STOCK PURCHASE AGREEMENT

     STOCK PURCHASE AGREEMENT,  dated as of October 6, 2000 (the "Agreement") by
and among Central Utah Telephone,  Inc., a Utah  corporation  ("Central  Utah"),
each of the persons  listed on Schedule A hereto  (individually  a "Seller"  and
collectively  "Sellers"),   Brighton  Communications   Corporation,  a  Delaware
corporation  (the  "Company")  and Lynch  Telephone  Corporation  X, a  Delaware
corporation and a wholly owned subsidiary of the Company (the "Purchaser").

WHEREAS,  each of the Sellers  desires to sell such Seller's stock  interests in
Central Utah to Purchaser; and

WHEREAS,  Purchaser  desires to purchase  all of the stock of Central  Utah from
Sellers upon the terms and conditions set forth herein.

                           ARTICLE I--THE STOCK SALES

     1.1  Sale  and  Purchase  Each  Seller  hereby  agrees,  on the  terms  and
conditions  herein, to sell to Purchaser the number of shares of common stock of
Central  Utah ("CU  Common  Stock") set forth  opposite  such  Seller's  name on
Schedule A hereto.  The Purchaser  hereby  agrees,  on the terms and  conditions
herein,  to purchase  from each  Seller the number of shares of common  stock of
Central Utah set forth  opposite such  Seller's  name on Schedule A hereto.  The
sales and  purchases  contemplated  herein are  hereinafter  referred  to as the
"Stock Sales." The CU Common Stock is sometimes  hereinafter  referred to as the
"Common Stock."

     1.2  Purchase  Price The total  purchase  price shall be  $10,500,000  (the
"Purchase  Price") to be allocated among the Sellers in accordance with Schedule
A, payable at the Closing referred to in Section 1.5 hereof.

     1.3 Form of Purchase  Price The purchase price shall be payable 50% in cash
and 50% in promissory notes issued by the Purchaser (the "Notes") in the form of
Schedule 1.3(a) hereto).  Notes shall be valued at the principal amount thereof.
The Notes shall be secured pursuant to a Pledge and Escrow Agreement in the form
of Schedule 1.3(b) hereto.

     1.4  Payment of the  Purchase  Price The  Purchase  Price  shall be paid by
Purchaser to each Seller at the Closing  Time by cashier or  certified  check or
wire transfer as requested by each Seller as to the cash portion and delivery of
Notes of  Purchaser  payable to each  Seller as to the  portion of the  purchase
price paid by the Notes.  To the extent any payment of the Purchase  Price is to
be made by wire transfer, such bank wire transfer(s) shall be made to an account
or accounts that each Seller  receiving  the cash portion of the Purchase  Price
shall  designate in writing to Purchaser at least two business days prior to the
Closing Time.


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     1.5 Closing The closing of the Stock Sales (the "Closing") shall take place
at 10:00 a.m. at the offices of Central Utah in Fairview,  Utah, within ten days
after  all of the  conditions  precedent  set  forth  in  Article  VI have  been
satisfied or waived, or at such other time, date and place (not later than March
31, 2001) as Purchaser and Sellers shall by written instrument  designate.  Such
time and date are herein referred to as the "Closing Time."

     1.6 Transactions at the Closing Time

     (a) At the Closing,  each of the Sellers  shall  deliver to  Purchaser  the
following:

     (i)  stock certificates,  in form suitable for transfer,  registered in the
          name of such Seller,  evidencing  the number of shares of Common Stock
          to be purchased  hereunder,  with executed blank stock transfer powers
          attached,  and with all necessary  stock transfer tax stamps  attached
          thereto;

     (ii) all  stock  books,  stock  transfer  ledgers,  minute  books  and  the
          corporate seals of Central Utah and the Central Utah  Subsidiaries (as
          hereinafter defined),  together with the resignations of all directors
          of Central  Utah and the Central Utah  Subsidiaries  other than as set
          forth on Schedule 1.6 hereto;

     (iii)subordination  agreement(s) in such form(s) as may be requested by the
          financial   institution(s)   lending  funds  for  the  acquisition  by
          Purchaser  of the  stock of  Central  Utah,  executed  by each  Seller
          subordinating the Sellers'  interests under the Notes to the interests
          of lenders to  Purchaser  and  lenders to  subsidiaries  of  Purchaser
          guaranteed by Purchaser in an amount not to exceed the cash portion of
          the  Purchase  Price plus the amount of any  additional  loans used by
          Purchaser  or  subsidiaries  of  Purchaser  for capital  expenditures,
          acquisitions and other  investments in Central Utah including  Central
          Utah  Subsidiaries plus any amounts permitted under Section 1.6 of the
          Membership  Purchase Agreement dated as of October 6, 2000 relating to
          Central Telecom Services, LLC; and

     (iv) each of the certificates and documents contemplated by Section 6.2.

     (b) At the Closing, Purchaser shall deliver to each Seller
the following:

     (i)  the Purchase Price per share of CU Common Stock sold by such Seller as
          required and in the manner indicated in this Article I.

     (ii) each of the certificates and documents contemplated by Section 6.3.

     (c) At or  prior to the  Closing,  Central  Utah  shall  enter  into (1) an
Employment Agreement with Branch Cox in the form of Schedule

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1.6(c)(1)  hereto and (2) an Employment  Agreement with Eddie L. Cox in the form
of Schedule 1.6(c)(2) hereto.

     (d) At the  Closing,  the Company  and  Sellers  shall enter into an Escrow
Agreement in the form of Schedule 1.3(b).

         ARTICLE II--REPRESENTATIONS AND WARRANTIES OF CENTRAL UTAH, AND
                                     SELLERS

     Except as set forth in the  Disclosure  Schedule  delivered  by Sellers and
Central Utah to the  Purchaser  prior to the  execution of this  Agreement  (the
"Sellers  Disclosure   Schedule"),   which  Sellers  Disclosure  Schedule  shall
reference  disclosure  items by section,  each of the Sellers and Central  Utah,
jointly and severally, represent and warrant to the Purchaser that:

         2.1      Organization and Qualification; Subsidiaries

     (a)  Central Utah is a  corporation  validly  existing and in good standing
          under the laws of the State of Utah.  Each  subsidiary of Central Utah
          ("Central   Utah   Subsidiary"   or   collectively,    "Central   Utah
          Subsidiaries") is a corporation  validly existing and in good standing
          under  the laws of the  State of Utah.  Each of  Central  Utah and the
          Central  Utah  Subsidiaries  has the  requisite  corporate  power  and
          authority,  and, except as otherwise provided herein, is in possession
          of  all  franchises,   grants,   authorizations,   licenses,  permits,
          easements, consents, certificates, approvals and orders ("Central Utah
          Approvals"), necessary to own, lease and operate its properties and to
          carry  on its  business  as it is now  being  conducted,  and  neither
          Central Utah nor any Central Utah  Subsidiary  has received any notice
          of  proceedings  relating to the  revocation  or  modification  of any
          Central Utah Approvals.

     (b)  Central  Utah and each Central Utah  Subsidiary  is duly  qualified or
          licensed  as a  foreign  corporation  to do  business,  and is in good
          standing,  in each jurisdiction  where the character of its properties
          owned,  leased or operated by it or the nature of its activities makes
          such qualification or licensing necessary,  except where such failures
          to be so duly  qualified or licensed and in good  standing  would not,
          either  individually  or in the  aggregate,  have a  Material  Adverse
          Effect with respect to Central Utah or any Central Utah Subsidiary.

     (c)  A list of all of  Central  Utah  Subsidiaries  is set forth on Section
          2.1(c) of Sellers Disclosure Schedule.  Central Utah owns beneficially
          and of record all of the  outstanding  shares of capital stock of each
          of the Central  Utah  Subsidiaries.  Central Utah does not directly or
          indirectly  own any equity or similar  interests  in, or any interests
          convertible  into or  exchangeable  or  exercisable  for any equity or
          similar  interest in, any corporation,  partnership,  joint venture or
          other business association or entity other than in the ordinary course
          of business, and in no event in excess of 5% of the outstanding equity
          securities of such entity.


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     (d)  The  minute  books  of  Central  Utah  and  each of the  Central  Utah
          Subsidiaries  contain  true,  complete  and  accurate  records  in all
          material  respects of all meetings and other corporate actions held or
          taken  of  their  respective  stockholders  and  Boards  of  Directors
          (including committees of their respective Boards of Directors).

     2.2  Articles of  Incorporation  and Bylaws.  Central  Utah has  previously
furnished  to  Purchaser a copy of the current  Articles  of  Incorporation  and
Bylaws,  as amended or restated of Central  Utah  ("Central  Utah  Articles"  or
"Central  Utah  Bylaws")  and each  Central Utah  Subsidiary.  Such  Articles of
Incorporation and Bylaws of Central Utah and each Central Utah Subsidiary are in
full force and effect.  Neither  Central Utah nor any Central Utah Subsidiary is
in  violation  of any of the  provisions  of its  Articles of  Incorporation  or
Bylaws.

     2.3 Capitalization.

     (a)  The  authorized  capital  stock of Central  Utah  consists  of 250,000
          shares  of CU  Common  Stock.  As of the date of this  Agreement,  (i)
          182,788 shares of CU Common Stock are issued and outstanding (of which
          none are restricted shares under employee benefit plans which have not
          been awarded), all of which are duly authorized, validly issued, fully
          paid and  non-assessable,  and were not  issued  in  violation  of any
          preemptive right of any Central Utah stockholder and (ii) 4,012 shares
          of CU Common Stock are held in the treasury of Central Utah. There are
          no options,  warrants or other  rights,  agreements,  arrangements  or
          commitments  of any character,  including  without  limitation  voting
          agreements or arrangements, relating to the issued or unissued capital
          stock of Central Utah or any Central  Utah  Subsidiary  or  obligating
          Central  Utah or any  Central  Utah  Subsidiary  to  issue or sell any
          shares  of  capital   stock  of  Central  Utah  or  any  Central  Utah
          Subsidiary.  There are no  obligations  of Central Utah or any Central
          Utah Subsidiary to repurchase,  redeem or otherwise acquire any shares
          of Common Stock or the capital  stock of any Central Utah  Subsidiary.
          Each of the  outstanding  shares of capital stock of each Central Utah
          Subsidiary  are  duly  authorized,  validly  issued,  fully  paid  and
          nonassessable,  and were not  issued in  violation  of any  preemptive
          rights of any Central Utah Subsidiary stockholder.

