FOURTH AMENDMENT TO
                       CONTRACT FOR ALASKA ACCESS SERVICES


This  FOURTH  AMENDMENT  to the  CONTRACT  FOR ALASKA  ACCESS  SERVICES  is made
effective this 1st day of January, 1999, between GENERAL COMMUNICATION, INC. and
its wholly owned  subsidiary,  GCI  COMMUNICATION  CORP., an Alaska  corporation
(together  "GCI")  with  offices  located at 2550  Denali  Street,  Suite  1000,
Anchorage, Alaska 99503-2781, and MCI TELECOMMUNICATIONS CORPORATION, a Delaware
corporation,  ("MCI") with offices located at 1801  Pennsylvania  Avenue,  N.W.,
Washington, DC 20006.

WHEREAS,  GCI and MCI  entered  into that  certain  Contract  for Alaska  Access
Services  dated January 1, 1993,  as amended by the First  Amendment to Contract
for Alaska Access  Services dated March 1, 1996, and the Third  Amendment (1) to
Contract for Alaska Access Services,  effective on March 1, 1998  (collectively,
the "Agreement"); and

WHEREAS,  On  September  14,  1998 MCI  Communications  Corporation  (the parent
company of MCI) and WorldCom, Inc. merged to create MCI WORLDCOM, Inc., and as a
result of such merger,  MCI is now an affiliate  of WorldCom  Network  Services,
Inc. ("WNS"); and

WHEREAS, GCI, MCI and WNS desire to amend the Agreement to add WNS as a party to
the Agreement and to further  modify the Agreement in accordance  with the terms
and conditions set forth herein.

NOW,  THEREFORE,  in  consideration  of the premises  and the mutual  agreements
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.       Definition  of  Terms.  All  capitalized  terms  used  in  this  Fourth
         Amendment but not defined  herein shall have the meanings given to such
         terms in the Agreement.

2.       New  Definitions.  Section 1 of the Agreement is hereby  amended to add
         the following new definitions:

         "H. ********:  WNS MTS traffic that originates outside of Alaska and is
         sent to GCI for termination in Alaska."

         "I.  ********  Alaska  ********  and  ********  Services:  ******** and
         ******** services obtained from GCI by MCI and/or WNS where one or more
         termination points reside within Alaska."

3.       Utilization of GCI.  Section 2.A. of the Agreement is hereby amended as
         follows:

         "A. MCI and WNS Traffic. MCI shall utilize the transmission services of
         GCI  exclusively  for all  MCI  Traffic.  WNS  shall  use  commercially
         reasonable efforts to utilize the transmission  services of GCI for the
         ********  and the  ********  Alaska  ********  and  ********  Services;
         however,  GCI agrees and  acknowledges  that there may be situations in
         which  it  may  be   necessary  or  prudent  for  WNS  to  utilize  the
         transmission  services of a third party (e.g.  overflow  traffic).  GCI
         will transmit all MCI Traffic and WNS traffic as follows:"



------------------------
(1) A second  amendment to Contract for Alaska Access  Services was never signed
by MCI and GCI.


[CERTAIN  INFORMATION  HAS BEEN REDACTED  FROM THIS  DOCUMENT  WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNREDACTED  DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

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4.       Delivery of Traffic. Section 2.A. of the Agreement is hereby amended to
         add the following new subsections:

         "(8)  ********.  WNS shall  deliver  ********  to GCI's POP in Seattle,
         Washington. GCI shall route all ******** received at the Seattle POP to
         the appropriate destination in Alaska. GCI will protect and restore the
         ******** in accordance with Section 2.A.(7)."

         "(9) ********  Alaska  ******** and ********  Services.  MCI and/or WNS
         shall interconnect with GCI at the GCI POP in Seattle,  Washington. GCI
         shall  provide the  bandwidth  required by MCI and/or WNS to the Alaska
         destination  and  shall  coordinate  the  connection  to  the  customer
         location."

