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                               ADDENDUM NO. 3 TO
                     TELECOMMUNICATIONS SERVICES AGREEMENT

    This Addendum No. 3 is made to that original Telecommunications Services
Agreement by and between U. S. LONG DISTANCE, INC. (the "Company") and PAYTEL
NORTHWEST, INC. (the "Customer") dated March 30, 1993, and as amended by
Addendum No. 1 on September 16, 1994, and as amended by Addendum No. 2 on August
23, 1995 (collectively the "Agreement").  The Agreement is hereby amended to
provide the following:

1.  TERM.

    The term of this Agreement shall commence on March 1, 1996, and shall
    continue in full force and effect for a period of three (3) years from such
    date, terminating on February 29, 1999, and shall be renewed automatically
    for an additional one (1)-year period unless the Company or the Customer
    provides sixty (60)-day written notice to the other of its intent to
    terminate this Agreement at the end of the initial three (3)-year term.

2.  Paragraph 12 of Addendum No. 2, modifying Paragraph 9 entitled ADDITIONAL
    CONSIDERATION of the original Agreement, is hereby amended to read as
    follows:

    9.   ADDITIONAL CONSIDERATION.

         (a)  LOAN TO CUSTOMER.

         Pursuant to the terms of Addendum No. 2, the Company loaned to
         the Customer $75,000.  Such $75,000 loan shall now be evidenced
         by the execution and delivery of the form of Promissory Note
         attached hereto as Exhibit "A," calling for fifty-two (52) weekly
         equal principal and interest payments with the first payment
         commencing on March 1, 1996 and continuing each week thereafter
         until paid in full.  The Company has the right to offset the
         principal and interest payments with commissions earned by, and
         owned by the Company to, Customer.
  
         (b)  WARRANT TO CUSTOMER:

         As long as the Customer is using the Company for no less than
         eighty percent (80%) of its operator services requirements for
         the entire three (3)-year term of this Agreement, the Company
         shall cause its parent company, U. S. Long Distance Corp., a
         Delaware corporation ("USLD"), to issue a Warrant Certificate
         (the "Warrant") 

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         allowing the Customer to purchase 100,000 shares of the common stock 
         of USLD at an exercise price of $12.50 per share.  The Warrant shall 
         be in the form of the Warrant attached hereto as Exhibit "B."
         Customer agrees to furnish to the Company quarterly its total 
         operator services traffic and its total operator services traffic 
         carried by the Company.  The Company shall have reasonable audit 
         rights to confirm such reports.  The Warrant shall be issued by the 
         Company on February 28, 1999, unless after March 1, 1996 and prior 
         to February 28, 1999, Customer has achieved an accumulated total of 
         1.7 million billable operator assisted calls over the Company's 
         network; in which case, upon Customer's attainment of such 1.7 
         million billable calls, the Company shall immediately issue the 
         Warrant. The Warrant must be exercised on or before March 31, 1999. 
 
         All of the other terms and conditions of Paragraph 12, of
         Addendum No. 2, modifying Paragraph 9 of the original Agreement,
         are held for naught. 
  
3.  All of the other terms and conditions of the Agreement, including Addendum
    No. 1 and Addendum No. 2, are hereby ratified and confirmed in their
    entirety.

    AGREED TO and ACCEPTED on this _____ day of February, 1996.


U. S. LONG DISTANCE, INC.              PAYTEL NORTHWEST, INC.


By: /s/ JOHN M. WELSON                 By:  /s/ RON MCDOUGALL
   ------------------------------         -------------------------------
JOHN M. WELSH                          RON McDOUGALL
    Vice President, Sales                        President

Date:         2/21/96                  Date:          2/22/96 


U. S. LONG DISTANCE CORP.


By: /s/ LARRY M. JAMES
   ------------------------------
    LARRY M. JAMES
    President

Date:         2/21/96