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                                                                    EXHIBIT 10.1


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT



     This Amended and Restated Employment Agreement (this "Agreement") is
entered into this 1st day of August, 1997 ("Effective Date"), by and between
Larry M. James ("Employee") and U.S. Long Distance Corp., a Delaware corporation
(the "Company").

                                   WITNESSETH:

     WHEREAS, the Company and Employee are parties to an Amended and Restated
Employment Agreement dated effective February 14, 1997 (the "Prior Agreement");

     WHEREAS, the Company and Employee desire to amend and restate the terms of
such employment;

     NOW, THEREFORE, in consideration of the foregoing premises, the mutual
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Prior Agreement is
hereby amended and restated in its entirety to read as follows:


                                    ARTICLE I
                                     DUTIES

     1.1  DUTIES.  During the term of this Agreement, the Company agrees to
employ Employee as Chairman of the Board, President and Chief Executive Officer
of the Company, and Employee agrees to serve the Company in such capacities or
in such other capacities (subject to Employee's termination rights under Section
4.2) as the Board of Directors of the Company may direct, all upon the terms and
subject to the conditions set forth in this Agreement.

     1.2  EXTENT OF DUTIES.  Employee shall devote substantially all of his
business time, energy and skill to the affairs of the Company as the Company,
acting through its Board of Directors, shall reasonably deem necessary to
discharge Employee's duties in such capacities.  Employee may participate in
social, civic, charitable, religious, business, education or professional
associations, so long as such participation would not materially detract from
Employee's ability to perform his duties under this Agreement.  Employee shall
not engage in any other business activity during the term of this Agreement
without the prior written consent of the Company, other than the passive
management of employee's personal investments or activities which would not
materially detract from Employee's ability to perform  his duties under this
Agreement.

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                                   ARTICLE II
                               TERM OF EMPLOYMENT

     The term of this Agreement shall commence on the Effective Date and
continue for a period of three years, provided that, on each one-year
anniversary of this Agreement, the term of this Agreement shall automatically be
extended for an additional one year.  This Agreement is subject to earlier
termination as hereinafter provided.


                                   ARTICLE III
                                  COMPENSATION

     3.1  ANNUAL BASE COMPENSATION.  As compensation for services rendered under
this Agreement, Employee shall be entitled to receive from Company an annual
base salary of $240,000 (before standard deductions) during the first five
months of the first year of this Agreement.  Effective October 1, 1997,
Employee's annual base salary shall increase to $325,000 (before standard
deductions).  Employee's annual base salary shall be subject to review and
adjustment by the Compensation Committee of the Company (the "Compensation
Committee") on an annual basis, provided that any such adjustment shall not
result in a reduction in Employee's annual base salary below $240,000 (through
September 30, 1997, or $325,000 thereafter) without Employee's consent.
Employee's annual base salary shall be payable at regular intervals in
accordance with the prevailing practice and policy of the Company.

     3.2  INCENTIVE BONUS.  As additional compensation for services rendered
under this Agreement, the Compensation Committee may, in its sole discretion and
without any obligation to do so, declare that Employee shall be entitled to an
annual incentive bonus (whether payable in cash, stock, stock rights or other
property) as the Compensation Committee shall determine.  If any such bonus is
declared, the bonus shall be payable in accordance with the terms prescribed by
the Compensation Committee.

     3.3  OTHER BENEFITS.  Employee shall, in addition to the compensation
provided for in Sections 3.1 and 3.2 above, be entitled to the following
additional benefits:

          (a)  MEDICAL, HEALTH AND DISABILITY BENEFITS.  Employee shall be
entitled to receive all of the medical, health and disability benefits that may,
from time to time, be provided by the Company to its executive officers.

          (b)  OTHER BENEFITS.  Employee shall also be entitled to receive any
other benefits provided by the Company to all employees of Company as a group,
or all executive officers of the Company as a group, including any profit
sharing, 401(k) or retirement benefits.

          (c)  VACATION PAY.  Employee shall be entitled to an annual vacation
as determined in accordance with the prevailing practice and policy of the
Company.


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          (d)  HOLIDAYS.  Employee shall be entitled to holidays in accordance
with the prevailing practice and policy of the Company.

          (e)  REIMBURSEMENT OF EXPENSES.  The Company shall reimburse Employee
for all expenses reasonably incurred by Employee on behalf of the Company in
accordance with the prevailing practice and policy of the Company.