     (b)  Each Seller owns  outright the number of shares of CU Common Stock set
          forth opposite such Seller's name on Schedule A hereto, free and clear
          of all encumbrances, security interests and charges of any kind. There
          are no options, warrants or other rights, agreements,  arrangements or
          commitments  of any character,  including  without  limitation  voting
          agreements  or  arrangements  relating  to any  shares  set  forth  on
          Schedule A hereto.

     (c)  Any shares of CU Common  Stock  purchased  or  otherwise  acquired  by
          Central Utah or any Central Utah Subsidiary were purchased or acquired
          in accordance with all laws including fiduciary duties.

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         2.4      Authority.

       (a)      (i) The  Declaration  of Trust of the Ed and Lesa Cox Family
                    Trust  was  executed  by  Eddie  L.  Cox and  Lesa A. Cox as
                    Trustors  and  Trustees  on March 5, 1997,  and has not been
                    amended,  supplement or modified,  and remains in full force
                    and  effect.  Eddie L. Cox and Lesa A. Cox as  Trustors  and
                    Trustees  have  full  power and  authority  to  execute  and
                    deliver  this  Agreement  on  behalf  of the Ed and Lesa Cox
                    Family Trust and to sell,  transfer and convey the shares of
                    CU Common  Stock  described  on Schedule A to the  Purchaser
                    pursuant to the terms and conditions of this Agreement.

               (ii) The  Declaration of Trust of the Branch and Dinah Cox Family
                    Trust was  executed  by Iven  Branch Cox and Dinah D. Cox as
                    Trustors  and  Trustees  on March 5, 1997,  and has not been
                    amended,  supplement or modified,  and remains in full force
                    and effect.  Iven  Branch and Dinah D. Cox as  Trustors  and
                    Trustees  have  full  power and  authority  to  execute  and
                    deliver this Agreement on behalf of the Branch and Dinah Cox
                    Family Trust and to sell,  transfer and convey the shares of
                    CU Common  Stock  described  on Schedule A to the  Purchaser
                    pursuant to the terms and conditions of this Agreement.

     (b)  Each of the  Sellers  and  Central  Utah has the  requisite  power and
          authority  to execute and deliver  this  Agreement,  to perform  their
          respective  obligations  hereunder and to consummate the  transactions
          contemplated  hereby.  The execution and delivery of this Agreement by
          each of the Sellers and Central Utah and the  consummation  by them of
          the  transactions  contemplated  hereby  have  been  duly and  validly
          authorized by all  necessary  action and no other  proceedings  on the
          part of  each  of the  Sellers  and  Central  Utah  are  necessary  to
          authorize  this  Agreement  or  to  consummate  the   transactions  so
          contemplated  hereby.  This  Agreement  has  been  duly  executed  and
          delivered by, and  constitutes a valid and binding  obligation of each
          of the Sellers  and  Central  Utah and,  assuming  due  authorization,
          execution  and  delivery  by  the  Company  and  the   Purchaser,   is
          enforceable  against  each of the  Sellers  and  Central  Utah  and in
          accordance  with its terms,  except as  enforcement  may be limited by
          general  principles of equity  whether  applied in a court of law or a
          court  of  equity  and by  bankruptcy,  insolvency  and  similar  laws
          affecting creditors' rights and remedies generally.

         2.5      No Conflict; Required Filings and Consents.

     (a)  The  execution  and delivery of this  Agreement by each of the Sellers
          and Central Utah does not, and the  performance  of this Agreement and
          the  transactions  contemplated  hereby  by  each of the  Sellers  and
          Central  Utah shall not,  (i)  conflict  with or violate  Central Utah
          Articles or Central  Utah Bylaws or the Articles of  Incorporation  or
          Bylaws of any Central Utah  Subsidiary,  (ii) conflict with or violate
          any federal or state law, statute, ordinance, rule, regulation, order,
          judgment or decree (collectively,  "Laws") applicable to any Seller or
          Central Utah or any Central Utah  Subsidiary or by which any Seller or
          Central Utah

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          or any Central Utah Subsidiary or any of their  respective  properties
          is bound or affected, or (iii), except as set forth in Schedule 2.5(a)
          hereto,  result in any breach of or  constitute a default (or an event
          that with  notice  or lapse of time or both  would  become a  default)
          under,  or  give to  others  any  rights  of  termination,  amendment,
          acceleration,  cancellation  of,  or  result  in  rights  of  payment,
          compensation  or other rights or the creation of a lien or encumbrance
          on any of the properties or assets of any Seller, Central Utah, or any
          Central  Utah  Subsidiary  pursuant  to,  any  note,  bond,  mortgage,
          indenture,  contract,  agreement, lease, license, permit, franchise or
          other  instrument or  obligation to which any Seller,  Central Utah or
          any Central Utah Subsidiary is a party or by which any Seller, Central
          Utah or any Central Utah Subsidiary or its or any of their  respective
          properties is bound or affected.

     (b)  The  execution  and delivery of this  Agreement by each of the Sellers
          and Central Utah does not, and the  performance  of this  Agreement by
          the  Sellers  and Central  Utah and shall not,  require  any  consent,
          approval,  authorization  or permit of, or filing with or notification
          to any governmental or regulatory  authority except (i) for applicable
          requirements,  if any, of the Hart-Scott-Rodino Antitrust Improvements
          Act of 1976,  as amended  (the "HSR  Act"),  and (ii) the  consents or
          approvals of the Public  Service  Commission  of Utah  ("PSCU") or the
          Federal Communications Commission ("FCC") listed on Sellers Disclosure
          Schedule.

     2.6  Compliance;  Permits.  Neither  Central  Utah  nor  any  Central  Utah
Subsidiary  is in conflict  with, or in default or violation of, (i) to the best
of Sellers and Central Utah's knowledge after due inquiry, any Law applicable to
Central  Utah or any  Central  Utah  Subsidiary  or by which its or any of their
respective  properties is bound or affected,  or (ii) any note, bond,  mortgage,
indenture,  contract,  agreement,  lease,  license,  permit,  franchise or other
instrument or obligation to which Central Utah or any Central Utah Subsidiary is
a party or by which Central Utah or any Central Utah Subsidiary or its or any of
their respective properties is bound or affected.

     2.7 Reports; Financial Statements.

     (a)  Central Utah and each Central  Utah  Subsidiary  have filed all forms,
          reports and documents  required to be filed with the PSCU and FCC, and
          as of the  date  of this  Agreement  Central  Utah  has  delivered  to
          Purchaser  copies of its Annual Report to the PSCU for the years ended
          December 31, 1997,  1998 and 1999 (the  "Central Utah  Reports").  The
          Central Utah  Reports,  including all Central Utah Reports filed after
          the date of this  Agreement and prior to or at the Closing  Time,  (i)
          were or will be prepared in all material  respects in accordance  with
          the  requirements  of applicable Law and (ii) did not at the time they
          were filed, or will not at the time they are filed, contain any untrue
          statement of a material fact or omit to state a material fact required
          to be stated  therein  or  necessary  in order to make the  statements
          therein, in the light of

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          the  circumstances under which they were made, not misleading.

          (b)  Central Utah has heretofore  furnished Purchaser with the audited
               and unaudited financial  statements for the periods and as of the
               period  endings  listed  as Item  2.7 (b) of  Sellers  Disclosure
               Statement (the "Financial Statements").  The Financial Statements
               (and  the  financial   statements   ("Section   4.1(i)  Financial
               Statements") to be furnished Purchaser pursuant to Section 4.1(i)
               hereof), including the footnotes thereto, and except as indicated
               therein, have been prepared in accordance with generally accepted
               accounting  principles  consistently  applied  ("GAAP")  and  the
               uniform   system  of  accounts  of  the  Federal   Communications
               Commission as set forth in 47. C.F.R.  Part 32 and fairly present
               in all material  respects the financial  condition and results of
               the  operations of entities  included  therein and the changes in
               their  financial  position  at such  dates and for such  periods;
               provided  however,  that the Section 4.1(i) Financial  Statements
               shall  be  subject  to  normal  year  end  adjustments.  The term
               "Balance  Sheet" shall mean, as the context  requires,  either or
               both  of  (i)  the  balance  sheets  of  Central  Utah  (and  its
               consolidated  subsidiaries)  as of [December 31, 1999],  and (ii)
               the  balance  sheets  of  Central  Utah  (and  its   consolidated
               subsidiaries)  to be  included in the  Section  4.1(i)  Financial
               Statements.

          (c)  There are no material  liabilities  or obligations of any nature,
               whether  absolute,   accrued,  fixed,   contingent,   matured  or
               unmatured, against, relating to or affecting Central Utah, or any
               Central  Utah  Subsidiary,  except  (i)  as  and  to  the  extent
               reflected  or reserved  against on the  Balance  Sheet of Central
               Utah,  and (ii)  those  incurred  since  the  date of the  latest
               Balance Sheet of Central Utah in the ordinary  course of business
               consistent  with prior practice and consistent  with Sections 4.1
               and 4.2 hereof and which  individually or in the aggregate do not
               have and are not  expected to have a Material  Adverse  Effect on
               Central Utah or any Central Utah Subsidiary.

