   <C>               
       Audio Text                                     *       per Minute
       Message Store & Forward                        *       per Message
       Operator Assistance
                      Station to Station              *       per Message
                      Person to Person                  Not available
</TABLE>

<TABLE>
<CAPTION>
       Conference Calling (Charges applied to each participant)
<S>                                                   <C>    
                      Set-up Charge                     *
                      Day Rate/Minute                   *
                      Non-Day Rate/Minute               * 
                      Int'l Rate/Minute                 Per Int'l Switched Rate
</TABLE>

       There are no charges for Speed Dialing or Variable Credit Limits.

(1) On Demand features apply to calling card calls, not debit card calls.

                              BILLING INCREMENTS:

<TABLE>
<S>                                             <C>                
   Domestic*                                    6 seconds, then 6 seconds 
   Domestic* to Canada                          30 seconds, then 6 seconds 
   Domestic* to Mexico                          30 seconds, then 6 seconds 
   Domestic* to Overseas                        30 seconds, then 6 seconds 
   Extended Areas (Hawaii, Alaska,
   Puerto Rico, US Virgin Islands,
   Guam, Northern Mariana Islands)              6 seconds, then 6 seconds
</TABLE>

*Domestic includes the 50 states (US).

         XCLUSIVE & XNET TOLL FREE SERVICE FROM MEXICO TO US 48 STATES*

<TABLE>
<CAPTION>
MONTHLY VOLUME          ORIGINATING            SWITCHED ACCESS             DEDICATED ACCESS
OF TOLL FREE SVC.       BAND                   DAY        NIGHT             DAY      NIGHT
-----------------       -----------            ---        -----             ---      -----
<S>                     <C>                    <C>        <C>               <C>      <C>   
$750,000+               1                             *                           *            
                        2                                                                   
</TABLE>

*TOLL FREE SERVICE FROM MEXICO IS SUBJECT TO AVAILABILITY.
IXC RESERVES THE RIGHT TO ADJUST PRICING WITH FIFTEEN (15) DAYS WRITTEN NOTICE.
DAY = 8 AM TO 5 PM MONDAY THROUGH FRIDAY FOR TOLL FREE SERVICE FROM MEXICO 
BAND 1 IS THE SAME AS BANDS 1,2 AND 3 ON XNET TERMINATING PRODUCTS 
BAND 2 IS THE SAME AS BANDS 4, 5 AND 6 ON XNET TERMINATING PRODUCTS



                                     Page 8

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
               XNET LEX INTERSTATE & INTRASTATE TERMINATION RATES

<TABLE>
<CAPTION>
                                                         INTERSTATE USAGE               INTRASTATE USAGE
OPERATING COMPANY                 OCN NO.                RATE/MINUTE                       RATE/MINUTE
-----------------                 -------                -----------                       -----------
<S>                               <C>                    <C>                             <C>    
Ameritech, OH                      9321                                                             
Ameritech, MI                      9323                                                             
Ameritech, IN                      9325                                                             
Ameritech, WI                      9327                                                             
Ameritech, IL                      9329                                                             
                                                                                                    
Bell Atlantic, NJ                  9206                                                             
Bell Atlantic, PA                  9208                                                             
Bell Atlantic, DE                  9210                                                             
Bell Atlantic, DC                  9211                                                             
Bell Atlantic, MD                  9212                                                             
Bell Atlantic, VA                  9213                                                             
Bell Atlantic, WV                  9214                                                             
                                                                                                    
Bell South, FL                     9417                                                             
Bell South, GA                     9417                                                             
Bell South, NC                     9417                                                             
Bell South, SC                     9417                         *                                 *   
                                                                                                    
South Central Bell, AL             9419                                                             
South Central Bell, KY             9419                                                             
South Central Bell, LA             9419                                                             
South Central Bell, MS             9419                                                             
South Central Bell, TN             9419                                                             
                                                                                                    
NYNEX, CT                          9102                                                             
NYNEX, MA                          9102                                                             
NYNEX, ME                          9102                                                             
NYNEX, NH                          9102                                                             
NYNEX, RI                          9102                                                             
NYNEX, VT                          9102                                                             
NYNEX, NY                          9104                                                             
NYNEX, NY Metro                    9104                                                             
                                                                                                    
PacTel, CA                         9740                                                             
PacTel, NV                         9742                                                             
                                                                                                    
Southwestern Bell, AR              9533                                                             
Southwestern Bell, KS              9533                                                             
Southwestern Bell, MO              9533                                                             
Southwestern Bell, OK              9533                                                             
Southwestern Bell, TX              9533                                                             
                                                                                                    
US West, IA                        9631                                                             
US West, MN                        9631                                                             
US West, ND                        9631                                                             
US West, NE                        9631                                                             
</TABLE>


                                     Page 9

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
<TABLE>
<CAPTION>
                                                          INTERSTATE                       INTRASTATE
OPERATING COMPANY                 OCN NO.                 RATE/MINUTE                      RATE/MINUTE
-----------------                 -------                 -----------                      -----------
<S>                               <C>                     <C>                              <C>   
US West, SD                        9631                                                              
US West, AZ                        9636                                                              
US West, CO                        9636                                                              
US West, ID                        9636                                                              
US West, MT                        9636                                                              
US West, NM                        9636                                                              
US West, UT                        9636                                                              
US West, WY                        9636                                                              
US West, OR                        9638                                                              
US West, WA                        9638                                                              
                                                                                                     
SNET                               9147                                                              
                                                                                                     
Cincinnati Bell                    9348                                                              
                                                                                                     
GTE, AK                            3009                                                              
GTE, AL                            4331                                                              
GTESW, AR                          4341                        *                                    *  
GTE, CA                            2319                                                              
GTE, CA                                                                                              
GTE, FL                            0328                                                              
GTE, HI                            3100                                                              
GTEN, IA                           4311                                                              
GTENW, ID                          4321                                                              
GTE, IL                            1015                                                              
GTE, IN                            0779                                                              
GTE, IN                            0772                                                              
GTE, KY                            0407                                                              
GTE, MI                            0695                                                              
GTEN, MN                           4312                                                              
GTE, MO                            1922                                                              
GTEN, MO                           4313                                                              
GTE, NC                            0509                                                              
GTES, NC                           4334                                                              
GTEN, NE                           4314                                                              
GTESW, NM                          4342                                                              
GTE, OH                            0615                                                              
GTESW, OK                          4343                                                              
GTENW, OR                          4323                                                              
GTE, PA                            0169                                                              
GTES, SC                           4335                                                              
GTE, TX                            2154                                                              
GTESW, TX                          4344                                                              
GTE, VA                            0233                                                              
GTES, VA                           4337                                                              
GTENW, WA                          4324                                                              
GTE, WI                            0886                                                              
                                                                                                     
United, FL                         0341                                                              
United, IL                         9329                                                              
United, IN                         0832                                                              
United, KS                         1842                                                              
United, MN                         1456                                                              
United, MO                         1957                                                              
</TABLE>



                                    Page 10


*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
<TABLE>
<CAPTION>
                                                          INTERSTATE                       INTRASTATE
OPERATING COMPANY                 OCN NO.                 RATE/MINUTE                      RATE/MINUTE
-----------------                 -------                 -----------                      -----------
<S>                               <C>                     <C>                              <C>   
United, NC                         0470                                                              
United, NE                         1595                                                              
United, NJ                         0138                                                              
United, NV                         1842                                                              
United, OH                         0661                                                              
United, OR                         2400                        *                                 *  
United, PA                         0209                                                              
United, SC                         0506                                                              
United, TN                         0581                                                              
United, TX                         2084                                                              
United, VA                         0567                                                              
United, WA                         2400                                                              
                                                                                                     
Other Independents                                                                                   
                                                                                                     
NECA                                                                                                 
</TABLE>

                           XNET LEX INTERSTATE PRICING

<TABLE>
<CAPTION>
        MONTHLY VOLUME          8XX ORIGINATIONS
        --------------          ----------------
<S>                             <C>   
Term:  3 Years
           $500,001+
            Top LATA's                *
            Standard                  *
            NECA                      *

</TABLE>


                                    Page 11

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
                            ANCILLARY SERVICE CHARGES

<TABLE>
<CAPTION>
SERVICE               EXPLANATION                                                           APPLIED                 CHARGE
-------               -----------                                                           -------                 ------
IN THE EVENT OF A DISCREPANCY BETWEEN ANCILLARY SERVICE CHARGES LISTED BELOW AND
THOSE OF THE EXISTING EXCEL/IXC AGREEMENT, THOSE ANCILLARY SERVICE CHARGES
OUTLINED IN THE EXISTING EXCEL AGREEMENT SHALL BE APPLICABLE.
<S>                   <C>                                                                   <C>                     <C>      

ANI Administration    Per ANI loaded into our switches.  Required when an ANI has           Monthly                 */ANI
(1)                   international blocking, account codes, or other switched-based
                      features.