                                   ARTICLE IV
                                   TERMINATION

     4.1  TERMINATION BY THE COMPANY WITHOUT CAUSE.  Subject to the provisions
of this Section 4.1, this Agreement may be terminated by the Company without
cause upon 30 days prior written notice thereof given to Employee.  In the event
of termination pursuant to this Section 4.1, (a) the Company shall pay Employee,
within 15 days of the effective date of such termination, a lump-sum payment
equal to (without discounting to present value) his then effective base salary
under Section 3.1 hereof through the expiration of the three year term then in
effect (without giving effect to any further extension thereof under Article II
hereof), and (b) all outstanding stock options held by Employee shall become
fully vested and exercisable.  Payment of such sum by the Company shall
constitute Employee's full severance pay and the Company shall have no further
obligation to Employee arising out of such termination.

     4.2  VOLUNTARY TERMINATION BY EMPLOYEE FOR GOOD REASON.  Employee may at
any time voluntarily terminate his employment for "good reason" (as defined
below).  In the event of such voluntary termination for "good reason," (a) the
Company shall pay Employee, within 15 days of the effective date of such
termination, a lump-sum payment equal to (without discounting to present value)
his then effective base salary under Section 3.1 hereof through the expiration
of the three year term then in effect (without giving effect to any further
extension thereof under Article II hereof), and (b) all outstanding stock
options held by Employee shall become fully vested and exercisable.

          For purposes of this Agreement, "good reason" shall mean the
occurrence of any of the following events:

          (a)  Removal from the offices Employee holds on the date of this
               Agreement or a material reduction in Employee's authority or
               responsibility, including, without limitation, involuntary
               removal from the Board of Directors, but not including
               termination of Employee for "cause," as defined below; or

          (b)  The Company otherwise commits a material breach of this
               Agreement.

     4.3. TERMINATION BY THE COMPANY FOR CAUSE.  The Company may terminate this
Agreement at any time if such termination is for "cause" (as defined below), by
delivering to Employee written notice describing the cause of termination 30
days before the effective date of such termination and by granting Employee at
least 30 days to cure the cause.  In the event the


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employment of Employee is terminated for "cause," Employee shall be entitled
only to the base salary earned PRO RATA to the date of such termination with no
entitlement to any base salary continuation payments or benefits continuation
(except as specifically provided by the terms of an employee benefit plan of the
Company).  Except as otherwise provided in this Agreement, the determination of
whether Employee shall be terminated for "cause" shall be made by the Board of
Directors of the Company, in the reasonable exercise of its business judgment,
and shall be limited to the occurrence of the following events:

          (a)  Conviction of or a plea of NOLO CONTENDERE to the charge of a
               felony (which, through lapse of time or otherwise, is not subject
               to appeal);

          (b)  Willful refusal without proper legal cause to perform, or gross
               negligence in performing, Employee's duties and responsibilities;

          (c)  Material breach of fiduciary duty to the Company through the
               misappropriation of Company funds or property; or

          (d)  The unauthorized absence of Employee from work (other than
               for sick leave or disability) for a period of 30 working
               days or more during any period of 45 working days during
               the term of this Agreement.

     4.4  TERMINATION UPON DEATH OR PERMANENT DISABILITY.  In the event that
Employee dies, this Agreement shall terminate upon the Employee's death.
Likewise, if the Employee becomes unable to perform the essential functions of
the position, with or without reasonable accommodation, on account of illness,
disability, or other reason whatsoever for a period of more than six consecutive
or nonconsecutive months in any twelve-month period, this Agreement shall
terminate effective upon such incapacity, and Employee (or his legal
representatives) shall be entitled only to the base salary earned PRO RATA to
the date of such termination with no entitlement to any base salary continuation
payments or benefits continuation (except as specifically provided by the terms
of an employee benefit plan of the Company).

     4.5  VOLUNTARY TERMINATION BY EMPLOYEE.  Employee may terminate this
Agreement at any time upon delivering 30 days' written notice of resignation to
the Company.  In the event of such voluntary termination other than for "good
reason" (as defined above), Employee shall be entitled to his base salary earned
PRO RATA to the date of his resignation, but no base salary continuation
payments or benefits continuation (except as specifically provided by the terms
of an employee benefit plan of the Company).  On or after the date the Company
receives notice of Employee's resignation, the Company may, at its option, pay
Employee his base salary through the effective date of his resignation and
terminate his employment immediately.