5.       Charges.

         (a) ********. Section 2.B.(1) of the Agreement is hereby amended to add
         the following provision:

         "Notwithstanding  anything contained in this Agreement to the contrary,
         commencing  on April 1, 1999,  the  following  rates shall apply to all
         ********:

                  Dates                                       Rate Per Minute
                  -----                                       ---------------
                  04/01/1999 to 12/31/1999                    $********
                  01/01/2000 to 12/31/2001                    $********
                  01/01/2002 and thereafter                   $********

         There shall be no time of day discount. ******** shall pay the ********
         access  and all  Alascom  interexchange  charges  for the  ********  of
         ********."

         (b) ********. Section 2.B.(2) of the Agreement is hereby amended to add
         the following provision:

         "Notwithstanding  anything contained in this Agreement to the contrary,
         commencing  on April 1, 1999,  the  following  rates shall apply to all
         ******** (except for ********):

                  Dates                                       Rate Per Minute
                  -----                                       ---------------
                  04/01/1999 to 12/31/1999                    $********
                  01/01/2000 to 12/31/2001                    $********
                  01/01/2002 and thereafter                   $********

         There shall be no time of day discount. ******** shall pay the ********
         access  and all  Alascom  interexchange  charges  for the  ********  of
         ********. Any query charges associated with the routing of ******** due
         to FCC Docket  #********  shall be passed on to  ********,  without any
         mark-up."



[CERTAIN  INFORMATION  HAS BEEN REDACTED  FROM THIS  DOCUMENT  WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNREDACTED  DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


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         (c) ********.  Section 2.B. of the  Agreement is hereby  amended to add
         the following new subsection:

         "(8) ********  shall billed at the rates set forth below.  MCI, WNS and
         GCI shall  negotiate  the pricing for  services as outlined in Sections
         2.A.(7)and (8).

                  Dates                                       Rate Per Minute
                  -----                                       ---------------
                  01/01/1999 to 03/31/1999                    $********
                  04/01/1999 to 12/31/1999                    $********
                  01/01/2000 to 12/31/2001                    $********
                  01/01/2002 and thereafter                   $********

         There shall be no time of day discount. ******** shall pay the ********
         access  and all  Alascom  interexchange  charges  for the  ********  of
         ********."

         (d) ******** and ********  Services.  Section 2.B. of the  Agreement is
         hereby amended to add the following new subsection:

         "(9)  ******** and ********  Services.  ******** and ********  Services
         shall be at the rates set forth in GCI FCC  Tariff  #********  and such
         rates shall reflect the requested  terrestrial or satellite  bandwidth.
         Each  month GCI shall  calculate  the  ********  and  ********  Service
         charges  for all  ********  requirements  of  ********  and below and a
         ******** will be calculated and applied as follows:

                  ********  of the  ********  shall be applied to the  following
                  month's  ********  invoice  and  shall be  identified  on such
                  invoice as "Alaska ******** and ******** Contract ********";

                  ********  of the  ********  shall be applied to the  following
                  month's  ********  invoice  and  shall be  identified  on such
                  invoice as "Alaska ******** and ******** Contract ********."

         Further,  each month GCI shall  calculate  the  ********  and  ********
         Service charges for all ********  requirements of ******** and ********
         level  services  and a  ********  will be  calculated  and  applied  as
         follows:

                  ********  of the  ********  shall be applied to the  following
                  month's  ********  invoice  and  shall be  identified  on such
                  invoice as "Alaska ******** and ******** Contract ********";

                  ********  of the  ********  shall be applied to the  following
                  month's  ********  invoice  and  shall be  identified  on such
                  invoice as "Alaska ******** and ******** Contract ********."

         In the event that the above ******** cannot be fully used to offset the
         applicable  invoice,  the remaining  amount of such  ********  shall be
         applied as directed by MCI or refunded to MCI upon request."



[CERTAIN  INFORMATION  HAS BEEN REDACTED  FROM THIS  DOCUMENT  WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNREDACTED  DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


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6. Billing.  Section 2.C. of the Agreement is hereby deleted in its entirety and
replaced with the following:

         "Billing.  GCI shall bill MCI monthly for the services delivered to MCI
         as outlined  in this  Agreement.  MCI will pay by check  within 25 days
         after  receipt of GCI's invoice for such  services.  GCI shall bill WNS
         monthly  for  the  services  delivered  to  WNS  as  outlined  in  this
         Agreement.  WNS will pay by check within 25 days after receipt of GCI's
         invoice for such services."