IC Pay                IC Pay is a 1+ switched access option allowing the Reseller to        Monthly                  * per IC Pay'
                      designate that a WTN PIC order not result in a PIC charge from                                 PIC
                      the LEC to the end-user.

Account Codes         Install fee per BTN/ANI verified account code table.                  Non-recurring            */table
                      Monthly fee per BTN/ANI vertified account code table.                 Monthly                  */table

8XX Service           Administrative Charge for each 8XX number                             Monthly                  * per 8XX#
                      8XX number reservation - one time charge per number reserved          Non-recurring            */8XX#
                      Monthly fee for each 8XX number listed at the (800)555-1212           Monthly                  */listing
                      Installation charge for signaling and trunking required for ANI       Non-recurring            */trunk
                      delivery on 8XX calls.
                      Installation charge for direct termination overflow.                  Non-recurring            */DTO trunk
                      Charged for each change to direct termination overflow routing.       Per change               */DTO trunk
                      Installation charge for dialed number identification service (DNIS)   Non-recurring            */trunk
                      Charged for each change to DNIS                                       Per change               */trunk

XPIN Service          Install fee per Xpin 8XX number.                                      Non-recurring            * per 8XX#
                      Monthly fee per Xpin 8XX number.                                      Monthly                  * per 8XX#

CDR Delivery (2)      Monthly charge for CDR via On-Line by dial-up access.                 Monthly                  *
                      Monthly charge for CDR via On-Line by direct line access.             Monthly                  *
                      Monthly charge for CDR via Tape or Diskette.                          Monthly                  *
                      CDR Daily (for Xnet)                                                  Monthly                  * per CDR

Transport for         Installation charges for transport service - includes
Interconnection       all telco charges                                                     Non-recurring           Pass-through
                      Monthly charges for transport service - includes all telco charges    Monthly                 Pass-through
                      Monthly Minimum Usage per DS-1                                        Monthly                 See 6.C./MSA

Local Loops           Installation charges for dedicated trunk, includes all telco charges  Non-recurring           Pass-through
                      Monthly charges for dedicated trunk, includes all telco charges       Monthly                 Pass-through
                      Installation charges for Echo Cancellers (when required)              Non-recurring           *
                      Monthly charges for Echo Cancellers (when required)                   Monthly                 *
                      Order processing fee - to accompany each order for local loop         Non-recurring           *
                      or special access order.

Reseller ID Setup (3) Set-up charge per Reseller I.D.                                       Non-recurring           *
                      Maintenance charge per Reseller I.D.                                  Monthly                 *
                      Changes to Reseller I.D. Profile.                                     Per change              *

700 Branding (4)      Set-up charge per Custom 700 Branding Message.                        Non-recurring           * per network

Calling Card          Set-up charge for the Calling Card Custom Printing Option             Non-recurring           * per set-up
Print Option          Printing charge (includes shipping)                                   Per Card Printed        *

Debit Card Service    Retail Rate Table set-up - no charge for the 1st 3 tables             Per table, after 1st 3  *
                      Language set-up fee, applies to up to 2 addt'l languages              Per Additional
                      The 1st is free.                                                       Language               *
                      Custom Recordings for scripts.                                        Per Incident            Pass-through

</TABLE>



                                    Page 12

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
<TABLE>
<S>                   <C>                                                                   <C>                     <C>      
Mexico Toll Free      Installation                                                          Per Switched #          *
Service               Installation                                                          Per Dedicated #         *
                      Monthly Recurring                                                     Per Switched #          *
                      Monthly Recurring                                                     Per Dedicated #         *
                      Minimum Monthly Usage                                                 Per Switched #          *
                      Minimum Monthly Usage                                                 Per Dedicated #         *

Directory Assistance                                                                        Per call                *
</TABLE>

(1)     ANI Administration Charges are waived for Xclusive Services.

(2)     CDR delivery charges are waived for Xclusive Services.

(3)     Reseller ID set-up charges are waived for the 1st 3 reseller profiles.
        Check w/your Account Manager or Account Executive for details. An
        example of a change to the Reseller I.D. profile is a change of address.

(4)     First 700 Branding set-up is at no charge. These charges apply to custom
        branding after the 1st 700 number.

Notes:

A.      All monthly fees are pro-rated. All others are not.

B.      No charges are eligible for volume or term discounts.

C.      Ancillary charges are applied at the time of initial account set-up.
        Charges for changes are applied when changes occur.


                                    Page 13

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
EXHIBIT C - PRIVATE LINE PRICING

<TABLE>
<CAPTION>
SERVICE TYPE                                       RATE/DS-0 V&H MILE
<S>                                      <C>       <C>    
        ON-NET SERVICE:
           DS-1                                            *

           DS-3                                            *

           Minimum Circuit Charges:      DS-1              *
                                         DS-3              *

        OFF-NET SERVICE:

           Las Vegas DS-3 Service                          *
</TABLE>

Service is for a twelve (12) month minimum term.


NOTES:  

1.      ALL PRIVATE LINE SERVICE TO CITIES NOT LISTED ON EXHIBIT C WILL BE
        PRICED AT IXC'S ACTUAL COST PLUS *.

2.      IXC, UPON REQUEST FROM EXCEL, SHALL PROVIDE AN OFFICER'S CERTIFICATE NO
        MORE THAN ONCE PER YEAR CERTIFYING IXC'S ACTUAL COST FOR OFF-NET
        SERVICES.


                                    Page 14

*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
EXHIBIT C - ON-NET CITY LISTING