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     4.6  TERMINATION FOLLOWING CHANGE OF CONTROL.

          (a)  Notwithstanding anything to the contrary contained herein, should
Employee at any time within 12 months of the occurrence of a "change of control"
(as defined below) cease to be an employee of the Company (or its successor), by
reason of (i) termination by the Company (or its successor) other than for
"cause" (following a change of control, "cause" shall be limited to the
conviction of or a plea of NOLO CONTENDERE to the charge of a felony which,
through lapse of time or otherwise, is not subject to appeal), or a material
breach of fiduciary duty to the Company through the misappropriation of Company
funds or property) or (ii) voluntary termination by Employee for "good reason
upon change of control" (as defined below), then in any such event, (1) the
Company shall pay Employee, within 45 days of the severance of employment
described in this Section 4.6, a lump-sum payment equal to (without discounting
to present value) his then effective base salary under Section 3.1 hereof
through the expiration of the three year term then in effect (without giving
effect to any further extensions thereof under Article II hereof), and (2) all
outstanding stock options held by Employee shall become fully vested and
exercisable.

          (b)  Employee shall also be entitled to an additional payment, to the
extent all payments to Employee (whether pursuant to this Agreement or any other
agreement whatsoever) in connection with a change of control as defined in this
Section 4.6 do not exceed in aggregate, the maximum amount that could be paid to
Employee, without triggering an excess parachute payment under Section 280G(b)
of the Internal Revenue Code of 1986, as amended (the "Code"), and the resulting
excise tax under Section 4999 of the Code, (referred to herein as the "maximum
payment amount") equal to an amount, which when added to the amounts payable to
the Employee under paragraph (a) equals the maximum payment amount; it being the
express intention of the parties that Employee in all cases (whether through
this Agreement or any other agreement whatsoever) receive the maximum payment
amount in connection with a change of control without creating an excess
parachute payment.  If such a payment is required under this paragraph (b) in
addition to the amounts set forth in paragraph (a) above, it shall be paid at
the time and in the manner set forth under paragraph (a) above.

          (c)  In determining the limitation determined under Section 280G of
the Code, (i) no portion of the total payments which Employee has waived in
writing prior to the date of the payment of benefits under this Agreement will
be taken into account, (ii) no portion of the total payments which nationally
recognized tax counsel (whether through consultation or retention of any
actuary, consultant or other expert), selected by the Company's independent
auditors and acceptable to Employee, (referred to herein as "Tax Counsel")
determines not to constitute a "parachute payment" within the meaning of
Section 280G(b)(2) of the Code will be taken into account, (iii) no portion of
the total payments which Tax Counsel determines to be reasonable compensation
for services rendered within the meaning of Section 280G(b)(4) of the Code will
be taken into account, and (iv) the value of any non-cash benefit or any
deferred payment or benefit included in the total payments will be determined by
the Company's independent auditors in accordance with Sections 280G(d)(3) and
(iv) of the Code.

          (d)  As used in this Section, voluntary termination by Employee for
"good reason upon change of control" shall mean (i) removal of Employee from the
offices Employee


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holds on the date of this Agreement, (ii) a material reduction in Employee's
authority or responsibility, including, without limitation, involuntary removal
from the Board of Directors, (iii) relocation of the Company's headquarters from
its then current location, (iv) a reduction in Employee's compensation, or (v)
the Company otherwise commits a breach of this Agreement.

          (e)  As used in this Agreement, a "change of control" shall be deemed
to have occurred if (i) any "Person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing more
than 30% of the combined voting power of the Company's then outstanding
securities, or (ii) at any time during the 24-month period after a tender offer,
merger, consolidation, sale of assets or contested election, or any combination
of such transactions, at least a majority of the Company's Board of Directors
shall cease to consist of "continuing directors" (meaning directors of the
Company who either were directors prior to such transaction or who subsequently
became directors and whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least two-thirds of the directors
then still in office who were directors prior to such transaction), or (iii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation that would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 60% of the
total voting power represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
(iv) the stockholders of the Company approve a plan of complete liquidation of
the Company or an agreement of sale or disposition by the Company of all or
substantially all of the Company's assets.