          (d)  (i) The revenues  attributable  to long distance  network  access
               that  are  included  in the  revenues  stated  in  the  Financial
               Statements (and in the Section 4.1(i) Financial  Statements) have
               been  calculated  in a manner  consistent  with prior  years,  as
               modified by and in accordance  with, all  applicable  federal and
               state rules and regulations; (ii) the cost separation studies for
               the  exchanges of Central  Utah and any Central  Utah  Subsidiary
               upon  which  the  access  settlement  revenues  set  forth in the
               Financial   Statement  (and  in  the  Section  4.1(i)   Financial
               Statements)  are based have been prepared in a manner  consistent
               with prior  years,  as modified by and in  accordance  with,  all
               applicable federal and state tariffs; and (iii) all local service
               rates  currently  utilized by Central Utah and all of the Central
               Utah  Subsidiaries are in compliance with tariffs,  to the extent
               such tariffs are applicable.

     2.8 Absence of Certain  Changes or Events.  Since  December 31, 1999 to the
date of this  Agreement,  Central  Utah and the Central Utah  Subsidiaries  have
conducted their businesses only in the

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ordinary  course  and in a manner  consistent  with  past  practice  and,  since
December 31, 1999, there has not been (i) any change in the financial condition,
results of  operations  or business of Central  Utah or any of the Central  Utah
Subsidiaries having a Material Adverse Effect with respect to Central Utah, (ii)
any damage,  destruction  or loss  (whether or not  covered by  insurance)  with
respect to any assets of Central  Utah or any of the Central  Utah  Subsidiaries
having a Material  Adverse  Effect with  respect to Central  Utah or any Central
Utah  Subsidiary,  (iii)  any  declaration,  setting  aside  or  payment  of any
dividends  or  distributions  in respect of CU Common  Stock or any  redemption,
purchase or other  acquisition of any of its securities or any of the securities
of any Central Utah  Subsidiary,  (iv) any strike,  work stoppage,  slow-down or
other  labor   disturbance   suffered  by  Central  Utah  or  the  Central  Utah
Subsidiaries,  (v)  any  collective  bargaining  agreement,  contract  or  other
agreement or  understanding  with a labor union or organization to which Central
Utah or any of the  Central  Utah  Subsidiaries  has been a party (vi) any union
organizing  activities relating to employees of Central Utah or the Central Utah
Subsidiaries,  (vii) any  incurrence of debt for money  borrowed or any lease of
any  property or assets,  (viii) any action,  which if taken  subsequent  to the
execution of this  Agreement and prior to the Closing Time,  would  constitute a
breach  of  Central  Utah's  covenants  set  forth  in  Article  IV or (ix)  any
transaction  not in  the  ordinary  course  of  business  consistent  with  past
practice.

     2.9 Absence of Litigation.

     (a)  Neither  any  Seller  nor  Central  Utah nor any of the  Central  Utah
          Subsidiaries  is a party to any,  and there are no pending  or, to the
          best of Sellers'  and Central  Utah's  knowledge,  threatened,  legal,
          administrative,  arbitral  or other  proceedings,  claims,  actions or
          governmental  or regulatory  investigations  of any nature  against or
          relating in any way to Central Utah or any Central Utah Subsidiary, or
          challenging the validity or propriety of the transactions contemplated
          by this Agreement.

     (b)  There  is  no  injunction,   order,  judgment,  decree  or  regulatory
          restriction  imposed  upon,  or, to the best of  Sellers'  and Central
          Utah's  knowledge,  threatened  against  any  Seller or  Central  Utah
          relating in any way to Central Utah or any Central Utah Subsidiary, or
          the assets of Central  Utah or any of the  Central  Utah  Subsidiaries
          which has had or may have a Material  Adverse  Effect with  respect to
          Central Utah.

     2.10 Employee Benefit Plans.


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     (a)  Plans of Central Utah. Section 2.10(a) of Sellers Disclosure  Schedule
          lists (i) all  employee  benefit  plans (as defined in Section 3(3) of
          the  Employee  Retirement  Income  Security  Act of 1974,  as  amended
          ("ERISA")),  and all bonus, stock option,  stock purchase,  restricted
          stock,  incentive,  deferred  compensation,  retiree  medical  or life
          insurance,  supplemental retirement, severance or other benefit plans,
          programs or arrangements,  and all material  employment,  termination,
          severance or other employment contracts or employment agreements, with
          respect to which Central Utah or any Central Utah  Subsidiary  has any
          obligation (collectively,  the "Plans"). Central Utah has furnished or
          made  available to Purchaser a copy of each Plan (or a description  of
          the  Plans,  if the  Plans  are  not in  writing)  and a copy  of each
          material   document  prepared  in  connection  with  each  such  Plan,
          including,  without  limitation,  and where applicable,  a copy of (i)
          each  trust or other  funding  arrangement,  (ii)  each  summary  plan
          description  and  summary of material  modifications,  (iii) the three
          most  recently  filed IRS Forms 5500 and related  schedules,  (iv) the
          most recently issued IRS  determination  letter for each such Plan and
          (v)  the  three  most  recently   prepared   actuarial  and  financial
          statements in connection with each such Plan.

     (b)  Absence  of  Certain  Types of  Plans.  No member  of  Central  Utah's
          "controlled  group,"  within the  meaning of  Section  4001(a)(14)  of
          ERISA, maintains or contributes to, or within the five years preceding
          the date of this  Agreement  has  maintained  or  contributed  to,  an
          employee  pension benefit plan subject to Title IV of ERISA ("Title IV
          Plan").  No Title IV Plan of any member of Central Utah's  "controlled
          group" is a  "multiemployer  pension plan" as defined in Section (3)37
          of  ERISA.  None of the  Plans  obligates  Central  Utah or any of the
          Central  Utah  Subsidiaries  to pay  material  separation,  severance,
          termination  or  similar-type  benefits  solely  as a  result  of  any
          transaction contemplated by this Agreement or as a result of a "change
          in  ownership  or  control,"  within  the  meaning  of such term under
          regulations  adopted  pursuant to Section 280G of the Internal Revenue
          Code of 1986, as amended (the "Code").

     (c)  Compliance  with  Applicable  Law.  Each Plan has been operated in all
          respects in accordance  with the  requirements  of all applicable Laws
          and all persons who participate in the operation of such Plans and all
          Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have
          acted in accordance with the provisions of all applicable Laws, except
          where such violations of applicable Laws would not, individually or in
          the aggregate,  have a Material Adverse Effect with respect to Central
          Utah.  Central Utah and the Central Utah  Subsidiaries  have performed
          all obligations required to be performed by any of them under, are not
          in any respect in default  under or in violation  of, and Central Utah
          and the Central Utah  Subsidiaries have no knowledge of any default or
          violation  by any party to,  any Plan,  except  where  such  failures,
          defaults or violations  would not,  individually  or in the aggregate,
          have a Material Adverse Effect with respect to Central Utah.

                                        9

<PAGE>



     (d)  Qualification  of  Certain  Plans.  Each Plan that is  intended  to be
          qualified  under Section  401(a) of the Code or Section  401(k) of the
          Code (including each trust  established in connection with such a Plan
          that is intended  to be exempt  from  Federal  income  taxation  under
          Section  501(a) of the Code) has  received a  favorable  determination
          letter from the IRS (as defined  herein) that it is so qualified,  and
          neither  Sellers nor Central  Utah are aware of any fact or event that
          has occurred since the date of such determination  letter from the IRS
          that would adversely  affect the qualified status of any such Plan. No
          trust  maintained  or  contributed  to by  Central  Utah or any of the
          Central Utah  Subsidiaries  is intended to be qualified as a voluntary
          employees'  beneficiary  association  or is intended to be exempt from
          federal income taxation under Section 501(c)(9) of the Code.

     (e)  Absence of Certain Liabilities and Events. To the best of Sellers' and
          Central  Utah's  knowledge  after  due  inquiry,  there  has  been  no
          prohibited  transaction (within the meaning of Section 406 of ERISA or
          Section 4975 of the Code) with  respect to any Plan.  Central Utah and
          each of the Central Utah  Subsidiaries have not incurred any liability
          for any excise tax  arising  under  Section  4972 or 4980B of the Code
          that would  individually  or in the aggregate have a Material  Adverse
          Effect with respect to Central Utah, and, to the knowledge of Sellers,
          Central Utah or the Central Utah Subsidiaries, no fact or event exists
          that could give rise to any such liability.

     (f)  Plan Contributions.  All contributions,  premiums or payments required
          to be made  prior to the  Closing  Time with  respect to any Plan have
          been made on or before the Closing Time.

     (g)  Funded Status of Plans and Rights to  Terminate.  With respect to each
          Title IV Plan,  the present value of all accrued  benefits  under each
          such  Plan,  based upon the  actuarial  assumptions  used for  funding
          purposes in the most  recent  actuarial  report  prepared by each such
          Plan's  actuary with  respect to each such Plan did not exceed,  as of
          the most recent  valuation  date,  the then current value of assets of
          such Plan, allocable to each accrued benefit. No provision of any such
          Plan, nor any amendment thereto, would result in any limitation on the
          rights of Central Utah or the Central Utah  Subsidiaries  to terminate
          each such Plan and to receive any residual  amounts under Section 4044
          of ERISA.

     (h)  Employment  Contracts.  Neither  Central  Utah  nor any  Central  Utah
          Subsidiary  is a party to any  employment,  consulting,  severance  or
          other similar contracts with present or former employees, consultants,
          officers  or  directors  of Central  Utah or any of the  Central  Utah
          Subsidiaries.  Neither Central Utah nor any Central Utah Subsidiary is
          a party to any collective bargaining agreements.

     2.11  Title  to  Property.  Central  Utah  and  each  of the  Central  Utah
Subsidiaries have good and indefeasible title to all of their

                                       10

<PAGE>



respective  properties  and assets,  real (listed as Section  2.11(a) of Sellers
Disclosure  Schedule)  and  personal  (any items or groups of  similar  items in
excess of $10,000 are listed as Item  2.11(b) of Sellers  Disclosure  Schedule),
free and clear of all  mortgage  liens,  and free and clear of all other  liens,
charges and  encumbrances  except for such liens,  charges and  encumbrances (i)
listed as Item 2.11(c) of the Sellers  Disclosure  Schedule or (ii) described in
the title insurance  policies provided in accordance with Section 6.2(h) hereof,
and,  further,  except  for taxes  not yet due and  payable,  pledges  to secure
deposits and such minor  imperfections  of title,  if any, as do not  materially
detract from the value of or interfere with the present use or  marketability of
the property affected thereby; and all leases (listed as Item 2.11(d) of Sellers
Disclosure  Schedule)  pursuant to which Central Utah or any of the Central Utah
Subsidiaries lease from others material amounts of real or personal property are
in good standing, valid and effective in accordance with their respective terms.
Substantially  all buildings and equipment in regular use by Central Utah or any
of the Central Utah Subsidiaries have been reasonably maintained and are in good
and serviceable condition, reasonable wear and tear excepted.