<TABLE>
<CAPTION>
LOCATION                 LATA       ADDRESS /(NPA)NXX 
--------                 ----     ------------------------------ 
<S>                      <C>      <C> 
Abilene, TX              550      1049 N. Third, #500,
                                  (915)675
Akron, OH                325      1 Cascade Plaza, Suite 1950,
                                  Main & Bowery, (216)535
Albuquerque, NM          664      200 Lomas Blvd., N.W.,
                                  13th Floor, (505)247
Amarillo, TX             546      Amarillo Petroleum Bldg.,
                                  203 W. 8th, Suite 607/608
                                  (806)373
Ann Arbor, MI            346      1615 Plymouth Rd, (313)994
Austin, TX               558      621 Pleasant Valley Road
                                  (512)389
Bakersfield, CA          734      1430 Truxton Ave., Suite 730
                                  (805)327
Baltimore, MD            238      1220 S. Howard      (301)752
Battle Creek, MI         348      175 Main Street     (616)962
Bay City, MI             344      100 E. Hart         (517)667
Chicago, IL              358      Prudential Bldg., Suite 4001
                                  130 E. Randolph,    (312)861
Cincinnati, OH           922      2300 Carew Tower, #4701
                                  441 Vine Street,  (513)651
Cleveland, OH            320      R.F. Keith Bldg., Suite 2117
                                  1621 Euclid Ave., (216)771
Columbus, OH             324      Borden Bldg., Leval 2B
                                  180 E. Broad St., (614)469
Colorado Springs, CO     658      102 S. Tejon, # 780, (719)471
Corpus Christi, TX       564      606 N. Carancahua, Suite 816
                                  (512)882
Dallas, TX               552      2223 Houston Street, (214)969
Dallas, TX               552      Tower of the Americas, #380
                                  2323 Bryan,  (214)954
Dayton, OH               328      1 Nat'l Bank Bldg., Ste. 2220
                                  130 W. Second, (513)461
Denver, CO               656      Bell Building, 931 14th Street,
                                  Suite 622, (303)572
Detroit, MI              340      1860 Gratio Avenue, (313)259
Detroit, MI              340      Book Bldg., Suite 2609
                                  1249 Washington  (313)961
El Paso, TX              540      El Paso Natl Bank Bldg.
                                  201 E. Main, #1702, (915)533
Flint, MI                340      2001 S. Grand Traverse
                                  (313)767
Fresno Term, CA          728      Guarantee Savings, #1201
                                  B1171 Fulton Mall, (209)268
Fresno, CA               728      4605 E. Vine, (209)486
Ft. Worth, TX            552      WT Waggoner Bldg.,
                                  810 Houston,
                                  Suite 1705, (817)870
Grand Rapids, MI         348      209 Graham, S.W., (616)235
Harlingen, TX            568      513 E. Jackson, Matz Bldg.,
                                  (210)425
Houston, TX              560      293 N. Main Street, (713)224
Indianapolis, IN         336      Merchants Bank Bldg.,
                                  11 S. Meridian, #1798/1799
                                  (317)637
Jackson, MI              346      170 W. North Street,
                                  (517)783
Kalamazoo, MI            348      303 Mill Street, (616)385
Kansas City, MO          524      Bank of Kansas City, # 1704
                                  1125 Grand Ave., (816)283
Lansing, MI              346      230 South Street, (517)482
Los Angeles, CA          730      One Wilshire, 624 S. Grand
                                  Suite 1615, (213)689
Lubbock, TX              544      1220 Broadway, Ste. 1901,
                                  (806)762

McAllen, TX              568      200 S. 10th Street, Ste. 704,
                                  (210)687
Midland, MI              344      1000 Jefferson, (517)631
Midland, TX              542      KMID-TV Studio, LaForce
                                  Blvd @ Air Terminal(915)561
New York, NY             132      60 Hudson St., Ste. 206
                                  (212)285
Newark, NJ               224      744 Broad Street, 3rd Floor
                                  (201)824
Oklahoma City, OK        536      Liberty Tower, Suite 3020,
                                  100 N. Broadway, (405)232
Philadelphia, PA         228      2401 Locust St., 2nd Floor
                                  (215)564
Phoenix, AZ              666      2600 N. Central, Suite 1702
                                  Phelps-Dodge Twr, (602)279
Pittsburgh, PA           234      Oliver Bldg., 535 Smithfield
                                  Suite 2650, (412)281
Pontiac, MI              344      324 S. Saginaw, (313)338
Royal Oak, MI                     3100 W. 14 Mile Road
                                  (313)435
Saginaw, MI              344      315 Meredith, (517)771
San Angelo, TX           961      36 E. Twohig, 15th Floor
                                  (915)653
San Antonio, TX          566      660 S. Santa Rosa, (210)225
San Francisco, CA        722      Metropolitan Life Bldg.
                                  Suite 3800C
                                  425 Market St., (415)543
Southbend, IN            332      211 West Washington St.
                                  19th Floor, (219)233
St. Louis, MO            520      900 Walnut, Suite 220
                                  (314)231
Sunnyvale, CA            722      111 Uranium, (408)739
Toledo, OH               326      319 Madison Ave., Suite 2901
                                  (419)242
Tucson, AZ               668      Arizona Bank Bldg., #1610
                                  33 N. Stone, (520)792
Tulsa, OK                538      3500 S. 26th West Ave.
                                  (918)584
Waco, TX                 556      100 S. 26th Street, (817)750
Washington, D.C.         236      1828 L Street, N.W., #260
                                  (202)833

</TABLE>


                                    Page 15
<PAGE>
 
SECTION 2.  UNIFORM SALES & USE TAX CERTIFICATION FORM

Issued to:  IXC, 5000 Plaza on the Lake, Suite 200, Austin, Texas  78746

Certify that: Excel Telecommunications, Inc., ______________________________ is
registered and/or identified with the below listed cities and/or states within
which your firm would deliver purchases to us and that any such purchases are
for wholesale, resale, ingredients or components of a new product to be resold,
leased, rented or used in the normal course of our business. We are in the
business of wholesaling, retailing, manufacturing, leasing, renting or providing
non-taxable services or products.

Check applicable box:  (___)  Single Purchase Certificate  
(____)  Blanket Certificate

Is engaged as a registered (where applicable):  (____) Wholesaler    
(____) Lessor    (____) Retailer    (____) Manufacturer
(____) Exempt Organization Use    (____) Other (Specify) __________________

Product or service rendered by Customer: _______________________________________

<TABLE>
<CAPTION>
STATE                REGISTRATION OR I.D. NO.                           STATE                    REGISTRATION OR I.D. NO.

<S>                  <C>                                                <C>                      <C>
-------------        ------------------------                           ---------------          -------------------------

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

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

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

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

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

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

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

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

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

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

-------------        ------------------------                           ---------------          -------------------------
</TABLE>

I further certify that if any property so purchased tax free is used or consumed
by the firm as to make it subject to a sales or use tax we will pay the tax due
direct to the proper taxing authority when state law so provides or inform the
seller for added tax billing. This certificate shallbe part of each order which
we may hereafter give to you, unless otherwise specified, and shall be valid
until cancelled by us in writing or revoked by the city or state.

Exemption Claimed:  (___) Resale    (___) Federal Government    
(___) Exempt Organization    (___) State & Local Government
(___) Direct Payment Permit    (___) Other (Specify)____________________________

I swear and affirm that the information on this form is true and correct as to
every material matter.



--------------------------------------------------------------------------------
Signature                          Title                            Date



                                    Page 16
<PAGE>
 
EXHIBIT D - PRIVATE LINE SERVICE ANCILLARY PRICING

<TABLE>
<CAPTION>
  NON-RECURRING CHARGES                                      DS-0                 DS-1                DS-3
<S>                                                         <C>                   <C>                 <C>   
  New Order Installation                                        ......Waived for On-Net Services......
  Order Change                                                                                                
  Order Cancellation (prior to activation)                                                                    
  ASR (new or disconnect) Special Access                                                                      
  ASR Supplement                                              *                   *                    *         
  Order Expedite                                                                                              
  Reconfiguration                                                                                             
  DACS Charge (switching only)                                                                                
  DACS Port Charge (Bell access to DACS)                                                                      
  DS-1 DACS Port                                                                                              
</TABLE>

<TABLE>
<CAPTION>
  OTHER CHARGES                                                                        MONTHLY RECURRING       NON-RECURRING
<S>                                                                                    <C>                      <C>      
  Cross-Connect Charge (Other Interexchange carrier, local access or customer
   interconnect/collocation facility to Supplier local access or bypass facility
   within the same Supplier POP):
                     DS-1                                                               
                     DS-3                                                                     *                       *
                     OC-3*                                                              
                     OC-12*                                                             
                     OC-48*                                                             
  Interconnect Charge (Supplier POP to Supplier POP in the same city or local           
      area using Supplier owned or leased transmission systems, with no Supplier
      long haul attached at either Supplier POP):
                     DS-1                                                               
                     DS-3                                                               
                     OC-3*                                                                    *                       *
                     OC-12*                                                             
                     OC-48*                                                             
  M1/3 - 1 Year Term                                                                    
  Echo Canceller (per circuit end)                                                      
  Second End Loop (Ex: for ADPCM)                                                       
  Rack Space                                                                              I.C.B - Subject to Availability
  Shelf Space                                                                            */ea/mo.               I.C.B.
  DC Power                                                                               */amp/mo (5 amp minimum; 
                                                                                         5 amp increments)
</TABLE>

NOTES:

1.      ALL CHARGES INCURRED BY SUPPLIER ON CUSTOMER'S BEHALF FROM ANY LOCAL
        EXCHANGE CARRIER, COMPETITIVE ACCESS PROVIDER OR COMPETITIVE LOCAL
        EXCHANGE CARRIER WILL BE DIRECTLY PASSED ON TO THE CUSTOMER.