          (f)  Anything in this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment or distribution by the Company
or any of its affiliates to or for the benefit of Employee, whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise (any such payments or distributions being individually referred to
herein as a "Payment," and any two or more of such payments or distributions
being referred to herein as "Payments"), would be subject to the excise tax
imposed by Section 4999 of the Code (such excise tax, together with any interest
thereon, any penalties, additions to tax, or additional amounts with respect to
such excise tax, and any interest in respect of such penalties, additions to tax
or additional amounts, being collectively referred herein to as the "Excise
Tax"), then Employee shall be entitled to receive an additional payment or
payments (individually referred to herein as a "Gross-Up Payment" and any two or
more of such additional payments being referred to herein as "Gross-Up
Payments") in an amount such that after payment by Employee of all taxes (as
defined in paragraph (p) below) imposed upon the Gross-Up Payment, Employee
retains an amount of such Gross-Up Payment equal to the Excise Tax imposed upon
the Payments.

          (g)  Subject to the provisions of paragraph (h) through (n) below, any
determination (individually, a "Determination") required to be made under this
Section 4.6, including whether a Gross-Up Payment is required and the amount of
such Gross-Up Payment, shall initially be made, at the Company's expense, by Tax
Counsel.  Tax Counsel shall provide


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detailed supporting legal authorities, calculations, and documentation both to
the Company and Employee within 15 business days of the termination of
Employee's employment, if applicable, or such other time or times as is
reasonably requested by the Company or Employee.  If Tax Counsel makes the
initial Determination that no Excise Tax is payable by Employee with respect to
a Payment or Payments, it shall furnish Employee with an opinion reasonably
acceptable to Employee that no Excise Tax will be imposed with respect to any
such Payment or Payments.  Employee shall have the right to dispute any
Determination (a "Dispute") within 15 business days after delivery of Tax
Counsel's opinion with respect to such Determination.  The Gross-Up Payment, if
any, as determined pursuant to such Determination shall, at the Company's
expense, be paid by the Company to Employee within five business days of
Employee's receipt of such Determination.  The existence of a Dispute shall not
in any way affect Employee's right to receive the Gross-Up Payment in accordance
with such Determination.  If there is no Dispute, such Determination shall be
binding, final and conclusive upon the Company and Employee, subject in all
respects, however, to the provisions of paragraph (h) through (n) below.  As a
result of the uncertainty in the application of Sections 4999 and 280G of the
Code, it is possible that Gross-Up Payments (or portions thereof) which will not
have been made by the Company should have been made ("Underpayment"), and if
upon any reasonable written request from Employee or the Company to Tax Counsel,
or upon Tax Counsel's own initiative, Tax Counsel, at the Company's expense,
thereafter determines that Employee is required to make a payment of any Excise
Tax or any additional Excise Tax, as the case may be, Tax Counsel shall, at the
Company's expense, determine the amount of the Underpayment that has occurred
and any such Underpayment shall be promptly paid by the Company to Employee.

          (h)  The Company shall defend, hold harmless, and indemnify Employee
on a fully grossed-up after tax basis from and against any and all claims,
losses, liabilities, obligations, damages, impositions, assessments, demands,
judgments, settlements, costs and expenses (including reasonable attorneys',
accountants', and experts' fees and expenses) with respect to any tax liability
of Employee resulting from any Final Determination (as defined in paragraph (o)
below) that any Payment is subject to the Excise Tax.

          (i)  If a party hereto receives any written or oral communication with
respect to any question, adjustment, assessment or pending or threatened audit,
examination, investigation or administrative, court or other proceeding which,
if pursued successfully, could result in or give rise to a claim by Employee
against the Company under this paragraph (i) ("Claim"), including, but not
limited to, a claim for indemnification of Employee by the Company under
paragraph (h) above, then such party shall promptly notify the other party
hereto in writing of such Claim ("Tax Claim Notice").