     2.12 Environmental  Matters. (a) (i) Each of Central Utah, the Central Utah
Subsidiaries  and  properties  owned,  leased or operated by Central Utah or the
Central Utah  Subsidiaries,  is in compliance with all applicable  Environmental
Laws (as to any non-compliance prior to the ownership of any property by Central
Utah or a Central  Utah  Subsidiary,  the  representation  and  warranty in this
clause (i) is made to the best of Sellers and Central Utah's knowledge after due
inquiry);  (ii) except as described in the Environmental  Reports provided under
Section 6.2(g) hereof,  and to the best of Sellers' and Central Utah's knowledge
after due inquiry,  there is no asbestos or ureaformaldehyde  materials in or on
any  property  owned,  leased  or  operated  by  Central  Utah or  Central  Utah
Subsidiaries and no electric transformers or capacitors,  other than those owned
by public  utility  companies,  on any such  properties  which contain any PCBs;
(iii) except as described in the  Environmental  Reports  provided under Section
6.2(g) hereof,  and to the best of Sellers' and Central Utah's  knowledge  after
due inquiry,  there are no underground or aboveground  storage tanks located on,
in or under any  properties  currently or formerly  owned or operated by Central
Utah or any of the Central Utah  Subsidiaries;  (iv) Central Utah or the Central
Utah  Subsidiaries  have not  received any notice,  formal or informal  from any
governmental  agency or third party  notifying  Central Utah or the Central Utah
Subsidiaries of any Environmental Claim (as defined herein); (v) neither Central
Utah nor any Central  Utah  Subsidiary  has been  notified  by any  governmental
agency  or any  third  party  that  either  Central  Utah  or any  Central  Utah
Subsidiary   may  be  a   potentially   responsible   party  for   environmental
contamination  or any Release  (as defined  below) of  Hazardous  Materials  (as
defined below); (vi) Central Utah and each Central Utah Subsidiary have obtained
and each holds all  Environmental  Permits,  (as defined below)  relating to the
ownership or  operations of Central Utah or any Central Utah  Subsidiary;  (vii)
Central Utah

                                       11

<PAGE>



and each  Central  Utah  Subsidiary  is in material  compliance  with all terms,
conditions  and provisions of all applicable  Environmental  Permits;  (viii) no
Releases of Hazardous  Materials have occurred at, from, in, on, to or under any
property  owned,  operated  or  leased  by  Central  Utah  or any  Central  Utah
Subsidiary that violate any  Environmental  Law, and no Hazardous  Materials are
present in, on or about or  migrating  to or from any such  property  that would
give rise to an Environmental Claim by a third party against Central Utah or any
Central Utah  Subsidiary  (as to Releases prior to the ownership of the property
by Central Utah or a Central Utah Subsidiary,  the  representation  and warranty
made in this clause  (viii) is made to the best of Sellers  and  Central  Utah's
knowledge  after due  inquiry);  (ix) neither  Central Utah nor any Central Utah
Subsidiary  has, nor, to the best of Sellers and Central Utah's  knowledge after
due inquiry,  any  predecessors  thereof have,  transported  or arranged for the
treatment,  storage,  handling,  disposal  or  transportation  of any  Hazardous
Material to any location which could result in an Environmental Claim against or
liability to Central Utah or any Central Utah Subsidiary;  and (x) except as set
forth in Section  6.2(g),  neither  Central Utah nor any Central Utah Subsidiary
has any environmental report or statement prepared by or on its behalf or in its
possession or control relating to any of its present or former properties.

     (b)  For purposes of this Section:

     "Environmental  Claims: shall mean any and all administrative,  regulatory,
     judicial  or private  actions,  suits,  demands,  notices,  claims,  liens,
     investigations,  injunctions  or  similar  proceedings  that may  result in
     Central  Utah or any  Central  Utah  Subsidiary  being  liable  for:  (i) a
     violation  of  any   Environmental   Law;  (ii)  the  release  and  ordered
     remediation of any Hazardous Material,  including without  limitation,  any
     investigation,  monitoring  abatements,  removal,  remedial,  corrective or
     other  response  action in  connection  with the  release of any  Hazardous
     Material or order or notice of liability  or  violation  of a  governmental
     authority  or  Environmental  Law;  or (iii) any actual or alleged  damage,
     injury, threat or harm to the environment.

     "Environmental   Law:   shall   mean  any  and  all   federal,   state  and

     -----------------  local civil and  criminal  laws,  statutes,  ordinances,
     orders,  permits,  codes,  rules  or  regulations  of any  governmental  or
     regulatory authority relating to the protection of health, the environment,
     natural resources,  worker health and safety and/or governing the handling,
     use, generation, treatment, storage, transportation, disposal, manufacture,
     distribution,  formulation,  packaging,  labeling,  or Release of Hazardous
     Materials,   including   but  not   limited  to:  the  Clean  Air  Act,  42
     U.S.C.ss.7401  et seq.; the -- ---  Comprehensive  Environmental  Response,
     Compensation  and  Liability  Act of 1980, 42  U.S.C.ss.9601  et seq.;  the
     Federal Water Pollution -- --- Control Act, 33  U.S.C.ss.1251  et seq.; the
     Hazardous  Material -- --- Transportation Act 49 U.S.C.ss.1801 et seq.; the
     Federal -- --- Insecticide, Fungicide and Rodenticide Act 7 U.S.C.ss.136 et
     seq.; -- --- the Resource  Conservation  and Recovery Act of 1976 ("RCRA"),
     42 ----  U.S.C.ss.6901 et seq.; the Toxic Substances Control Act, 15 U.S.C.
     -- ---

                                                                              12

<PAGE>



ss.2601 et seq.; the Occupational Safety & Health Act of 1970, 29
        -- ---
U.S.C.ss.651 et seq.; the Oil Pollution Act of 1990, 33 U.S.C.ss.2701
             -- ---
et seq.; and the state analogies thereto, all as amended or
-- ---
superceded from time to time, on or before, but not after, the date
of Closing.

     "Environmental Permits: shall mean any action,  approval,  consent, waiver,
exemption,  variance, franchise, order, permit, authorization,  right or license
issued from any federal,  state or local  governmental body, agency or authority
relating to the protection of health, the environment or natural resources.

     "Hazardous Materials" shall mean any and all chemicals, pollutants,
contaminants, wastes, toxic substances, compounds, products, solid, liquid, gas,
petroleum, asbestos, asbestos- containing materials, polychlorinated biphenyls
or other regulated substances or materials which are hazardous, toxic or
otherwise harmful to the environment.

     "Release: shall mean any spilling,  leaking,  pumping,  pouring,  emitting,
emptying, discharging,  injecting, escaping, leaching, dumping or disposing of a
Hazardous Material into the environment.

     2.13  Absence of  Agreements.  Neither  Central  Utah nor any Central  Utah
Subsidiary  is a  party  to  any  agreement,  order,  directive,  memorandum  of
understanding  or  similar  arrangement  with any  governmental  authority  that
restricts  materially  the  conduct of its  business  (other  than  restrictions
imposed  by the  PSCU or FCC on  telephone  companies  generally,  which do not,
individually or  collectively,  adversely  affect the businesses of Central Utah
and the Central  Utah  Subsidiaries  as  currently  conducted  or proposed to be
conducted),  nor has Central  Utah or any Central Utah  Subsidiary  been advised
that any governmental  authority is  contemplating  issuing or requesting (or is
considering  the  appropriateness  of issuing or requesting) any such agreement,
order, directive, memorandum of understanding or similar arrangement.

     2.14 Taxes.

     (a)  Central Utah and the Central Utah  Subsidiaries are C corporations and
          have timely filed all material Tax Returns (as defined below) required
          to be  filed by them or will  duly  and  timely  file  (including  any
          extension  periods)  such Tax  Returns,  and,  except for the property
          taxes  which are the  subject  of the  Appeals  to the Utah  State Tax
          Commission   described  in  Section  2.14(a)  of  Sellers'  Disclosure
          Schedules,  Central Utah and the Central Utah Subsidiaries have timely
          paid and  discharged  all Taxes (as defined  below) due in  connection
          with or with respect to the filing of such Tax Returns and have timely
          paid all other Taxes as are due, except such as are being contested in
          good  faith  by  appropriate  proceedings  and with  respect  to which
          Central Utah is maintaining reserves adequate for their payment as set
          forth as Item 2.14(a) on Sellers  Disclosure  Schedule.  The liability
          for Taxes set forth on each such Tax Return  adequately  reflects  the
          Taxes required to be

                                       13

<PAGE>



          reflected on such Tax Return. For purposes of this Agreement, "Tax" or
          "Taxes"  shall  mean  taxes,   charges,   fees,   levies,   and  other
          governmental  assessments and impositions of any kind,  payable to any
          federal,  state,  local  or  foreign  governmental  entity  or  taxing
          authority  or  agency,  including,  without  limitation,  (i)  income,
          franchise,  profits,  gross  receipts,  estimated,  ad valorem,  value
          added, sales, use, service, real or personal property,  capital stock,
          license,  payroll,   withholding,   disability,   employment,   social
          security, workers compensation,  unemployment  compensation,  utility,
          severance,  production, excise, stamp, occupation,  premiums, windfall
          profits,  transfer and gains  taxes,  (ii)  customs  duties,  imposts,
          charges,  levies or other similar  assessments  of any kind, and (iii)
          interest, penalties and additions to tax imposed with respect thereto;
          and  "Tax  Returns"  shall  mean  returns,  reports,  and  information
          statements  with respect to Taxes required to be filed with the United
          States Internal Revenue Service (the "IRS") or any other  governmental
          entity or taxing authority or agency, domestic or foreign,  including,
          without  limitation,  consolidated,  combined and unitary tax returns.
          Neither the IRS nor any other governmental  entity or taxing authority
          or agency is now  asserting,  either  through  audits,  administrative
          proceedings  or  court  proceedings,   any  deficiency  or  claim  for
          additional   Taxes.   Neither   Central  Utah  nor  any  Central  Utah
          Subsidiaries has granted any waiver of any statute of limitations with
          respect to, or any  extension of a period for the  assessment  of, any
          Tax.  Except for statutory  liens for current taxes not yet due, there
          are no material tax liens on any assets of Central Utah or any Central
          Utah   Subsidiaries.   Neither  Central  Utah  nor  any  Central  Utah
          Subsidiaries  has received a ruling or entered into an agreement  with
          the IRS or any other  taxing  authority  that  would  have a  Material
          Adverse  Effect with respect to Central Utah,  after the Closing Time.
          No  agreements  relating to allocating or sharing of Taxes exist among
          Central Utah and the Central Utah Subsidiaries.