2.      SERVICES NOT DESCRIBED ABOVE WILL BE CONSIDERED SPECIAL HANDLING AND
        CHARGES WILL BE ASSESSED ON AN INDIVIDUAL CASE BASIS (ICB).

3.      ALL PRIVATE LINE ANCILLARY SERVICE CHARGES TO CITIES NOT LISTED ON
        EXHIBIT C WILL BE PRICED ON AN INDIVIDUAL CASE BASIS AND WILL BE SUBJECT
        TO THE TERMS AND CHARGES OF THE UNDERLYING CARRIER.

*All OC product cross-connects and interconnects will be provided based upon
availability. OC interconnects shall have a minimum term of 12 months.


                                    Page 17


*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
                                    EXHIBIT D

Req'st Svc Date:___________    IXC - PRIVATE LINE
Accepted Earlier Activation:   PURCHASE ORDER
Y _____ N _____                MARKET SERVICE ORDER  
(MSO)
CKT ID: __________________


OFFICE USE ONLY
MSO # ________________________

RELATED MSO:__________________





             PURCHASE ORDER FORM FOR CUSTOMER ORDER NO:_________________
Pursuant to the THIRD AMENDED AND RESTATED SERVICE AGREEMENT by and between IXC
as Supplier and EXCEL TELECOMMUNICATIONS, INC. as Customer,
dated__________________, 1998, Customer orders and Supplier shall provide the
following Digital Transmission Service:

<TABLE>
<CAPTION>
                                                     QTY          RATE               TERM           MILES
<S>              <C>          <C>          <C>       <C>          <C>                <C>            <C>
New     _______  Renew        __________
Cancel  _______  Disconnect   __________   DS-3      ____         _____              _____          ____
Change  _______  Expedite     Y____ N___   DS-1      ____         _____              _____          ____
On Net  _______  Off Net      __________   DS0       ____         _____              _____          ____
Protocol         Reconfigure  __________   CIF       ____         _____              _____          ____
Other   ________________________________   Other     ____         _____              _____          ____
</TABLE>

Customer Contact: ________________   Phone #:  ________________ Fax # __________
Technical Contact ________________   Phone #:  ________________ Fax # __________
CITY LOCATION A:  ________________   CITY LOCATION B:___________________________

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

Special _____________  Switched _____   Special   ___________  Switched ________
Bypass  Y ____ N ____  Owner    _____   Bypass Y ____N ____    Owner    ________

LESSOR TO PROVIDE      CFA: Y ____ N ____ LESSOR TO PROVIDE:  CFA: Y____ N_____
LOA:   Y ____ N_____   ASR: Y ____ N ____ LOA: Y____ N____    ASR: Y____N_____

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

<TABLE>
<S>                                              <C>
CUSTOMER (LESSEE) TO PROVIDE:                    CUSTOMER (LESSEE) TO PROVIDE:
LOA:  Y___ N_____ Coordinated Convert Y___ N____ LOA: Y__N___ Coordinated Convert Y___N___
CIF Arrangement Y___N____ CIF Attach Y___N___    CIF Arrangement Y___N___ CIF Attach __N__
Special Instructions __________________ ________ Special Instructions _____________________
</TABLE>


<TABLE>
<CAPTION>
MONTHLY LEASE RATE:                    NON RECURRING CHARGES:
<S>                   <C>                           <C>               <C>    
Monthly IXC Charge:   $ ___________    Installation $ ____________    ASR:      $______
Eqpt. Lease Charge:   $ ___________    Installation $ ____________    Reconfig  $______
Echo Canceller:       $ ___________    Installation $ ____________    Expedite  $______
CIF Racks:            $ ___________    Installation $ ____________
CIF Power:            $ ___________    Installation $ ____________
Other                 $ ___________    Installation $ ____________
TOTAL:                $ ___________    TOTAL OF NON RECURRING CHARGES:$_______
</TABLE>

IN WITNESS WHEREOF, the parties have executed this PURCHASE ORDER on the
_____day of_______19______



---------------------------------      -----------------------------------------
SUPPLIER  APPROVAL/TITLE               CUSTOMER AUTHORIZED REPRESENTATIVE/
(Service Provider)                     TITLE (CUSTOMER)

        PLEASE FAX THIS DOCUMENT TO CUSTOMER SERVICE FAX # (512) 433-7810

FOR OFFICE USE ONLY VERSION 3.0 10/2/97



                                    Page 18
<PAGE>
 
EXHIBIT D - PRIVATE LINE SERVICE ANCILLARY PRICING

<TABLE>
<CAPTION>
  NON-RECURRING CHARGES                                     DS-0                   DS-1                DS-3

<S>                                                        <C>                   <C>               <C>      
  New Order Installation                                  
  Order Change                                            
  Order Cancellation (prior to activation)                
  ASR (new or disconnect) Special Access                  
  ASR Supplement                                            *                        *                   *
  Order Expedite                                          
  Reconfiguration                                         
  DACS Charge (switching only)                            
  DACS Port Charge (Bell access to DACS)                  
  DS-1 DACS Port                                          
</TABLE>

<TABLE>
<CAPTION>
  OTHER CHARGES                                                                      MONTHLY RECURRING       NON-RECURRING
  -------------                                                                      -----------------       -------------

<S>                                                                                 <C>                      <C>      
  Cross-Connect Charge (Other Interexchange carrier, local access or customer
   interconnect/collocation facility to Supplier local access or bypass facility
   within the same Supplier POP):                                                                                       
                     DS-1                                                                                               
                     DS-3                                                                      *                   *      
                     OC-3*                                                                                              
                     OC-12*                                                                                             
                     OC-48*                                                                                             
  Interconnect Charge (Supplier POP to Supplier POP in the same city or local        
      area using Supplier owned or leased transmission systems, with no Supplier
      long haul attached at either Supplier POP):
                     DS-1                                                          
                     DS-3                                                          
                     OC-3*                                                                     *                   *
                     OC-12*                                                        
                     OC-48*                                                        
  M1/3 - 1 Year Term                                                               
              2 Year Term                                                          
              3 Year Term                                                          
  Echo Canceller (per circuit end)                                                 
  Second End Loop (Ex: for ADPCM)                                                  
  Rack Space                                                                         I.C.B - Subject to Availability
  Shelf Space                                                                        */ea/mo.              I.C.B.
  DC Power                                                                           */amp/mo (5 amp minimum; 5 amp increments)
</TABLE>

NOTES:

1.      ALL CHARGES INCURRED BY SUPPLIER ON CUSTOMER'S BEHALF FROM ANY LOCAL
        EXCHANGE CARRIER, COMPETITIVE ACCESS PROVIDER OR COMPETITIVE LOCAL
        EXCHANGE CARRIER WILL BE DIRECTLY PASSED ON TO THE CUSTOMER.

2.      SERVICES NOT DESCRIBED ABOVE WILL BE CONSIDERED SPECIAL HANDLING AND
        CHARGES WILL BE ASSESSED ON AN INDIVIDUAL CASE BASIS (ICB).

3.      ALL OF THE ABOVE CHARGES ARE SUBJECT TO CHANGE WITH A 30-DAY NOTICE.

4.      ALL PRIVATE LINE ANCILLARY SERVICE CHARGES TO CITIES NOT LISTED ON
        EXHIBIT C WILL BE PRICED ON AN INDIVIDUAL CASE BASIS AND WILL BE SUBJECT
        TO THE TERMS AND CHARGES OF THE UNDERLYING CARRIER.

*All OC product cross-connects and interconnects will be provided based upon
availability. OC interconnects shall have a minimum term of 12 months.