          (j)  If a Claim is asserted against Employee ("Employee Claim"),
Employee shall take or cause to be taken such action in connection with
contesting such Employee Claim as the Company shall reasonably request in
writing from time to time, including the retention of counsel and experts as are
reasonably designated by the Company (it being understood and agreed by the
parties hereto that the terms of any such retention shall expressly provide that
the Company shall be solely responsible for the payment of any and all fees and
disbursements of such counsel and any experts) and the execution of powers of
attorney, provided that:


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               (i)  within 30 calendar days after the Company receives or
     delivers, as the case may be, the Tax Claim Notice relating to such
     Employee Claim (or such earlier date that any payment of the taxes claimed
     is due from Employee, but in no event sooner than five calendar days after
     the Company receives or delivers such Tax Claim Notice), the Company shall
     have notified Employee in writing ("Election Notice") that the Company does
     not dispute its obligations (including, but not limited to, its indemnity
     obligations) under this Agreement and that the Company elects to contest,
     and to control the defense or prosecution of, such Employee Claim at the
     Company's sole risk and sole cost and expense; and

               (ii) the Company shall have advanced to Employee on an interest-
     free basis, the total amount of the tax claimed in order for Employee, at
     the Company's request, to pay or cause to be paid the tax claimed, file a
     claim for refund of such tax and, subject to the provisions of the last
     sentence of paragraph (l) below, sue for a refund of such tax if such claim
     for refund is disallowed by the appropriate taxing authority (it being
     understood and agreed by the parties hereto that the Company shall only be
     entitled to sue for a refund and the Company shall not be entitled to
     initiate any proceeding in, for example, United States Tax Court) and shall
     indemnify and hold Employee harmless, on a fully grossed-up after tax
     basis, from any tax imposed with respect to such advance or with respect to
     any imputed income with respect to such advance; and

              (iii) the Company shall reimburse Employee for any and all costs
     and expenses resulting from any such request by the Company and shall
     indemnify and hold Employee harmless, on fully grossed-up after-tax basis,
     from any tax imposed as a result of such reimbursement.

          (k)  Subject to the provisions of paragraph (j) above, the Company
shall have the right to defend or prosecute, at the sole cost, expense and risk
of the Company, such Employee Claim by all appropriate proceedings, which
proceedings shall be defended or prosecuted diligently by the Company to a Final
Determination; PROVIDED, HOWEVER, that (i) the Company shall not, without
Employee's prior written consent, enter into any compromise or settlement of
such Employee Claim that would adversely affect Employee, (ii) any request from
the Company to Employee regarding any extension of the statute of limitations
relating to assessment, payment, or collection of taxes for the taxable year of
Employee with respect to which the contested issues involved in, and amount of,
the Employee Claim relate is limited solely to such contested issues and amount,
and (iii) the Company's control of any contest or proceeding shall be limited to
issues with respect to the Employee Claim and Employee shall be entitled to
settle or contest, in his sole and absolute discretion, any other issue raised
by the Internal Revenue Service or any other taxing authority.  So long as the
Company is diligently defending or prosecuting such Employee Claim, Employee
shall provide or cause to be provided to the Company any information reasonably
requested by the Company that relates to such Employee Claim, and shall
otherwise cooperate with the Company and its representatives in good faith in
order to contest effectively such Employee Claim.  The Company shall keep
Employee informed of all developments and events relating to any such Employee
Claim (including, without limitation, providing to Employee copies of all


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written materials pertaining to any such Employee Claim), and Employee or his
authorized representatives shall be entitled, at Employee's expense, to
participate in all conferences, meetings and proceedings relating to any such
Employee Claim.

          (l)  If, after actual receipt by Employee of an amount of a tax
claimed (pursuant to an Employee Claim) that has been advanced by the Company
pursuant to paragraph (j)(ii) above, the extent of the liability of the Company
hereunder with respect to such tax claimed has been established by a Final
Determination, Employee shall promptly pay or cause to be paid to the Company
any refund actually received by, or actually credited to, Employee with respect
to such tax (together with any interest paid or credited thereon by the taxing
authority and any recovery of legal fees from such taxing authority related
thereto), except to the extent that any amounts are then due and payable by the
Company to Employee, whether under the provisions of this Agreement or
otherwise.  If, after the receipt by Employee of an amount advanced by the
Company pursuant to paragraph (j)(ii) above, a determination is made by the
Internal Revenue Service or other appropriate taxing authority that Employee
shall not be entitled to any refund with respect to such tax claimed and the
Company does not notify Employee in writing of its intent to contest such denial
of refund prior to the expiration of thirty days after such determination, then
such advance shall be forgiven and shall not be required to be repaid and the
amount of such advance shall offset, to the extent thereof, the amount of any
Gross-Up Payments and other payments required to be paid hereunder.