     (b)  The Balance Sheet of each of Central Utah includes due and  sufficient
          accruals for Taxes in  accordance  with GAAP in all material  respects
          with  respect to any period for which tax returns for Central  Utah or
          any Central Utah Subsidiary were not filed or for which Taxes were not
          then due and owing.

     (c)  True and complete  copies of any and all Tax Returns for the last five
          years and all tax audit  reports  with respect to Central Utah and any
          Central Utah  Subsidiary  have been  furnished to the  Purchaser.  Any
          deficiencies  proposed  in tax audits  have been duly and fully  paid,
          settled, or reserved against in the Financial Statements.  Tax Returns
          have not been audited by Federal or State tax authorities for the last
          ten years.

     (d)  No election  under Section 338 (or any  predecessor  provision) of the
          Internal  Revenue  Code of 1986 (the "Code") has been made or filed by
          or with  respect to Central Utah or any Central  Utah  Subsidiary.  No
          consent to the  application  of Section  341(f)(2) of the Code (or any
          predecessor  provision)  has been made or filed by or with  respect to
          Central  Utah or any Central Utah  Subsidiary  or any of its assets or
          properties. None of the assets

                                       14

<PAGE>



          or  properties  of Central Utah or any Central Utah  Subsidiary  is an
          asset or property that Central Utah is or will be required to treat as
          being (i) owned by any other  person  pursuant  to the  provisions  of
          Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and
          in effect  before the enactment of the Tax Reform Act of 1986, or (ii)
          tax-exempt use property within the meaning of Section 168(h)(1) of the
          Code.  No closing  agreement  pursuant to Section 7121 of the Code (or
          any  predecessor  provision)  or any similar  provision  of any state,
          local, or, if applicable, foreign Law has been entered into by or with
          respect to Central Utah or any Central Utah  Subsidiary  or any of its
          assets or properties.

     (e)  Neither  Central  Utah nor any Central Utah  Subsidiary  has agreed to
          make any  adjustment  pursuant  to Section  481(a) of the Code (or any
          predecessor  provision)  by  reason of any  change  in any  accounting
          method of Central  Utah or any Central  Utah  Subsidiary,  and neither
          Central  Utah nor any  Central  Utah  Subsidiary  has any  application
          pending with any governmental  authority requesting permission for any
          changes in any  accounting  method of Central Utah or any Central Utah
          subsidiary. To the knowledge of Sellers and Central Utah, the Internal
          Revenue  Service has not  proposed  any such  adjustment  or change in
          accounting method.

     (f)  Neither Central Utah nor any Central Utah Subsidiary has been or is in
          violation  (with or  without  notice  or lapse of time or both) of any
          applicable  law  relating  to the  payment  or  withholding  of Taxes.
          Central  Utah and each Central  Utah  Subsidiary  have duly and timely
          withheld from employee  salaries,  wages,  and other  compensation and
          paid over to the appropriate  taxing  authorities all amounts required
          to be so withheld and paid over for all periods due and payable  under
          all applicable Laws.

     (g)  No audit is pending or, to the knowledge of Central  Utah,  threatened
          with respect to any Taxes due from, or Tax Return filed by or relating
          to, Central Utah or any Central Utah Subsidiary.

     (h)  Neither  Central Utah nor any Central Utah  Subsidiary is party to any
          agreement, contract, or arrangement that would require Central Utah or
          any Central Utah Subsidiary to make any gross-up payments with respect
          to any Taxes or otherwise indemnify or hold harmless any employee with
          respect to Taxes.

     (i)  Prior to the Closing  Time,  Central  Utah shall  notify  Purchaser in
          writing  of any  power of  attorney  granted  by  Central  Utah or any
          Central  Utah  Subsidiary  concerning  any Tax matter  that will be in
          force as of the Closing Time.

     (j)  Central   Utah  and  Central  Utah   Subsidiaries   have  no  deferred
          intercompany  gains or  losses  (as such  term is  defined  in  Treas.
          Reg.ss.1.1502-13).

     2.15 Insurance.  Section 2.15 of the Sellers Disclosure  Schedule lists all
material  policies of insurance  of Central  Utah and Central Utah  Subsidiaries
currently in effect. Neither Central

                                       15

<PAGE>



Utah nor any of Central Utah  Subsidiaries has any liability for unpaid premiums
or premium  adjustments  not  properly  reflected  on Central  Utah's  Financial
Statements.

     2.16 Broker/Expenses. No broker, finder, consultant or investment banker is
entitled to any brokerage, finder's, consultant's, or other fee or commission in
connection  with the  transactions  contemplated  by this  Agreement  based upon
arrangements  made by or on behalf of Sellers or Central Utah.  Neither  Central
Utah including Central Utah Subsidiaries nor Central Telecom Service,  LLC, have
paid, or agreed to pay, in the aggregate in excess of $10,000 in connection with
the  possible  sale of  Central  Utah,  Central  Telecom  Service,  LLC,  or the
transactions  contemplated  herein  or  in  the  Membership  Purchase  Agreement
referred  to in Section  6.1(d)  (the  "Membership  Purchase  Agreement")  since
January 1, 1999.

     2.17 Material  Adverse Effect.  Since December 31, 1999,  there has been no
Material Adverse Effect with respect to Central Utah.

     2.18 Material Contracts/Licenses.

     (a)  Except as set forth in Section 2.18(a) of Sellers Disclosure Schedule,
          neither  Central Utah nor any Central Utah Subsidiary is a party to or
          obligated under any material  contract,  agreement or other instrument
          or  understanding  that is not  terminable  by Central Utah or Central
          Utah Subsidiary  without additional payment or penalty within 90 days.
          Each  contract  disclosed  on Sellers  Disclosure  Schedule is in full
          force  and  effect  and  constitutes  a  legal,   valid,  and  binding
          obligation of Central Utah or a Central Utah  Subsidiary,  and (to the
          knowledge of Sellers and Central  Utah) each other party in accordance
          with  its  terms,  except  as  such  enforcement  may  be  limited  by
          applicable  bankruptcy,   insolvency,   moratorium,  or  similar  laws
          affecting  the  enforcement  of  creditors'  rights  generally,  or by
          general   principles   of   equity   (regardless   of   whether   such
          enforceability  is  considered  in a proceeding  in law or in equity).
          Neither  Central  Utah nor any  Subsidiary  nor (to the  knowledge  of
          Seller and Central  Utah) any other  party to any such  contract is in
          violation  or breach of or default  under any such  contract  (with or
          without notice or lapse of time or both).  Since December 31, 1998, no
          such  contract  has  been  amended  or  supplemented  in any  material
          respect.  For  purposes  of this  Section  2.18,  the  term  "material
          contract"  shall  include  any  agreement,   contract,  instrument  or
          understanding  involving the payment or receipt by Central Utah or any
          Central Utah Subsidiary of $10,000 ($25,000 in the case of billing and
          collecting  agreements)  or more per year or $25,000  ($100,000 in the
          case of billing and  collecting  agreements)  or more in the aggregate
          through the life of the contract.

     (b)  Material Licenses.  Section 2.18(b) of the Sellers Disclosure Schedule
          contains  a true  and  complete  list  and  brief  description  of all
          franchises,  permits,  licenses,  approvals,  and other authorizations
          that are necessary for the business,

                                       16

<PAGE>



          operations, and affairs of Central Utah or any Central Utah Subsidiary
          as currently being or contemplated to be conducted.  Central Utah or a
          Central Utah  Subsidiary  owns or validly  holds each such  franchise,
          permit,  license,   approval,  and  other  authorization.   Each  such
          franchise,  permit,  license,  approval,  and other  authorization  is
          valid,  in  good  standing,  and in  full  force  and  effect.  To the
          knowledge  of  Sellers  and  Central  Utah,  no basis  exists  for the
          termination,  suspension,  restriction,  or  limitation  of  any  such
          franchise, permit, license, approval, or other authorization.

     2.19 Intangible Property. Central Utah or Central Utah Subsidiaries are the
owners of all  right,  title  and  interest  in and to each  item of  intangible
personal property and each other invention,  process, design, formula,  license,
royalty arrangement,  trade secret, know how and proprietary technique necessary
for the conduct of their respective businesses, which are listed as Section 2.19
of Sellers Disclosure  Schedule.  Central Utah or Central Utah Subsidiaries have
the right and  authority to use each item of  intangible  personal  property and
each other invention,  process,  design, formula,  license, royalty arrangement,
trade secret,  know how and proprietary  technique  necessary for the conduct of
the  business  of Central  Utah  and/or the  Subsidiaries  and such use does not
conflict  with,  infringe  upon or violate  any patent,  trademark,  trade name,
trademark or trade name registration,  copyright,  copyright registration or any
pending application relating thereto of any other person, firm or corporation.