                                    Page 19


*  Confidential material has been omitted and filed
   separately with the Securities and Exchange Commission.
<PAGE>
 
EXHIBIT E - XNET TOP LATA'S

<TABLE>
<CAPTION>
LATA NAME                   LATA NUMBER
---------                   -----------
<S>                         <C>
New York                       132
Newark                         224
Philadelphia                   228
Pittsburgh                     234
Washington, D.C.               236
Indianapolis                   336
Detroit                        340
Chicago                        358
Raleigh                        422
Atlanta                        438
Miami                          460
New Orleans                    490
St. Louis                      520
Kansas City                    524
Dallas                         552
Houston                        560
San Antonio                    566
Minneapolis                    628
Denver                         656
Phoenix                        666
Portland                       672
Las Vegas                      721
San Francisco                  722
Sacramento                     726
Los Angeles                    730
San Diego                      732
Monterey                       736
Bakersfield                    734
Atlantic City                  220
Trenton                        222

</TABLE>



                                    Page 20
<PAGE>
 
                                    EXHIBIT F

                              PERFORMANCE STANDARDS


IXC will not be responsible for performance degradation due to conditions of
force majeure, subject to the limits set forth in Section 26. However, in such
case, IXC must use its best efforts for the restoration of network and systems.

        "Network" is defined as those elements which affect transmission and
        completion of calls. "Systems" are defined as those elements that
        support the business operations. The following criteria must be met:

        1.      IXC shall deliver billable Call Detail Record ("CDR") collection
                and distribution to Excel promptly on a daily basis Monday
                through Saturday, including nationally recognized holidays, for
                the previous period's traffic. This requires all billable CDRs
                be transmitted in totality to Excel's pickup point, including
                daily processing rejects, which are reasonably determined by
                both parties to be rejects

        2.      IXC must be able to collect, partition and duplicate at least
                five (5) million billable CDRs per day (and remove nonbillable
                CDRs) from the network at present architectural and capacity
                design. IXC shall archive CDRs for not less than two (2) years.

        3.      Automatic Number Identification ("ANIs") not identified in
                either IXC or Excel's database must have their CDRs identified
                as Casual Calls CDRs. Casual Call Distribution must occur daily
                based upon a twenty-eight (28) day aging cycle distribution
                whereby CDR allocation to an Excel ANI will be passed to Excel.

        4.      "Systems" availability will not be lower than 98 percent in any
                thirty (30) day period. This excludes scheduled downtime in a
                monthly production schedule mutually agreeable to both parties
                (provided that IXC shall be allowed downtime each twenty-four
                (24) hours from 10:00 p.m. to 7:00 a.m.), and downtime for new
                load implementation, backups, maintenance and unplanned outages.
                Notwithstanding anything in the Agreement to the contrary, in
                the event of a default under this Section4, Excel shall so
                notify IXC. In order to cure such default, IXC must notify Excel
                that the underlying problem has been corrected, specifying a
                specific time of such corrections, which must have been within
                forty-eight (48) hours of receipt of Excel's notice. From such
                notice from IXC, systems availability will



                                    Page 21
<PAGE>
 
                not be lower than 98 percent measured in the period ending 7,
                14, 21 and 30 days thereafter. In such event, such default will
                be deemed to be cured.

        5.      IXC shall provide monthly summary billing and invoicing with
                originating and terminating LATAs identified in format which
                will assure ease of reconciliation of monthly CDR billing
                matched to the delivered billable CDRs for that period.

        6.      Order Entry for Switched 1+ Service must be processed within
                twenty-four (24) hours, and for 800 Switched Service, within
                twenty-four (24) hours, excluding Sundays and nationally
                recognized holidays except that in cases where Excel's Resporg
                provides the 800 number, order entry shall be processed within
                seventy-two (72) hours, for orders which are reasonably
                determined to be valid by both parties.

        7.      IXC's Fraud Management system must be capable of initiating a
                "Fast Kill" and "Restoration" within five (5) minutes of the
                request and meet mutually agreeable Excel specific parameters on
                the ANI level. IXC will provide advanced notification of
                activities or changes on global parameters.

        8.      The Network must provide seven (7) day per week, twenty-four
                (24) hour day coverage of technical administrative functions.

        9.      IXC must act on problems affecting transmission service on IXC's
                network and use its best efforts to resolve such problem within
                four (4) hours from the time service is affected.

        10.     IXC shall use its best efforts to report problems affecting
                network or its support functions to Excel within 30 minutes of
                occurrence. Problems affecting traffic and performance must be
                reported and updated, and IXC must notify Excel when the
                condition has been remedied. Excel may submit a "trouble ticket"
                identifying the specific trouble items with the ability to query
                the status of that ticket. Excel must give approval before the
                trouble ticket is closed. Problems affecting IXC's alarm, fraud,
                and CDR collection functions shall be high priority, problems
                affecting all other functions shall be acted upon within two (2)
                hours.

        11.     IXC shall provide Excel with busy hour report no less often than
                once a month. IXC's access network shall be engineered so that
                no more than one call in one hundred originating calls will be
                blocked during any hour. IXC shall relieve blockage conditions
                by means of rerouting terminating traffic to an off-network
                provider immediately upon identification of blockage



                                    Page 22
<PAGE>
 
                from the time such blockage first occurs. Engineered trunk
                groups augments shall then be issued within ten (10) working
                days from the time such blockage first occurs.

        12.     The Private Line Services shall meet IXC's performance standards
                for DS-1 and DS-3 services as in effect as of March 16, 1998,
                copies of which are attached to this Exhibit F and incorporated
                herein by reference and made a part hereof for all purposes.

        13.     Crossover of DS-1 to DS-3. At such time as Excel has leased up
                to 12 DS-1 Circuits between a given city pair or at such point
                that Excel requests a cross over, the pricing of such DS-1
                Circuits shall cross over ("Cross Over") to DS-3 pricing and
                Excel shall be given by IXC DS-3 capacity between such city
                pair. Notwithstanding anything to the contrary contained herein
                or in the applicable Purchase Order, upon a Cross Over, Excel
                without liability to IXC or any third party, shall terminate
                such DS-1 Purchase Order and shall enter into a new Purchase
                Order for the DS-3 capacity and such Purchase Order shall have a
                Circuit Lease Term equal to an average of the remaining months
                on the DS-1 Purchase Orders prior to the Cross Over.

        14.     All software or software applications used by IXC (or any of
                IXC's On-Net suppliers) in the provision of Services hereunder
                shall be fully Year 2000 Compliant. As used herein, "Year 2000
                Compliant" means that the relevant software or software
                applications shall contain source code that can appropriately
                interpret the upcoming calendar year "2000."



                                    Page 23
<PAGE>
 
EXHIBIT G - SOFTWARE LICENSE AGREEMENT

This Software License Agreement (this "Agreement") is made and entered into this
____ day of _____________, 1998 (the "Effective Date"), by and between IXC, a
Delaware corporation ("IXC") and Excel Telecommunications, Inc., a Texas
corporation ("LICENSEE").
                                 R E C I T A L S

A.      IXC is a provider of telecommunications services and LICENSEE is a
        customer of IXC pursuant to the Telecommunications Service Agreement
        ("TSA") to which this Agreement is attached to as Exhibit C.

B.      IXC has developed and owns all right, title and interest in and to a
        proprietary collection of computer programs known as "IXC Online -
        Customer Module" which IXC makes available to its customers (the
        "Software") so as to enable IXC's customers to access a certain database
        maintained by IXC relating to the telecommunications traffic carried by
        IXC (the "Database").

C.      LICENSEE desires to license from IXC and IXC desires to grant to
        LICENSEE, on the terms and subject to the conditions of this Agreement,
        a license to use the Software so as to enable LICENSEE to access the
        Database.