          (m)  With respect to any Employee Claim, if the Company fails to
deliver an Election Notice to Employee within the period provided in paragraph
(j)(i) above or, after delivery of such Election Notice, the Company fails to
comply with the provisions of paragraph (j)(ii) above and (iii) and (k) above,
then Employee shall at any time thereafter have the right (but not the
obligation), at his election and in his sole and absolute discretion, to defend
or prosecute, at the sole cost, expense and risk of the Company, such Employee
Claim.  Employee shall have full control of such defense or prosecution and such
proceedings, including any settlement or compromise thereof.  If requested by
Employee, the Company shall cooperate, and shall cause its affiliates to
cooperate, in good faith with Employee and his authorized representatives in
order to contest effectively such Employee Claim.  The Company may attend, but
not participate in or control, any defense, prosecution, settlement or
compromise of any Employee Claim controlled by Employee pursuant to this
paragraph (m) and shall bear its own costs and expenses with respect thereto.
In the case of any Employee Claim that is defended or prosecuted by Employee,
Employee shall, from time to time, be entitled to current payment, on a fully
grossed-up after tax basis, from the Company with respect to costs and expenses
incurred by Employee in connection with such defense or prosecution.

          (n)  In the case of any Employee Claim that is defended or prosecuted
to a Final Determination pursuant to the terms of this paragraph (n), the
Company shall pay, on a fully grossed-up after tax basis, to Employee in
immediately available funds the full amount of any taxes arising or resulting
from or incurred in connection with such Employee Claim that have not
theretofore been paid by the Company to Employee, together with the costs and
expenses, on a fully grossed-up after tax basis, incurred in connection
therewith that have not theretofore been paid by the Company to Employee, within
ten calendar days after such Final Determination.  In the case of any Employee
Claim not covered by the preceding sentence, the Company shall pay, on a fully


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grossed-up after tax basis, to Employee in immediately available funds the full
amount of any taxes arising or resulting from or incurred in connection with
such Employee Claim at least ten calendar days before the date payment of such
taxes is due from Employee, except where payment of such taxes is sooner
required under the provisions of this paragraph (n), in which case payment of
such taxes (and payment, on a fully grossed-up after tax basis, of any costs and
expenses required to be paid under this paragraph (n) shall be made within the
time and in the manner otherwise provided in this paragraph (n).

          (o)  For purposes of this Agreement, the term "Final Determination"
shall mean (i) a decision, judgment, decree or other order by a court or other
tribunal with appropriate jurisdiction, which has become final and non-
appealable; (ii) a final and binding settlement or compromise with an
administrative agency with appropriate jurisdiction, including, but not limited
to, a closing agreement under Section 7121 of the Code; (iii) any disallowance
of a claim for refund or credit in respect to an overpayment of tax unless a
suit is filed on a timely basis; or (iv) any final disposition by reason of the
expiration of all applicable statutes of limitations.

          (p)  For purposes of this Agreement, the terms "tax" and "taxes" mean
any and all taxes of any kind whatsoever (including, but not limited to, any and
all Excise Taxes, income taxes, and employment taxes), together with any
interest thereon, any  penalties, additions to tax, or additional amounts with
respect to such taxes and any interest in respect of such penalties, additions
to tax, or additional amounts.

          (q)  For purposes of this Agreement, the terms "affiliate" and
"affiliates" mean, when used with respect to any entity, individual, or other
person, any other entity, individual, or other person which, directly or
indirectly, through one or more intermediaries controls, or is controlled by, or
is under common control with such entity, individual or person.  The term
"control" and derivations thereof when used in the immediately preceding
sentence means the ownership, directly or indirectly, of 50% or more of the
voting securities of an entity or other person or possessing the power to direct
or cause the direction of the management and policies of such entity or other
person, whether through the ownership of voting securities, by contract or
otherwise.

          (r)  The Company shall defend, hold harmless, and indemnify Employee
on a fully grossed-up after tax basis from and against any and all costs and
expenses (including reasonable attorneys', accountants' and experts' fees and
expenses) incurred by Employee from time to time as a result of any contest
(regardless of the outcome) by the Company or others contesting the validity or
enforcement of, or liability under, any term or provision of this Agreement,
plus in each case interest at the applicable federal rate provided for in
Section 7872(f)(2)(B) of the Code.