     2.20 State  Takeover  Statutes;  Absence  of  Supermajority  Provision.  No
provision of the Utah Business  Corporation  Law or Central  Utah's  Articles or
Bylaws or other governing  instruments of Central Utah Subsidiaries or the terms
of any rights plan or other  takeover  defense  mechanism of Central Utah would,
directly  or  indirectly,  restrict  or  impair  the  ability  of any  Seller or
Purchaser to consummate the transactions contemplated by this Agreement nor will
any such provisions  restrict or impair the ability of the Purchaser to exercise
the same rights to vote or  otherwise  exercise  the same rights as the other or
former  stockholders of Central Utah in the event that Purchaser were to acquire
securities of Central Utah.

     2.21  Easements  Rights of Way. To the best of Sellers' and Central  Utah's
knowledge after due inquiry, Central Utah and each Central Utah Subsidiary has a
valid  leasehold  interest  in or right to use,  free and clear of all liens and
payments, each real property easement,  right of way, and lease that is required
for its business,  operations, and affairs as currently being or contemplated to
be conducted.  Each such easement,  right of way, and lease is in full force and
effect and constitutes a legal, valid, and binding obligation of Central Utah or
a Central Utah  Subsidiary  and (to the  knowledge of Sellers and Central  Utah)
each other party thereto,  enforceable against the parties thereto in accordance
with  the  terms  thereof.  Except  as  described  on  Section  2.21 on  Sellers
Disclosure Schedule, there have been no disputes

                                       17

<PAGE>



concerning  rights of way in which  Central Utah or any Central Utah  Subsidiary
has been  involved  during the last five years.  To the knowledge of Sellers and
Central  Utah there are no events or  circumstances  that would  materially  and
adversely  affect  the  rights  of way of  Central  Utah  or  any  Central  Utah
Subsidiary  for its  telephone  and cables and lines to conduct its  business as
presently conducted.

     2.22  Transactions  with  Affiliates.  Neither Central Utah nor any Central
Utah Subsidiary has made since December 31, 1997, any payments or  distributions
to any present or former director,  officer or person holding in excess of 1% of
outstanding common stock, of Central Utah or any Central Utah Subsidiary, or any
affiliate  of  any  such  person,  other  than  normal  directors  fees,  normal
retirement   benefits  under  the  Plans,   normal  salary  and  other  employee
compensation,  and normal dividends,  and there have been and are no outstanding
liabilities  or  contracts  between or among  Central  Utah or any Central  Utah
Subsidiary and any such person or affiliate of such person.

     2.23 Year 2000 Representation.  No technology owned,  developed or licensed
by Central Utah or any Central Utah  Subsidiary or used in connection with their
business  (including,  but not limited to,  information  systems and technology,
commercial  and  noncommercial  hardware and software,  firmware,  mechanical or
electrical  products,  embedded  systems,  or any  other  electro-mechanical  or
processor-  based system,  whether as part of a desktop  system,  office system,
building system or otherwise)  (collectively,  the "Technology") has experienced
or will  experience any  malfunctions,  premature  cancellation or expiration of
contractual rights or deletion of data, or any other problems in connection with
(i) the year 2000 (and all subsequent  years) as distinguished  from 1900 years,
(ii) the date February 29, 2000,  and all  subsequent  leap years,  or (iii) the
date September 9, 1999.  Insofar as this  representation and warranty relates to
services to be provided by a third party,  it is based upon  written  assurances
received by Central Utah from such party.

ARTICLE IIA--SECURITIES REPRESENTATIONS

     Each Seller makes the following  representations and warranties,  severally
and not jointly, to the Purchaser and to Lynch Interactive Corporation:

     2A.1  Investment  Purpose.  Each Seller is acquiring  the Notes for his own
account as principal for investment only and not with a present view towards the
public sale or  distribution  thereof,  except  pursuant to sales  exempted from
registration under the Securities Act of 1933, as amended (the "1933 Act").

     2A.2  Sophisticated  Investor  Status.  Each Seller has such  business  and
financial  experience as is required to give him the capacity to protect his own
interests in connection with the

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<PAGE>



decision to receive the Note.

     2A.3 Reliance on  Exemptions.  Such Seller  understands  that the Notes are
being  offered  and sold to it in reliance  upon  specific  exemptions  from the
registration requirements of United States federal and state securities laws and
that Purchaser and Lynch Interactive  Corporation are relying upon the truth and
accuracy of, and such Seller's compliance with, the representations, warranties,
agreements,  covenants,  acknowledgments  and  understandings of such Seller set
forth in Article IIA in order to determine the  availability  of such exemptions
and the eligibility of such Seller to acquire the Notes.

     2A.4  Information.  Such  Seller  has been  furnished  with  all  materials
relating  to the  business,  finances  and  operations  of  Purchaser  and Lynch
Interactive  Corporation  and  materials  relating  to the Notes which have been
requested by such Seller.  Such Seller has been afforded the  opportunity to ask
questions of Purchaser and Lynch  Interactive  Corporation and has received what
such Seller believes to be satisfactory  answers to any such inquiries.  Neither
such  inquiries  nor any other due  diligence  investigation  conducted  by such
Seller or any of its advisors or representatives  shall modify,  amend or affect
such  Seller's  right  to rely on  Purchaser's  representations  and  warranties
contained in Article III below.

     2A.5 No Governmental  Review. Such Seller understands that no United States
federal  or state  agency or any other  government  or  governmental  agency has
passed upon or made any recommendation or endorsement of the Notes.

     2A.6 Transfer or Resale.  Such Seller understands that (i) no public market
now exists for the Notes and it is very  unlikely that a public market will ever
exist for the Notes,  (ii) the Notes have not been and are not being  registered
under  the 1933 Act or any  applicable  state  securities  laws,  and may not be
transferred  unless  (a)  subsequently  included  in an  effective  registration
statement  thereunder,  or (b) such Seller shall have delivered to the Purchaser
an opinion of counsel  (which  opinion shall be reasonably  satisfactory  to the
Purchaser) to the effect that the Notes to be sold or transferred may be sold or
transferred  pursuant to an exemption from such registration;  and (iii) neither
the  Purchaser  nor any other person is under any  obligation  to register  such
Notes  under the 1933 Act or any  state  securities  laws or to comply  with the
terms and conditions of any exemption thereunder.

     2A.7 Legends. Such Seller understands that the Notes may bear a restrictive
legend in substantially  the form on Schedule 1.3(a) hereto (and a stop-transfer
order may be placed against transfer of the Notes).

ARTICLE III--REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
PURCHASER


                                       19

<PAGE>



     Except as set forth in the Disclosure  Schedule delivered by the Company to
Seller  prior to the  execution of this  Agreement  (the  "Purchaser  Disclosure
Schedule"), which Purchaser Disclosure Schedule shall reference disclosure items
by section, the Purchaser,  jointly and severally,  represent and warrant to the
Sellers and Central Utah that:

     3.1 Organization and Qualification.

     (a)  Each  of the  Company  and  the  Purchaser  is a  corporation  validly
          existing  and in  good  standing  under  the  laws  of the  states  of
          Delaware.

     (b)  Each of the Company and the Purchaser is duly qualified or licensed as
          a foreign corporation to do business, and is in good standing, in each
          jurisdiction  where the character of its properties  owned,  leased or
          operated   by  it  or  the  nature  of  its   activities   makes  such
          qualification or licensing  necessary,  except for such failures to be
          so duly  qualified  or licensed and in good  standing  that would not,
          either  individually  or in the  aggregate,  have a  Material  Adverse
          Effect with respect to the Company.

     3.2 Authority.  The Company and the Purchaser have the requisite  corporate
power and  authority to execute and deliver this  Agreement and to perform their
respective obligations hereunder and to consummate the transactions contemplated
hereby.  The  execution  and  delivery of this  Agreement by the Company and the
Purchaser  and  the  consummation  by  the  Company  and  the  Purchaser  of the
transactions  contemplated  hereby have been duly and validly  authorized by all
necessary  corporate  action on the part of the Company and the Purchaser and no
other  corporate  proceedings  on the part of the Company and the  Purchaser are
necessary to authorize  this  Agreement or to  consummate  the  transactions  so
contemplated  hereby.  This  Agreement  has been duly and validly  executed  and
delivered by the Company and the Purchaser and constitutes the valid and binding
obligation  of the Company and the  Purchaser  and assuming  the  authorization,
execution and delivery by Purchaser,  is enforceable against the Company and the
Purchaser in accordance with its terms,  except as enforcement may be limited by
general  principles of equity,  whether  applied in a court of law or a court of
equity,  and by bankruptcy,  insolvency  and similar laws  affecting  creditors'
rights and remedies generally.

     3.3 No Conflict; Required Filings and Consents.

     (a)  The  execution  and delivery of this  Agreement by the Company and the
          Purchaser  does not,  and the  performance  of this  Agreement  by the
          Company and the Purchaser  shall not, (i) conflict with or violate the
          Articles of  Incorporation  or Bylaws of the Company or the Purchaser,
          (ii)  conflict  with or violate any Laws  applicable to the Company or
          the Company Subsidiary or by which any of their respective  properties
          is bound or affected, or (iii) result in any breach of or constitute a
          default  (or an event which with notice or lapse of time or both would
          become a default) under,

                                       20

<PAGE>



          or give to others any rights of termination,  amendment,  acceleration
          or cancellation of, or result in the creation of a lien or encumbrance
          on any of the  properties  or assets of the  Company or the  Purchaser
          pursuant to, any note, bond, mortgage, indenture, contract, agreement,
          lease, license, permit, franchise or other instrument or obligation to
          which the Company or the  Purchaser is a party or by which the Company
          or the Purchaser or its or any of their respective properties is bound
          or affected.

     (b)  The  execution  and delivery of this  Agreement by the Company and the
          Purchaser  does not,  and the  performance  of this  Agreement  by the
          Company shall not,  require any consent,  approval,  authorization  or
          permit of, or filing  with or  notification  to, any  governmental  or
          regulatory authority,  domestic or foreign, except the HSR Act and the
          consents  or  approvals  of the  PSCU  or FCC  listed  on the  Sellers
          Disclosure Schedule.