                                A G R E E M E N T

In consideration of the foregoing recitals and the mutual covenants, agreements,
representations and warranties contained herein and in the TSA, the parties
intending to be legally bound, hereby agree as follows:

I.      GRANT OF LICENSE.

        A.      Subject to the terms and conditions of this Agreement, IXC
                hereby grants to LICENSEE a license (the "License") to use the
                Software in object code form only, solely on, together with and
                as an integral part of a single Qualified Configuration (as
                defined in Section 3.1, below) solely for interconnection to the
                Database for purposes of accessing any one or more of the
                various functions made available at the sole discretion of IXC,
                including, without limitation, order entry, entry and retrieval
                of customer information, trouble reporting, status inquiries,
                report writing and expense tracking.

        B.      SCOPE OF LICENSE. The License is nonexclusive and
                nontransferable and only extends to LICENSEE. LICENSEE agrees
                that it shall not, without the prior written consent of IXC,
                which consent may be withheld by IXC in its sole and absolute
                discretion, (i) transfer or sublicense the Software to any third
                party, directly or indirectly, manually or electronically, (ii)
                assign this Agreement or any interest herein to any third party,
                or (iii) contract, create, incur, assume or allow to exist any
                claim, mortgage, lien, security interest or other charge or
                encumbrance with respect to this Agreement or the Software to
                any third party.

        C.      RETENTION OF RIGHTS. The License places no restriction on IXC's
                right to use, market, distribute, license or sell the Software
                (or any portion thereof) to any third party. All rights not
                expressly granted herein are retained by IXC.

II.   TERM. This Agreement and the License created hereunder shall remain in
      effect until the earlier to occur of (i) the termination of the TSA, or
      (ii) either party giving to the other 30 days' prior written notice of
      such party's election to terminate this Agreement.

III.  INSTALLATION OF THE SOFTWARE ON THE QUALIFIED CONFIGURATION. IXC shall be
      responsible for installing the Software on the Qualified Configuration
      (the "Installation") in accordance with the terms and conditions of this
      Section 3.

        A.      THE QUALIFIED CONFIGURATION. The required hardware and software
                to enable LICENSEE to use the Software is hereinafter referred
                to as the "Qualified Configuration" and shall consist of the
                hardware and software configuration which is more fully
                described on Schedule 1 attached hereto and incorporated herein
                by this reference. LICENSEE, at its cost, shall be responsible
                for procuring the Qualified Configuration. At all times during
                the term of this Agreement, LICENSEE, at its cost, shall be
                responsible for maintaining the Qualified Configuration,
                including, without limitation, purchasing and utilizing any and
                all third-party software, and all updates or new releases
                pertaining thereto, as may be required to ensure that the
                Software continues to operate on the Qualified Configuration.

                To ensure satisfactory operation of the Software, Customer
                hereby agrees and acknowledges that the Software is intended for
                use with Windows NT and Windows 95 which is part of the
                Qualified Configuration. Any other version of Windows, is not
                considered a Qualified Configuration. IXC provides technical
                support assistance for the Software in conjunction with Windows
                NT and for no other operating software.

                Customer hereby assumes any risks in connection with the use of
                any operating software other than Windows NT and Windows 95 in
                connection with the Software. Customer hereby waives any claim
                or cause of action against IXC that may arise in connection with
                Customer's use of operating software other than Windows NT in
                connection with the Software.

        B.      PERFORMANCE OF THE INSTALLATION. In order to enable IXC to
                expeditiously perform the Installation, as soon as practicable
                after the Effective Date, LICENSEE shall allow IXC access,
                during normal business hours, to the Qualified Configuration.
                Upon gaining such access to the Qualified Configuration, IXC
                shall commence with the Installation and shall diligently pursue
                completion thereof.



                                    Page 24
<PAGE>
 
IV.   MAINTENANCE OF THE DATABASE. LICENSEE acknowledges that IXC must from time
      to time perform periodic maintenance of the Database which may result in a
      temporary shutdown of the Database and, during such times, IXC may suspend
      entry of new orders to the Database. IXC agrees to provide LICENSEE with
      as much advance notice as is reasonably possible of any such planned or
      scheduled maintenance.

V.    REVISIONS, ADDITIONS AND MODIFICATIONS. IXC may from time to time provide
      LICENSEE with revisions of the Software. LICENSEE shall accept such
      revisions, provided that if the revisions change existing procedures or
      file formats for order entry, response files and call detail records
      ("CDRs"), IXC will provide LICENSEE with at least 30 days' prior written
      notice of such revisions, and shall instruct LICENSEE, without charge, in
      the installation and use of the revisions.

VI.     ADDITIONAL OBLIGATIONS OF IXC.

        A.      FILE PRIVACY. IXC will take all commercially reasonable action
                to protect LICENSEE's files and data from being accessed by any
                third parties other than those third parties, if any, that may
                have been authorized by LICENSEE to access such files and data.

        B.      FILE SECURITY. IXC will archive for a reasonable period of time,
                all of LICENSEE's CDR data and will provide a copy of the most
                recent data to LICENSEE at such times that invoices are
                generated under the TSA. Nonetheless, IXC cannot guarantee that
                IXC's files and data will not be lost or altered and, therefore,
                LICENSEE hereby agrees to be solely responsible for maintaining
                a procedure external to the Database for maintaining and
                archiving all of its CDR data.

VII.    ADDITIONAL OBLIGATIONS OF LICENSEE.

        A.      COMMUNICATION COSTS. LICENSEE shall be responsible for all
                communication costs from LICENSEE's facility to the designated
                Database server location, including, without limitation, all
                equipment and telephone costs and any connection charges
                thereto.

        B.      LETTERS OF AUTHORIZATION. LICENSEE acknowledges and agrees that
                certain of the services available on the Database require
                executed end-user Letters of Authorization/Agency ("LOAs").
                LICENSEE shall maintain a file of all requisite LOAs and supply
                photocopies of such LOAs to IXC within five (5) business days of
                IXC's request, in accordance with the directions provided to
                LICENSEE at such time.

        C.      AUTHORIZED USERS. LICENSEE shall maintain and provide to IXC,
                within five (5) business days of its receipt of written notice
                from IXC requesting such information, a list of all persons
                authorized by LICENSEE to use the Software. All such persons
                shall be employees of LICENSEE and LICENSEE shall take all
                action necessary to ensure that such users do not (i) violate
                any of the terms and conditions of this Agreement, or (ii)
                access any files or data for licensees other than LICENSEE.

VIII. TRADEMARK RIGHTS. IXC has adopted and owns certain trademarks and service
      marks used in identifying and marketing IXC technology, products and
      services including, but not limited to the marks "IXC" and "IXC On-Line"
      (collectively, the "Trademarks"). LICENSEE recognizes and concedes for all
      purposes that any trademarks, logos or trade names affixed by IXC to IXC
      technology, products and services, whether or not registered, constitute
      the exclusive property of IXC and cannot be used by LICENSEE, nor shall
      LICENSEE use any confusingly similar mark, logo or trade name.

IX.   PROPRIETARY RIGHTS; CONFIDENTIAL INFORMATION. Full copyright and title to
      the Software shall at all times remain with IXC. Customer agrees to (i)
      maintain in confidence any confidential information of IXC obtained by
      Customer during the term of this Agreement, and (ii) refrain from
      disclosing confidential information of IXC to anyone until that
      information shall be in the public domain.

X.    NO WARRANTY; LIMITATION OF LIABILITY. IXC EXPRESSLY DISCLAIMS ANY AND ALL
      WARRANTIES WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES
      OR CONDITIONS OF TITLE, NONINFRINGEMENT, FITNESS OR SUITABILITY FOR ANY
      PARTICULAR PURPOSE. LICENSEE ACKNOWLEDGES AND AGREES THAT IXC'S MAXIMUM
      AGGREGATE LIABILITY TO LICENSEE UNDER THIS AGREEMENT SHALL IN NO EVENT
      EXCEED $25,000.00.

XI.   WARRANTY OF AUTHORITY. Each of the individuals signing this Agreement on
      behalf of a party hereto warrants and represents that such individual is
      duly authorized and empowered to enter into this Agreement and bind such
      party hereto.

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

IXC                                     EXCEL TELECOMMUNICATIONS, INC.