     4.7  EXCLUSIVITY OF TERMINATION PROVISIONS.  The termination provisions of
this Agreement regarding the parties' respective obligations in the event
Employee's employment is terminated, are intended to be exclusive and in lieu of
any other rights or remedies to which Employee or the Company may otherwise be
entitled at law, in equity or otherwise.  It is also agreed that, although the
personnel policies and fringe benefit programs of the Company may be
unilaterally modified from time to time, the termination provisions of this
Agreement are not


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subject to modification, whether orally, impliedly or in writing, unless any
such modification is mutually agreed upon and signed by the parties.


                                    ARTICLE V
                   CONFIDENTIAL INFORMATION AND NONCOMPETITION

     5.1  NONDISCLOSURE.  During the term of this Agreement and thereafter,
Employee shall not, without the prior written consent of the Board of Directors,
disclose or use for any purpose (except in the course of his employment under
this Agreement and in furtherance of the business of the Company) confidential
information or proprietary data of the Company (or any of its subsidiaries),
except as required by applicable law or legal process; provided, however, that
confidential information shall not include any information known generally to
the public or ascertainable from public or published information (other than as
a result of unauthorized disclosure by Employee) or any information of a type
not otherwise considered confidential by persons engaged in the same business or
a business similar to that conducted by the Company (or any of its
subsidiaries).

     5.2  NONCOMPETITION.  The Company and Employee agree that the services
rendered by Employee hereunder are unique and irreplaceable.  Employee hereby
agrees that, during the term of this Agreement and for a period of eighteen
months thereafter, he shall not (except in the course of his employment under
this Agreement and in furtherance of the business of the Company (or any of its
subsidiaries)) (i) engage in as principal, consultant or employee in any segment
of a business of a company, partnership or firm ("Business Segment") that is
directly competitive with any significant business of the Company in one of its
major commercial or geographic markets or (ii) hold an interest (except as a
holder of less than 5% interest in a publicly traded firm or mutual funds, or as
a minority stockholder or unitholder in a form  not publicly traded) in a
company, partnership or firm with a Business Segment that is directly
competitive, without the prior written consent of the Company.

     5.3  VALIDITY OF NONCOMPETITION.  The foregoing provisions of Section 5.2
shall not be held invalid because of the scope of the territory covered, the
actions restricted thereby, or the period of time such covenant is operative.
Any judgment of a court of competent jurisdiction may define the maximum
territory, the actions subject to and restricted by Section 5.2 and the period
of time during which such agreement is enforceable.

     5.4  NONCOMPETITION COVENANTS INDEPENDENT.  The covenants of the Employee
contained in Section 5.2 will be construed as independent of any other provision
in this Agreement; and the existence of any claim or cause of action by the
Employee against the Company will not constitute a defense to the enforcement by
the Company of said covenants.  The Employee understands that the covenants
contained in Section 5.2 are essential elements of the transaction contemplated
by this Agreement and, but for the agreement of the Employee to Section 5.2, the
Company would not have agreed to enter into such transaction.  The Employee has
been advised to consult with counsel in order to be informed in all respects
concerning the reasonableness and propriety of Section 5.2 and its provisions
with specific regard to the nature of the business


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<PAGE>

conducted by the Company and the Employee acknowledges that Section 5.2 and its
provisions are reasonable in all respects.

     5.5  REMEDIES.  In the event of a breach or threatened breach by the
Employee of Section 5.2 or its provisions, the Company shall be entitled to a
temporary restraining order and an injunction restraining the Employee from the
commission of such breach.  Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of money damages.


                                   ARTICLE VI
                                   ARBITRATION

     Any controversy of any nature whatsoever, including but not limited to tort
claims or contract disputes, between the parties to this Agreement or between
the Employee, his heirs, executors, administrators, legal representatives,
successors, and assigns and the Company and its affiliates, arising out of or
related to the Employee's employment with the Company, any resignation from or
termination of such employment and/or the terms and conditions of this
Agreement, including the implementation, applicability and interpretation
thereof, shall, upon the written request of one party served upon the other, be
submitted to and settled by arbitration in accordance with the provisions of the
Federal Arbitration Act, 9 U.S.C. Sections 1-15, as amended.  Each of the
parties to this Agreement shall appoint one person as an arbitrator to hear and
determine such disputes, and if they should be unable to agree, then the two
arbitrators shall chose a third arbitrator from a panel made up of experienced
arbitrators selected pursuant to the procedures of the American Arbitration
Association (the "AAA") and, once chosen, the third arbitrator's decision shall
be final, binding and conclusive upon the parties to this Agreement.  Each party
shall be responsible for the fees and expenses of its arbitrator and the fees
and expenses of the third arbitrator shall be shared equally by the parties.
The terms of the commercial arbitration rules of AAA shall apply except to the
extent they conflict with the provisions of this paragraph.  It is further
agreed that any of the parties hereto may petition the United States District
Court for the Western District of Texas, San Antonio Division, for a judgment to
be entered upon any award entered through such arbitration proceedings.