ARTICLE IIIA--SECURITIES REPRESENTATIONS

     Each of the Company and the Purchaser  makes the following  representations
and warranties, jointly and severally, to the Sellers:

     3A.1 Investment Purpose. The Purchaser is acquiring the CU Common Stock for
its own account as  principal  for  investment  only and not with a present view
towards  the public  sale or  distribution  thereof,  except  pursuant  to sales
exempted from registration under the 1933 Act.

     3A.2 Accredited Investor Status. The Purchaser is an "accredited  investor"
as that term is defined in Rule 501(a) of Regulation D and has such business and
financial  experience  as is required to give it the capacity to protect its own
interests in connection with the decision to receive the CU Common Stock.

     3A.3 Reliance on Exemptions.  The Purchaser  understands that the CU Common
Stock is being offered and sold to it in reliance upon specific  exemptions from
the registration requirements of United States federal and state securities laws
and that the  Sellers  are  relying  upon the truth  and  accuracy  of,  and the
Purchaser's  compliance  with,  the  representations,   warranties,  agreements,
covenants,  acknowledgments  and  understandings  of the  Purchaser set forth in
Article IIIA in order to determine the  availability  of such exemptions and the
eligibility of the Purchaser to acquire the CU Common Stock.

     3A.4  Information.  The Purchaser and the Company have been  furnished with
all materials  relating to the business,  finances and operations of the Central
Utah and the Central Utah  Subsidiaries and materials  relating to the CU Common
Stock which have been requested by the Purchaser and the Company.  The Purchaser
and the Company  have been  afforded  the  opportunity  to ask  questions of the
Sellers,  Central Utah and the Central Utah  Subsidiaries and have received what
the Purchaser and the Company believe to be

                                       21

<PAGE>



satisfactory answers to any such inquiries. Neither such inquiries nor any other
due diligence  investigation conducted by the Purchaser or the Company or any of
their advisors or representatives  shall modify, amend or affect the Purchaser's
or the Company's  right to rely on Sellers',  Central Utah's or the Central Utah
Subsidiaries' representations and warranties contained in Article II below.

     3A.5 No Governmental  Review. The Purchaser and the Company understand that
no United States federal or state agency or any other government or governmental
agency has  passed  upon or made any  recommendation  or  endorsement  of the CU
Common Stock.

     3A.6 Transfer or Resale.  The Purchaser and the Company understand that (i)
no public market now exists for the CU Common Stock and it is very unlikely that
a public  market  will ever  exist for the CU Common  Stock,  (ii) the CU Common
Stock  has not  been  and is not  being  registered  under  the  1933 Act or any
applicable  state  securities  laws,  and  may  not be  transferred  unless  (a)
subsequently included in an effective registration statement thereunder,  or (b)
the Purchaser or the Company  shall have  delivered to the Sellers an opinion of
counsel (which opinion shall be reasonably  satisfactory  to the Sellers) to the
effect  that  the CU  Common  Stock  to be  sold or  transferred  may be sold or
transferred  pursuant to an exemption from such registration;  and (iii) neither
the Sellers, Central Utah, the Central Utah Subsidiaries nor any other person is
under any  obligation  to  register  such Notes  under the 1933 Act or any state
securities  laws or to comply  with the terms and  conditions  of any  exemption
thereunder.

     3A.7 Legends.  The Purchaser and the Company  understand that the CU Common
Stock may bear a restrictive  legend (and a stop-  transfer  order may be placed
against transfer of the CU Common Stock).

ARTICLE IV--COVENANTS OF THE SELLERS AND CENTRAL UTAH

     4.1 Affirmative  Covenants.  Each of the Sellers and Central Utah covenants
and agrees with the Purchaser that from and after the date of this Agreement and
prior to the Closing  Time,  unless the prior  written  consent of the Purchaser
shall have been  obtained  and except as  otherwise  contemplated  herein,  each
Seller and Central Utah will cause Central Utah and each Central Utah Subsidiary
to:

     (a)  operate its business only in the ordinary course  consistent with past
          practices  or as  described  as Section  4.1(a) of Sellers  Disclosure
          Schedule;

     (b)  use reasonable  efforts to preserve  intact its business  organization
          and assets, maintain its rights and franchises, retain the services of
          its officers and key employees and maintain its relationships with and
          the good will of regulators and customers;


                                       22

<PAGE>



     (c)  maintain and keep its properties in as good repair and condition as at
          present, ordinary wear and tear excepted;

     (d)  keep in full force and effect insurance and bonds comparable in amount
          and scope of coverage to that now maintained by it;

     (e)  perform  in all  material  respects  all  obligations  required  to be
          performed by it under all material  contracts,  leases,  and documents
          relating to or affecting its assets, properties, and business;

     (f)  maintain in good standing all franchises, permits, licenses, approvals
          and other  authorizations owned or held by Central Utah or any Central
          Utah Subsidiary;

     (g)  comply  in  all  material  respects  with  all  laws  and  regulations
          applicable to the business  operations and affairs of Central Utah and
          Central Utah Subsidiaries;

     (h)  take such  reasonable  actions as are  requested  by the  Purchaser to
          satisfy the conditions to and complete the Sale; and

     (i)  provide to  Purchaser  Central  Utah's  monthly  financial  statements
          promptly upon their completion.

     4.2  Negative  Covenants.  Except  as  specifically  contemplated  by  this
Agreement,  from the date of this Agreement  until the Closing Time, each of the
Sellers  and Central  Utah shall not permit  Central  Utah or any  Central  Utah
Subsidiary to do, without the prior written consent of the Purchaser, any of the
following:

     (a)  except as required  by  applicable  Laws or to maintain  qualification
          pursuant  to the  Code or set  forth  as  Section  4.2(a)  on  Sellers
          Disclosure Schedule,  adopt, amend, renew or terminate any Plan or any
          agreement,  arrangement,  plan or policy  between  Central Utah or any
          Central  Utah  Subsidiary  and one or more of its  current  or  former
          directors,  officers or employees, or except as required by applicable
          law,  increase  in  any  manner  the  base  salary,  bonus,  incentive
          compensation or fringe  benefits of any director,  officer or employee
          or pay any benefit not  required by any plan or agreement as in effect
          as of the date hereof;

     (b)  declare  or pay any  dividend  on, or make any other  distribution  in
          respect  of,  its  outstanding  shares of  capital  stock,  except for
          dividends by a Central Utah Subsidiary to Central Utah;

     (c)(i) redeem,  purchase  or  otherwise  acquire  any shares of its capital
          stock  or  any   securities  or   obligations   convertible   into  or
          exchangeable  for any shares of its  capital  stock,  or any  options,
          warrants,  conversion  or other  rights to  acquire  any shares of its
          capital stock or any such securities or  obligations;  (ii) merge with
          or into any other corporation, permit any other

                                                                              23

<PAGE>



          corporation   to  merge  into  it  or   consolidate   with  any  other
          corporation,  or effect any reorganization or recapitalization;  (iii)
          purchase or otherwise  acquire any substantial  portion of the assets,
          or more  than 5% of any class of stock,  of any  corporation  or other
          business other than in the ordinary  course of business and consistent
          with past practice; (iv) liquidate,  sell, dispose of, or encumber any
          assets or acquire any assets, other than in the ordinary course of its
          business  consistent  with past  practice;  or (v)  split,  combine or
          reclassify  any of its capital  stock or issue or authorize or propose
          the issuance of any other  securities  in respect of, in lieu of or in
          substitution for shares of its capital stock;

     (d)  issue,  deliver,  award,  grant or sell,  or  authorize or propose the
          issuance,  delivery,  award, grant or sale of, any shares of any class
          of  capital  stock of  Central  Utah or any  Central  Utah  Subsidiary
          (including shares held in treasury) or any rights, warrants or options
          to acquire, any such shares;

     (e)  directly or  indirectly  through any director,  officer,  shareholder,
          employee, agent, adviser or otherwise, orally or in writing, initiate,
          solicit,  encourage,  respond  to,  discuss,  negotiate  or accept any
          inquiries,  indications of interest, proposals or offers from, or make
          any inquiries,  indications of interest,  proposals,  offers,  counter
          proposals  or  counteroffers  to, or furnish any  information  to, any
          other person with respect to (i) an  acquisition  of shares of Central
          Utah  or any  Central  Utah  Subsidiary,  (ii)  additional  equity  or
          convertible  debt  financing  for  Central  Utah or any  Central  Utah
          Subsidiary,  (iii)  an  acquisition  of all or part of the  assets  of
          Central  Utah  or  any  Central  Utah   Subsidiary,   (iv)  a  merger,
          consolidation or any other  transaction which would result in a change
          in  control  in  Central  Utah or any  Central  Utah  Subsidiary  or a
          substantial change in the business of Central Utah or any Central Utah
          Subsidiary,   or  (v)  provide   third   parties  with  any  nonpublic
          information relating to any such inquiry or proposal;

     (f)  propose or adopt any  amendments to the Articles of  Incorporation  or
          any Bylaws of Central Utah or any Central Utah  Subsidiary  in any way
          adverse to the Purchaser;

     (g)  change any of its methods of accounting in effect at December 31, 1999
          or change in any material  respect its methods of reporting  income or
          deductions  for federal income tax purposes from those employed in the
          preparation  of its federal  income tax  returns for the taxable  year
          ended December 31, 1999, except as may be required by Law or GAAP;

     (h)  change in any material  respect any material  policies  concerning the
          business  or   operations   of  Central   Utah  or  any  Central  Utah
          Subsidiaries (except as required by Law) including, without limitation
          taking  any  action  to:  (i)  except in  connection  with the US West
          Agreement  described  in  Section  4.9 hereof and as set forth in Item
          4.2(h) of the Sellers  Disclosure  Schedule  sell,  assign,  transfer,
          pledge, mortgage or otherwise encumber any of its