7. Price  Protection.  Section 2.F. of the  Agreement  is hereby  deleted in its
entirety and replaced with the following:

         "Price Protection.  Notwithstanding anything to the contrary, GCI shall
         adjust the pricing for services  provided  under this Agreement so that
         GCI shall charge MCI or WNS, as applicable, (i) no more than it charges
         any other  customer for any reasonably  comparable mix of services,  or
         (ii) if there is no reasonably  comparable mix, no more than it charges
         any other  customer for one or more of the services that  constitutes a
         material part of the services  purchased by MCI or WNS, as  applicable,
         under this  Agreement  if there is no  substantial  discount  otherwise
         provide to MCI or WNS, as applicable, under this Agreement that offsets
         such other customer's pricing advantage."

8.  Notices.  Section  5.C. of the  Agreement  is hereby  amended to include the
following notice address for WNS and MCI:

         "If to WNS or MCI:         MCI WorldCom, Inc.
                                    National Carrier Policy & Planning
                                    8521 Leesburg Pike
                                    Vienna, VA 22182
                                    Attn: Vice President

         with a copy to:            MCI WorldCom, Inc.
                                    LPP - Network & Facilities
                                    1133 19th Street, NW
                                    Washington, DC 20036"

9. Amendment  Signing Bonus.  Upon the full execution of this Fourth  Amendment,
MCI shall be paid a bonus by GCI.  The amount of the bonus shall be equal to (a)
the  number of  minutes  of  ********  by GCI  between  ********  and  ********,
multiplied  by  $********  per minute,  plus (b)  $********.  The bonus shall be
applied as a credit against the September 1999  invoice(s) and the December 1999
invoice(s).  The  September  credit shall be equal to $********  plus 50% of the
amount of part (a) in the  bonus  calculation  in the  second  sentence  of this
paragraph. The December credit shall be equal to the remaining 50% of the amount
of part (a) in the bonus  calculation in the second  sentence of this paragraph.
In the event that a portion of the September or December bonus credits cannot be
fully used to offset  invoiced  charges,  the  remainder of the bonus will carry
forward to the following months until such remainder is fully depleted.

10.  Consolidation  of MCI and WNS.  In the event that MCI and WNS are merged or
otherwise consolidated in connection with post-merger efforts to consolidate the
affiliates of MCI  Communications  Corporation  and WorldCom,  Inc., the parties
hereby  acknowledge and agree that the ********  provision  contained in Section
******** of the  Agreement and  applicable to MCI, not WNS,  shall be limited to
the traffic and services  characterized as ******** traffic prior to such merger
or consolidation and shall not be interpreted to create potentially  conflicting
******** obligations for MCI or WNS.



[CERTAIN  INFORMATION  HAS BEEN REDACTED  FROM THIS  DOCUMENT  WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNREDACTED  DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


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11. Effect of Amendment.  All terms and conditions of the Agreement not modified
by this Fourth Amendment shall remain in full force and effect.

12. Further  Assurances.  The parties shall  cooperate in good faith,  and shall
enter  into  such  other  instruments  and take  such  other  actions  as may be
necessary or desirable, to fully implement the intent of this Fourth Amendment.

13. Counterparts. This Fourth Amendment may be executed in counterparts, each of
which shall be deemed an original and both of which  together  shall  constitute
one and the same instrument.

         IN WITNESS WHEREOF, the undersigned authorized  representatives of GCI,
MCI and WNS have  executed and  delivered  this Fourth  Amendment as of the date
first written above.


GCI COMMUNICATION CORPORATION


By: /s/

Name: Richard Westlund

Title: Vice President, Carrier Relations



MCI TELECOMMUNICATIONS                      WORLDCOM NETWORK SERVICES, INC.
CORPORATION


By: /s/                                     By: /s/

Name: Jay Slocum                            Name: Jay Slocum

Title: Vice President                       Title: Vice President



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