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[DATE]



[NAME]
[ADDRESS]
[ADDRESS]

Dear [Mr./Ms.] [OPTIONEE'S LAST NAME]:

    On behalf of U.S. Long Distance Corp. (the "Company"), I am pleased to
announce that you (the "Participant") have been awarded, under the terms of the
1993 Non-Employee Director Plan of U.S. Long Distance Corp. (the "Plan") and
pursuant to your election of [DATE] to receive [PERCENT]% of your [YEAR] Annual
Director Fee in the form of a stock option in lieu of cash, a non-qualified
stock option to purchase [SHARES] shares of common stock of the Company (the
"Shares").  The option to acquire the Shares is awarded and granted upon the
following terms and conditions as well as those terms, conditions, and
limitations as set forth in the Plan, which is attached hereto and incorporated
herein for all purposes:

    1.   The exercise price for each share of common stock is $[OPTION PRICE].

    2.   The right to exercise such option shall vest on [DATE SIX MONTHS FROM
DATE OF GRANT].

    3.   The options which have vested as set forth in Paragraph 2 above may be
exercised at any time on or before [EXPIRATION DATE].  No partial exercise of
such option may be for less than 100 full shares.  In no event shall the Company
be required to transfer fractional shares to the Participant.

    4.   The option granted under this Agreement shall be exercisable from time
to time, as provided above, by the payment to the Company of the purchase price
of the shares which the Participant elects to purchase, such payment to be as
set forth in Paragraph 7 of the Plan.  The Company shall not be required to
transfer or deliver any certificate or certificates for shares of the Company's
common shares purchased upon exercise of the option granted under this Agreement
until all then applicable requirements of law have been met.

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[OPTIONEE'S NAME]
[DATE]
Page Two



    5.   The option and all rights granted by this Agreement, to the extent
those rights have not been exercised, will terminate and become null and void on
[EXPIRATION DATE].

    6.   During the lifetime of the Participant, the option and all rights
granted in this Agreement shall be exercisable only by the Participant, and the
option and all rights granted under this contract shall not be transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise), and shall not be subject to execution, attachment or similar
process.  Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of such option or of such rights contrary to the provisions in this
Agreement, or upon the levy of any attachment or similar process upon such
option or such rights, such option and such rights shall immediately become null
and void.

    7.   Notwithstanding the foregoing, upon the sale of substantially all of
the assets of the Company or change in control of forty percent (40%) of the
outstanding voting shares of the Company, all non-vested options shall
immediately vest.

    8.   In the event of any change in the common shares of the Company subject
to the option granted hereunder, through merger, consolidation, reorganization,
recapitalization, stock split, stock dividend or other change in the corporate
structure, without consideration, appropriate adjustment shall be made by the
Company in the number of shares subject to such option and the price per share. 
Upon the dissolution or liquidation of the Company other than in connection with
a transaction to which such Section is applicable, the option granted under this
Agreement shall terminate and become null and void, but the Participant shall
have the right immediately prior to such dissolution or liquidation to exercise
the option granted hereunder to the full extent not before exercised.

    9.   Neither the Participant nor his executor, administrator, heirs or
legatees shall be or have any rights or privileges of a shareholder of the
Company in respect of the shares transferable upon exercise of the option
granted under this Agreement, unless and until certificates representing such
shares shall have been endorsed, transferred and delivered and the transferee
has caused his/her name to be entered as the shareholder of record on the books
of the Company.

    10.  The Shares underlying your options have been registered with the
Securities and Exchange Commission, and the Shares issued upon the exercise of
your options will be freely tradable, subject, with respect to Shares held by
"affiliates" of the 

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Company, to compliance with Rule 144 of the Securities and Exchange Commission.

[OPTIONEE'S NAME]
[DATE]
Page Three

    11.  The Company does not attempt to advise you on any consequences arising
from your acquisition of the Shares through the exercise of the option.

    12.  The terms and conditions of the Plan, unless expressly supplemented by
this Agreement, shall continue unchanged and in full force and effect.  To the
extent that any terms or provisions of this Agreement are or may be deemed
expressly inconsistent with any terms or conditions of the Plan, the terms of
this Agreement shall control.

    13.  The Participant hereby agrees to take whatever additional actions and
execute whatever additional documents the Company may in its reasonable judgment
deem necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Participant pursuant to the express
provisions of this Agreement.

    14.  The rights of the Participant are subject to modification and
termination in certain events as provided in this Agreement and the Plan.

    15.  This Agreement shall be governed by, and construed in accordance with,
the substantive laws of the State of Delaware applicable to contracts made and
to be wholly performed therein.

    16.  This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

    17.  This Agreement and the Plan constitute the entire agreement between
the parties with respect to the subject matter hereof, and supersede all
previously written or oral negotiations, commitments, representations and
agreements with respect thereto.


    If the foregoing represents your understanding of the terms and conditions
upon which your options have been granted, please execute in the space provided
below, returning an executed copy to the undersigned.

Sincerely,
                             AGREED:

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Larry M. James
Chief Executive Officer           ----------------------------------
and President                               [OPTIONEE'S NAME]