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[U.S. Long Distance Logo]



August 21, 1996


VIA FACSIMILE 770-751-9082


Mr. Rodger L. Johnson
President
Communications Central, Inc.
1150 Northmeadow Parkway, Suite 118
Roswell, Georgia 30076

RE: TELECOMMUNICATIONS AGREEMENT

Dear Mr. Johnson:

This letter amends that certain Telecommunications Agreement dated January 11,
1995 (the "January 11 Agreement") by and between U. S. Long Distance, Inc.
("USLDI") and Communications Central, Inc. ("CCI"), as amended by the agreement
of February 23, 1996 (the "February 23 Agreement"), copies of which are attached
hereto as Exhibit "A" and incorporated herein for all purposes (collectively,
the "Agreement"), as follows:

1.  Paragraph 2, of the January 11 Agreement, is hereby amended in its entirety
    to read as follows:

    "2.  For the telecommunications services as set forth in (a) through (f)
         and (h) above, CCI agrees to pay USLDI as follows:
    
         (a)  For services rendered by USLDI pursuant to subparagraphs 1(a)
              through 1(h) above, $0.50 per completed automated call until
              August 31, 1998;
         
         (b)  For services rendered by USLDI pursuant to subparagraphs 1(a)
              through 1(h) above, $1.15 per completed live call until August
              31, 1998;
         
         (c)  For services rendered by USLDI pursuant to subparagraph 1(h)
              above, $0.08 per minute for origination charges, billed in 
              six-second increments and $0.06 per minute for termination 
              charges, billed in full minute increments;

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Mr. Rodger Johnson
Communications Central, Inc.
August 21, 1996
Page 2
         (d)  In the event USLDI elects to utilize automated collect call
              processing for any or all of the pay telephones under this
              Agreement, $0.50 per completed automated collect call through
              August 31, 1998; and 
         
         (e)  Services above will not include "211" services.  For such repair
              and refund services (211), USLDI will charge $0.65 per call and
              $.08 per origination."

2.  Paragraph 3, of the January 11 Agreement, is hereby amended in its entirety
    to read as follows:

    "3.  CCI must bill no fewer than 475,000 operator service calls per quarter
         pursuant to the Agreement beginning August 1, 1996 to July 31, 1997
         and 400,000 operator service per quarter calls from August 1, 1997 to
         July 31, 1998.  In the event CCI bills fewer than 475,000 operator
         service calls per quarter for the first year and 400,000 operator
         service calls per quarter for the second year, CCI shall promptly pay
         USLDI $.70 for each call that is below the minimum."
    
3.  Paragraph 4, of the January 11 Agreement, is hereby amended by substituting
    the "August 31, 1998" for "December 31, 1997" as the expiration date of the
    Agreement in the first sentence.  The remaining provisions of Paragraph 4
    are unchanged.

4.  Paragraph 8, of the January 11 Agreement, is hereby deleted in its
    entirety.

5.  Paragraph 9, of the January 11 Agreement, is hereby deleted in its
    entirety.

6.  Paragraph 11 of the Agreement is hereby amended by adding the following
    paragraph:

    "The outstanding warrant to purchase 125,000 shares of the common stock of
    U.S. Long Distance Corp. shall be adjusted in exercise price and number of
    warrants granted as set forth in Article IV of the Distribution Agreement
    by and between U.S. Long Distance Corp. and Billing Information Concepts
    Corp. ("BICC"), a copy of such Article IV being attached here to as Exhibit
    "D" and incorporated herein for all purposes, in order to prevent any
    diminution in value of such warrants as a result of a the spin-off by the
    Company of BICC.  All of the foregoing adjustments made in respect of CCI's
    warrant position shall be made in a manner and on terms consistent with
    other adjustments made by U.S. Long Distance Corp. and BICC on behalf of
    other similar warrant and option holders U.S. Long Distance Corp. agrees to
    amend its warrant agreement with CCI to 

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Mr. Rodger Johnson
Communications Central, Inc.
August 21, 1996
Page 3
    provide standard anti-dilution protections and adjustments in favor of CCI
    in respect of any future merger, stock purchase, asset purchase,
    combination, divestiture, spin-off or other similar transaction.  Further,
    U.S. Long Distance Corp. agrees to amend its Distribution Agreement with
    BICC pursuant to Section 4.04 to provide the same anti-dilution features
    pertaining to the BICC common stock.  In addition, U.S. Long Distance Corp.
    and BICC agree to register the shares of stock underlying the warrants
    within thirty (30) days after the warrants vest under the Agreement."