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<PAGE>

                                   ARTICLE VII
                                  MISCELLANEOUS

     7.1  COMPLETE AGREEMENT.  This Agreement constitutes the entire agreement
between the parties and cancels and supersedes all other agreements between the
parties which may have related to the subject matter contained in this
Agreement.

     7.2  MODIFICATION; AMENDMENT; WAIVER.  No modification, amendment or waiver
of any provisions of this Agreement shall be effective unless approved in
writing by both parties.  The failure at any time to enforce any of the
provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the right of either party thereafter to enforce
each and every provision hereof in accordance with its terms.

     7.3  GOVERNING LAW; JURISDICTION.  This Agreement and performance under it,
and all proceedings that may ensue from its breach, shall be construed in
accordance with and under the laws of the State of Texas.

     7.4  EMPLOYEE'S REPRESENTATIONS.  Employee represents and warrants that he
is free to enter in to this Agreement and to perform each of the terms and
covenants of it.  Employee represents and warrants that he is not restricted or
prohibited, contractually or otherwise, from entering into and performing this
Agreement, and that his execution and performance of this Agreement is not a
violation or breach of any other agreement between Employee and any other person
or entity.

     7.5  COMPANY'S REPRESENTATIONS.  Company represents and warrants that it is
free to enter into this Agreement and to perform each of the terms and covenants
of it.  Company represents and warrants that it is not restricted or prohibited,
contractually or otherwise, from entering into and performing this Agreement and
that its execution and performance of this Agreement is not a violation or
breach of any other agreements between Company and any other person or entity.
The Company represents and warrants that this Agreement is a legal, valid and
binding agreement of the Company, enforceable in accordance with its terms.

     7.6  SEVERABILITY.  Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

     7.7  ASSIGNMENT.  The rights and obligations of the parties under this
Agreement shall be binding upon and inure to the benefit of their respective
successors, assigns, executors, administrators and heirs, provided, however,
that neither the Company nor Employee any assign any duties under this Agreement
without the prior written consent of the other.


                                       13

<PAGE>

     7.8  LIMITATION.  This Agreement shall not confer any right or impose any
obligation on the Company to continue the employment of Employee in any
capacity, or limit the right of the Company or Employee to terminate Employee's
employment.

     7.9  ATTORNEYS' FEES AND COSTS.  If any action at law or in equity is
brought to enforce or interpret the terms of this Agreement or any obligation
owing thereunder, venue will be in Bexar County, Texas and the prevailing party
shall be entitled to reasonable attorney's fees and all costs and expenses of
suit, including, without limitation, expert and accountant fees, and such other
relief which a court of competent jurisdiction may deem appropriate.

     7.10 NOTICES.  All notices and other communications under this Agreement
shall be in writing and shall be given in person or by either personal delivery,
overnight delivery, or first class mail, certified or registered with return
receipt requested, with postage or delivery charges prepaid, and shall be deemed
to have been duly given when delivered personally, upon actual receipt, and on
the next business day when sent via overnight delivery, or three days after
mailing first class, certified or registered with return receipt requested, to
the respective persons named below:

          If to the Company:            Corporate Secretary
                                        U. S. Long Distance Corp.
                                        9311 San Pedro
                                        San Antonio, Texas  78216

          If to the Employee:           Larry M. James
                                        9311 San Pedro
                                        San Antonio, Texas  78216

     IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day and year indicated above.

                     COMPANY:           U. S. LONG DISTANCE CORP.



By:  /s/ GARY D. BECKER                 By  /s/ AUDIE LONG
   ---------------------------------      -------------------------------------
     Gary D. Becker, Chairman of the
     Compensation Committee of          Title  Senior Vice President & General
     the Board of Directors             Counsel




                    EMPLOYEE:           /s/ LARRY M. JAMES
                                        ---------------------------------------
                                        Larry M. James


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