By:                                     By:
   --------------------------------        -------------------------------------
Title:                                  Title:
      -----------------------------           ----------------------------------


                                    Page 25
<PAGE>
 
 SCHEDULE  1

The following constitutes the minimum recommended requirements for IXC OnLine.
Based on the work functions used and volumes of work, other configurations may
also be supported.

HARDWARE FOR PC PLATFORM

[ ] Processor: Intel 486/66

[ ] At least 16 MB RAM for NT 3.51; 32 MB RAM for NT 4.0, Win95

[ ] High Density (1.44 MB) 3.5" floppy disk drive 

[ ] Hard Disk with a minimum of 1 GB of storage (driven by CDR volumes) 

[ ] SCSI Controller preferred to IDE (but not mandatory)

[ ] 101 Keyboard 

[ ] Mouse (at least 2 button) 

[ ] Network cards that are compatible with Windows NT (if connected to LAN)

CD-ROM

[ ] Double speed or faster; supported by Windows NT (for billing via CD-ROM)

VIDEO CARD AND MONITOR

[ ] SVGA, 800 x 600 resolution screen (1024 x 768 resolution is acceptable as
    well, but the screen will appear smaller.)

[ ] 15" Color Monitor, 0.28" dot pitch

SOFTWARE AND OPERATING SYSTEM

[ ] Windows NT Workstation (version 3.51 or 4.0) or Windows 95

MISCELLANEOUS SOFTWARE

[ ] Virus checking programs (NT and Win 95 compatible)

[ ] Any relational database that can read .DBF (database) files so that order
    status can be tracked (Examples of programs that read these files: FoxPro,
    Paradox, Oracle, Excel, Approach, Access.)

SECURITY

[ ] IXC OnLine will scan for viruses as files are transferred to the system. As
    such, only ASCII file uploads will be accepted. Files suspected of 
    containing a virus will not be processed by IXC OnLine, and the user will be
    notified of the problem.

INTERACTIVE INTERFACE REQUIREMENTS

If the interface with IXC OnLine is dial-up, the requirements (in addition to
the "Common Requirements" stated above) are as follows:

[ ] Hayes compatible modem at 28.8 kbps (async) 

[ ] For batch ASCII file transfer, Procomm Plus or a comparable communication
    transfer software (must support X-modem and Z-modem protocols) is 
    recommended.

USERS WHO WILL ENTER ORDERS INTERACTIVELY NEED NOT PURCHASE THIS SOFTWARE.

[ ] Sufficient hard disk storage to receive CDR files; 1 Gig + recommended.
    (Based on your specific volumes.)

[ ] Windows NT Remote Access Service - native to Windows NT (for interactive
    use)



                                    Page 26
<PAGE>
 
If the physical interface with IXC OnLine is via a DEDICATED LINE, then the
requirements, in addition to the "Common Requirements" stated above, are as
follows:

[ ] 56 / 64 kbps line (DS-0) from customer site to IXC determined location (to
    be confirmed based on IXC's WAN configuration)

[ ] CSU/DSU for line termination (to be confirmed based on IXC's WAN
    configuration) - coordinate with IXC MIS department


[ ] Router connection or Eicon card


DATABASE CONFIGURATION

        Many of the preparations required for the establishment of your database
        must be performed by IXC. After receiving a fully executed contract,
        your Account Manager will require your assistance in completing some of
        these tasks, such as your Customer Profile and Calling Card Setup.

ACCESS TO IXC ONLINE

        Once you have met all of the hardware and software requirements, you
        will be given your assigned User ID's and passwords, as well as the
        software that will allow you to access IXC OnLine.



                                    Page 27
<PAGE>
 
TAXES ON TELECOMMUNICATIONS SERVICES - Contact IXC's Tax Department at
512-427-3849 for assistance in completing this form 

Please check one of the following:

______ Telecommunications services purchased from Supplier are for resale 
       purposes in the normal course of our business (or are subject to other 
       tax exemptions).  These services are exempt from federal, state and local
       taxes.

            IF CHECKED, COMPLETE SECTION 1 & SECTION 2 BELOW FOR THE APPLICABLE 
STATES WHERE SERVICE IS PROVIDED.

______ Telecommunications services purchased from Supplier are not for resale 
       purposes, but are purchased for our own use.  These services are not 
       subject to other exemptions.

 IF CHECKED, SIGN HERE: ______________________________ DATE:____________________

SECTION 1. CERTIFICATE OF EXEMPTION FROM FEDERAL EXCISE TAXES ON COMMUNICATIONS
SERVICES AND FACILITIES

The undersigned hereby certifies that the service furnished by Supplier is
exempt from the Federal Excise Tax on Communications and Facilities imposed by
Internal Revenue Code (IRC) Section 4251 because the undersigned is exempt under
IRC Section 4253 for such reason as marked below (check one). The undersigned
agrees to notify Supplier in writing when the claimed status no longer applies.

____    A nonprofit hospital referred to in IRC Section 170 (b)(1)(A)(ii) which
        is exempt from income tax under Section 501 (a).

____    A nonprofit educational organization described in IRC Section (170)
        (b)(1)(A)(ii) which is exempt from income tax under Section 501 (a).

____    A School which is operated as an activity of an organization described
        in IRC Section 501 (C)(3) which is exempt from income tax under Section
        505(a), and operates as described in IRC Section 4253 (j).

____    The U.S. government, government of a State, political subdivision of a
        state of the District of Columbia.

____    The American Red Cross or an international organization described in
        Internal Revenue Code Sections 7701 (a) (18) and 4253 (c).

____    A news service company of the type referred to in Internal Revenue Code
        Section 4253 (b).

____    Diplomatic, consular or other officers of foreign governments
        temporarily residing in the United States who are nationals of the
        foreign country on a diplomatic mission.

____    The service will be used exclusively in the rendering of a
        communications services upon which tax is imposed by IRC Section 4251.
        It is understood that no tax will be collected by Supplier on charges
        for said service and that it will be the responsibility of the
        undersigned to collect such tax as may be due from its customers.

____    The service, which is defined in Section 4252 (b)(2), is for use by a
        common carrier, telephone or telegraph company, or radio broadcasting
        station or network in the conduct of its business as such.

FOR THIS CERTIFICATE TO BE VALID YOU MUST CHECK ONE OF THE ABOVE BOXES, SIGN AND
DATE THE CERTIFICATE AND PROVIDE AN EFFECTIVE DATE. ANY MODIFICATIONS TO THE
ABOVE WILL RENDER THE CERTIFICATE NULL AND VOID.

THE EXEMPT STATUS OF THE UNDERSIGNED IS EFFECTIVE AS OF _______________________.

Customer:  Excel Telecommunications, Inc.    FEDERAL TAX I.D. __________________

I swear under penalty of fines, imprisonment, or both, together with cost of
prosecution that the statement contained herein are true to the best of my
knowledge.