7.  A new Paragraph 13 is hereby added to the Agreement as follows:

    "13. CCI agrees to enter into a Telecommunications Agreement whereby USLDI
         shall provide dedicated and switched long distance services in
         addition to the Origination and Termination minutes for their operator
         service and 211 service calls, at the rates set forth in the schedules
         attached hereto as Exhibit "B" and incorporated herein for all
         purposes.  Such agreement shall provide that CCI shall process no
         fewer than 6,000,000 billable long distance minutes quarterly
         beginning September 1, 1996 and ending August 31, 1997; 8,000,000
         billable long distance minutes quarterly beginning September 1, 1997
         and ending August 31, 1998; and, in the event CCI processes fewer than
         the agreed minimum billable long distance minutes per quarter, CCI
         shall promptly pay USLDI $0.03 for each long distance minute that is
         below the minimum."
    
8.  Notwithstanding any provision in the Agreement  or this Amendment to the
    contrary, CCI shall have the right, in its sole discretion and without
    penalty, to terminate only the Operator Services portion of the Agreement
    by giving USLDI thirty (30) days' written notice if:

    (a)  At any time during the term of the Agreement, the Federal
         Communications Commission ("FCC") or any other regulatory agency
         imposes regulations based on limiting charges for Interstate 
         operator-assisted calls to an amount up to and including thirty 
         percent (30%) above dominant or largest carrier rates, either as 
         a benchmark, rate ceiling or otherwise, pursuant to the Second Further
         Notice of Proposed Rulemaking in FCC Docket No. 92-77 ("NPRM"), or 
         pursuant to any other applicable proceeding; and/or

    (b)  If the FCC imposes regulations that cause or have the effect of
         causing USLD to change the branding associated with Interstate
         operator assisted calls originating from CCI's telephones, such that
         the branding incorporates specific language or rate elements in a
         manner not universally

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Mr. Rodger Johnson
Communications Central, Inc.
August 21, 1996
Page 4
         imposed upon all Interexchange Carriers, or that cause delineation of
         rates to allow for comparison between operator or payphone services
         providers, CCI, upon such change, shall have the right to terminate
         the Agreement

9.  USLDI agrees that if, during the term of the Agreement or this Amendment,
    it obtains any reductions or increases in its access charges, it shall pass
    all such reductions through to CCI.

10. CCI shall have the right, upon fourteen (14) days' written notice, to audit
    all records maintained by USLDI relating to the Agreement or this
    Amendment.
    
11. The Commission Structure attached to the January 11th Agreement is hereby
    amended in its entirety and is hereby replaced by the Commission Structure
    attached herein as Exhibit "C" to this Agreement.

If the foregoing represents your agreement and understanding, please execute in
the space provided below and return by facsimile (210-979-0956) to the
undersigned, and I shall cause the appropriate documents to be executed and
forwarded to you.

Sincerely,

U. S. LONG DISTANCE CORP.


By: /S/ LARRY M. JAMES  
    --------------------
    Larry James
    President

U. S. LONG DISTANCE, INC.              AGREED TO AND ACCEPTED
                                       on this 30TH day of AUG., 1996:

By: /S/ STAN MASTERS                   COMMUNICATIONS CENTRAL, INC.
    --------------------
    Stan Masters
    Senior Vice President
    Sales/Customer Service             By:  /S/ RODGER L. JOHNSON
                                            ---------------------------------
                                            Rodger L. Johnson
                                            President