--------------------------------------------------------------------------------
Signature                             Title                     Date



                                    Page 28
<PAGE>
 
EXHIBIT H - XCLUSIVE HUBS

<TABLE>
<CAPTION>
LATA NAME                   LATA NUMBER               STREET ADDRESS                                   NPA/NXX
---------                   -----------               --------------                                   --------
<S>                         <C>                       <C>                                              <C>
Atlanta, GA                    438                    55 Marietta St., 19th Floor, East End            (404)522
Austin, TX                     558                    621 Pleasant Valley Road                         (512)389
Baltimore, MD                  238                    1220 South Howard                                (301)752
Boston, MA                     128                    Prudential Center                                (617)236
Charlotte, NC                  422                    208 N. Caldwell                                  (704)335
Chicago, IL                    358                    155 N. Michigan Ave., Suite 425                  (312)240
Cincinnati, OH                 922                    2300 Carew Tower, Suite 411                      (513)651
Cleveland, OH                  320                    50 Public Square, Rm 650                         (216)696
Columbus, OH                   324                    180 E. Broad Street, Suite 1420                  (614)469
Dallas, TX                     552                    1950 Stemmons Frwy., Suite 2021                  (214)698
Denver, CO                     656                    931 14th Street, Suite 622                       (303)572
Des Moines, IA                 632                    604 9th Street                                   (515)283
Detroit, MI                    340                    2000 Bagley Street                               (313)961
El Paso, TX                    540                    201 E. Main, Suite 1702                          (915)553
Ft. Worth, TX                  552                    810 Houston, Suite 1705                          (817)870
Hartford, CT                   920                    55 Trumbull Street                               (203)725
Houston, TX                    560                    293 North Main Street                            (713)224
Indianapolis, IN               336                    730 W. Henry Street                              (317)634
Jacksonville, FL               452                    424 N. Pearl Street                              (904)340
Kansas City, MO                524                    1125 Grand Ave., Suite 1704                      (816)283
Las Vegas, NV                  721                    125 Las Vegas Blvd. South                        (702)388
Little Rock, AR                528                    120 W. Eighth                                    (501)370
Los Angeles, CA                730                    625 S. Grand, Suite 1615                         (213)689
Louisville, KY                 462                    521 W. Chestnut Street                           (502)581
Memphis, TN                    468                    201 E. Court Avenue                              (901)227
Miami, FL                      460                    13 NW 6th Street                                 (305)347
Milwaukee, WI                  356                    324 East Wisconsin Avenue                        (414)276
Minneapolis, MN                628                    331 South Second Avenue                          (612)330
Nashville, TN                  470                    185 N. 2nd Avenue                                (615)251
New Orleans, LA                490                    639 Loyola Avenue, Suite 2150                    (504)528
New York, NY                   132                    60 Hudson Street, 4th Floor                      (212)693
Newark, NJ                     224                    744 Broad Street, 3rd Floor                      (201)824
Oklahoma City, OK              536                    100 N. Broadway, Suite 3020                      (405)232
Omaha, NE                      644                    105 South 17th Street                            (402)341
Orlando, FL                    458                    45 N. Magnolia Avenue                            (407)872
Philadelphia, PA               228                    401 N. Broad, First Floor                        (215)922
Phoenix, AZ                    666                    3300 N. Central Ave., 15th Floor                 (602)266
Pittsburgh, PA                 234                    535 Smithfield Street, Suite 2650                (412)281
Portland, OR                   672                    819 Oak Street                                   (503)295
Raleigh, NC                    422                    121 W. Morgan Street                             (919)821
Richmond, VA                   248                    2800 Laurel Brook Drive                          (804)233
Sacramento, CA                 726                    1407 J Street                                    (916)325
Salt Lake City, UT             660                    70 South State Street                            (801)596
San Antonio, TX                566                    660 South Santa Rosa                             (210)225
San Diego, CA                  732                    8991 Complex Drive                               (619)292
San Francisco, CA              722                    425 Market Street, Suite 3800C                   (415)543
San Francisco, CA              722                    274 Brannan Street, Suite 402                    (415)243
Seattle, WA                    674                    1122 3rd Avenue                                  (206)382
St. Louis, MO                  520                    2651 Olive Street                                (314)321
Tampa, FL                      952                    2261 Massaro                                     (813)620
Washington, DC                 236                    1220 L Street, N.W.                              (202)789
</TABLE>


NOTE: ALL IXC HUB LOCATIONS ARE SUBJECT TO AVAILABILITY. CONTACT YOUR IXC
ACCOUNT MANAGER FOR SPECIFIC LOCATION, LOCATION AVAILABILITY AND CARRIER
FACILITY ASSIGNMENT PRIOR TO LOCAL CONNECTION ORDERS.


                                    Page 29
<PAGE>
 
EXHIBIT I - XNET CERTIFICATION OF TRAFFIC USE

Excel Telecommunications, Inc. ("Customer"), by its authorized officer
identified below, does hereby certify to IXC ("Supplier"), the following:

SERVICE INTERCONNECTION. Customer has established one or more interconnections
with Supplier via dedicated circuits which interconnect with the Supplier
network at the locations set forth below ("IXC Hub").

PERCENTAGE OF INTERSTATE USE (PIU). Customer has calculated its PIU (including,
for the purposes of this certification, international, i.e., calls terminating
outside the United States) for traffic on each dedicated circuit which
terminates at the IXC Hubs listed below. The calculation of the interstate use
is based on the percentage of minutes which terminate (or in the case of new
service, are projected to terminate) outside the state in which the IXC Hub is
located (interstate minutes divided by total minutes, multiplied by 100).

Customer attests that this PIU determination has been calculated in accordance
with applicable Federal Communications Commission regulations.

                        FOR XNET LEX TERMINATION SERVICE:

<TABLE>
<CAPTION>
              IXC Hub Address                         City                       State                 Termination Traffic PIU
              ---------------                         ----                       -----                 -----------------------
<S>     <C>                              <C>                                <C>                    <C>

1.                                                                                                                                %
        ----------------------------     ------------------------------     --------------         -------------------------------

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

2.                                                                                                                                %
        ----------------------------     ------------------------------     --------------         -------------------------------

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

3.                                                                                                                                %
        ----------------------------     ------------------------------     --------------         -------------------------------

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

4.                                                                                                                                %
        ----------------------------     ------------------------------     --------------         -------------------------------

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

5.                                                                                                                                %
        ----------------------------     ------------------------------     --------------         -------------------------------

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

</TABLE>

                        FOR XNET 8XX ORIGINATION SERVICE:

<TABLE>
<CAPTION>
              IXC Hub Address                         City                       State                   Xnet Origination PIU
              ---------------                         ----                       -----                   --------------------
<S>     <C>                              <C>                                <C>                    <C>

1.                                                                                                                                 %

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

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

2.                                                                                                                                 %

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

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

3.                                                                                                                                 %

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

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

4.                                                                                                                                 %

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

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

5.                                                                                                                                 %

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

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

</TABLE>

EFFECTIVE DATE

This Certificate of Traffic Use shall be effective as of the following date:
__________________________. This Certification of Traffic Use is made this
__________ day of ____________________, 1998, and subscribed to by the duly
authorized officer of Customer.




--------------------------------------------------------------------------------
Signature                          Title                    Date


                                    Page 30
<PAGE>
 
EXHIBIT J - NETWORK DEMAND FORECAST

CUSTOMER: ___Excel Telecommunications, Inc.____________     DATE:_______________

Is this actual (existing customer traffic) or projected data? ______  Actual  
________ Projected

<TABLE>
<CAPTION>
ORIGINATING/
TERMINATING             MONTHLY
TANDEM                  MINUTES              COMMENTS
------------            -----------          -------------------------
<S>                     <C>                  <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

NOTES:

1.      FOR EXISTING CUSTOMER TRAFFIC, USE ACTUAL DATA TO COMPLETE FORECAST. IF
        THE ACTUAL DATA IS UNAVAILABLE USE PROJECTED TRAFFIC. USE THE
        "ORIGINATING" TRAFFIC DATA FOR SWITCHED PRODUCTS AND "TERMINATING"
        TRAFFIC DATA FOR DEDICATED PRODUCTS.

2.      ORIGINATING/TERMINATING TANDEM: CLLI CODE OF THE ORIGINATING (OR
        TERMINATING) TANDEM. ENTER THE TOTAL CONTRIBUTION OF TRAFFIC (I.E.,
        ROLL-UP) FROM/TO THE END-OFFICES ATTACHED TO THE TANDEM AND THE TRAFFIC
        CHARACTERISTICS IN OTHER COLUMNS.

3.      MONTHLY MINUTES: TOTAL USAGE IN MINUTES FOR THE MONTH.

4.      COMMENTS: ANY HELPFUL NOTES TO DESCRIBE AND ELABORATE ON THE TRAFFIC
        CHARACTERISTICS (INTRALATA, INTRASTATE, INTERSTATE, INTERNATIONAL,
        CASUAL VS. PIC, 1+, ETC.)

5.      USE ADDITIONAL PAGES IF NECESSARY.



                                    Page 31