                                       24

<PAGE>



          assets,  except  for  those  sales,  assignments  and  transfers  (but
          excluding pledges,  mortgages or encumbrances)  incurred in individual
          amounts  of less  than  $15,000  incurred  in the  ordinary  course of
          business consistent with past practice subject to an aggregate maximum
          of $100,000;  (ii) make any investment except in Permitted Investments
          with a maturity of six months or less;  (iii)  except with  respect to
          those  described  on  Section  4.2  (h)  of  the  Sellers'  Disclosure
          Schedules, enter into any agreement with respect to any acquisition of
          or acquire  assets except in  individual  amounts of less than $15,000
          incurred  in the  ordinary  course of  business  consistent  with past
          practice  subject  to  an  aggregate  maximum  of  $100,000,   or  any
          discharge,  waiver,  satisfaction,  release or  relinquishment  of any
          material contract rights, liens, encumbrances,  debt or claims, except
          in  individual  amounts of less than $1,000 in the ordinary  course of
          business consistent with past practice subject to an aggregate maximum
          of  $10,000;   (iv)  settle  any  claim,  action,  suit,   litigation,
          proceeding, arbitration, investigation or controversy of any kind, for
          any amount in excess of $10,000, net of any insurance proceeds,  or in
          any manner which would  restrict the operations or business of Central
          Utah or any Central  Utah  Subsidiaries;  (v) except  with  respect to
          those  described  on  Section  4.2  (h)  of  the  Sellers'  Disclosure
          Schedules, make any capital expenditure,  except in individual amounts
          of less than  $10,000  incurred  in the  ordinary  course of  business
          consistent  with past  practice  subject  to an  aggregate  maximum of
          $50,000;  (vi)  enter  into any  transaction  with a present or former
          director,  officer,  employee or  stockholder  of Central  Utah or any
          Central Utah  Subsidiary  or any  affiliate of any such person;  (vii)
          incur any  indebtedness  for money  borrowed or lease any  property or
          assets;  (viii)  lower any  current  prices or rates  with  respect to
          telephone  or other  services  provided by Central Utah or any Central
          Utah Subsidiary  except for changes in the ordinary course of business
          or as otherwise required by regulatory  authorities;  or (ix) take any
          action  or  fail to  take  any  action  which  individually  or in the
          aggregate is likely to have a Material  Adverse Effect with respect to
          Central Utah;

               (i)  agree in writing or otherwise to do any of the foregoing.

     4.3 Access and Information.

          (a)  From the date of this  Agreement  until the Closing Time and upon
               reasonable  notice,  Sellers  and Central  Utah shall,  and shall
               cause each Central Utah  Subsidiary to, afford to the Purchaser's
               officers,  employees,   accountants,   legal  counsel  and  other
               representatives of the Purchaser,  access, during normal business
               hours, to all its properties,  books, contracts,  commitments and
               records, excluding any books, contracts,  commitments and records
               related to the Stock Sales.  From the date of this  Agreement and
               until the Closing Time, Sellers and Central Utah shall (and shall
               cause each Central Utah Subsidiary to) furnish  promptly (as soon
               as  available  or  received by Central  Utah or any Central  Utah
               Subsidiary)  to the  Purchaser  (i) a copy of each  Central  Utah
               Report filed by it or received by it after the date of

                                       25

<PAGE>



               this  Agreement  and prior to the  Closing  Time  pursuant to the
               requirements of the HSR Act or any other applicable Laws promptly
               after such  documents are  available,  (ii) a copy of any action,
               including all minutes,  taken by the Board of  Directors,  or any
               committee  thereof,  of Central Utah or Central Utah Subsidiaries
               and any documents or other materials of any kind provided to such
               Boards  or  committees  promptly  after  such  action,   minutes,
               materials or other  documents  become  available  without further
               request by the  Purchaser,  (iii) a copy of each Tax Return filed
               by Central Utah and each Central  Utah  Subsidiary  for the three
               most  recent  years  available,  a  copy  of  any  correspondence
               received from the IRS or any other governmental  entity or taxing
               authority  or agency  and any other  correspondence  relating  to
               Taxes, and any other documents relating to Taxes as the Purchaser
               may reasonably request, and (iv) all other information concerning
               its  business,  properties  and  personnel as the  Purchaser  may
               reasonably request.

          (b)  Unless otherwise  required by Law, the parties will hold any such
               information  which is nonpublic in confidence  until such time as
               such information  becomes publicly  available through no wrongful
               act of  either  party,  and in the event of  termination  of this
               Agreement  for any reason  each party shall  promptly  return all
               nonpublic documents obtained from any other party, and any copies
               made of such  documents,  to such  other  party or  destroy  such
               documents  (including  any  resulting  work  product) and copies;
               provided  that   Purchaser's   ultimate  parent  company,   Lynch
               Interactive Corporation,  may make such disclosure concerning the
               transactions   contemplated  herein  as  it  deems  necessary  or
               appropriate because of its status as a public company.

     4.4 Update Disclosure; Breaches.

          (a)  From and after the date of this Agreement until the Closing Time,
               Sellers and Central Utah shall update the  Purchaser on a regular
               basis by written  notice to the  Purchaser to reflect any matters
               which  have  occurred  from and after the date of this  Agreement
               which, if existing on the date of this Agreement, would have been
               required to be described on Sellers Disclosure Statement.

          (b)  Sellers and Central Utah shall,  in the event any of them becomes
               aware of the impending or  threatened  occurrence of any event or
               condition  which would cause or constitute a material  breach (or
               would have caused or constituted a material breach had such event
               occurred  or been known prior to the date of this  Agreement)  of
               any of their  representations or agreements contained or referred
               to herein,  give prompt  written  notice thereof to the Purchaser
               and use its best efforts to prevent or promptly  remedy the same;
               provided,  however,  that the delivery of any notice  pursuant to
               this  Section  shall not limit or  otherwise  affect the remedies
               available hereunder to the Purchaser.  If, however, the Purchaser
               consummates  the Stock  Sales,  it shall be deemed to have waived
               any breach of a  representation,  warranty or covenant  which has
               been  corrected  by  amendment  by the  information  disclosed by
               Sellers or Central Utah pursuant to this Section prior to the

                                       26

<PAGE>



               satisfaction of the conditions to the purchase set out in Article
               VI.

     4.5  Expenses.  All  Expenses  (as defined  below)  incurred by the parties
hereto  shall be borne  solely and  entirely by the party which has incurred the
same.  "Expenses"  as  used in  this  Agreement  shall  include  all  reasonable
out-of-pocket expenses (including,  without limitation, all fees and expenses of
counsel,  accountants,  investment bankers, experts and consultants to the party
and its  affiliates  incurred by a party or on its behalf in connection  with or
related to the authorization,  preparation and execution of this Agreement,  the
solicitation  of  stockholder  approvals  and all other  matters  related to the
closing of the transactions  contemplated hereby. Neither Central Utah including
Central Utah Subsidiaries nor Central Telecom Service, LLC shall pay or agree to
pay in the aggregate in excess of $100,000 in connection  with the  consummation
of the transactions  contemplated in this Agreement and the Membership  Purchase
Agreement, except with the prior written consent of the Purchaser.

     4.6 Delivery of Stockholder List. Sellers and Central Utah shall deliver to
the  Purchaser or its  designee,  prior to the Closing Time, a true and complete
list setting forth the names and addresses of Central Utah's stockholders, their
holdings of stock as of the latest  practicable date, and such other stockholder
information as the Purchaser may reasonably request.

     4.7 Shareholder Indebtedness. Each Seller agrees to pay or cause to be paid
any and all advances and indebtedness  (including interest thereon) owed by such
Seller and any  Affiliate  of such Seller to Central  Utah or any  Central  Utah
Subsidiary or Central Telecom Service, LLC, on or prior to the Closing Time.

     4.8 Employment Agreements At or prior to the Closing, Central Utah and each
of the Sellers  shall  execute an  Employment  Agreement in the form of Schedule
1.6(c)(1) or 1.6(c)(2), as the case may be.

     4.9 US West  Agreements.  Sellers  and  Central  Utah  shall  consult  with
Purchaser in advance with respect to any actions  which  Central Utah or Skyline
Telecom,  Inc. are considering taking with respect to the pending acquisition of
three  telephone  exchanges  from  US  West  Communications,  Inc.  pursuant  to
agreements  dated as of October 22, 1999,  obtaining  regulatory  approvals with
respect  thereto,  obtaining  a  long-term  commitment  from the  United  States
military with respect to the Dugway Exchange, the financing of the acquisitions,
and other matters relating thereto.

ARTICLE V--ADDITIONAL AGREEMENTS

     5.1 Appropriate Action;  Consents;  Filings. The Sellers,  Central Utah and
the  Purchaser  shall use all  reasonable  efforts  to (i) take,  or cause to be
taken, all appropriate action, and do, or

                                       27

<PAGE>



cause to be done, all things necessary, proper or advisable under applicable Law
to  consummate  and  make  effective  the  transactions   contemplated  by  this
Agreement,  (ii) obtain all consents,  licenses,  permits,  waivers,  approvals,
authorizations  or orders  required  under Law required in  connection  with the
authorization,  execution and delivery of this Agreement and the consummation by
them of the  transactions  contemplated  hereby,  and (iii)  make all  necessary
filings,  and thereafter  make any other required  submissions,  with respect to
this  Agreement and the  transactions  contemplated  herein  required  under any
applicable  Law;  provided that the Purchaser and Sellers and Central Utah shall
cooperate  with each other in  connection  with the making of all such  filings,
including providing copies of all such documents to the non-filing party and its
advisors prior to filing and, if requested,  accepting all reasonable additions,
deletions or changes  suggested in connection  therewith.  The Sellers,  Central
Utah  and  the  Purchaser  shall  furnish  all  information   required  for  any
application or other filing to be made pursuant to the rules and  regulations of
any  applicable Law in connection  with the  transactions  contemplated  by this
Agreement.  In case at any time after the  Closing  Time any  further  action is
necessary or desirable to carry out the purposes of this  Agreement,  each party
to this Agreement  shall use all  reasonable  efforts to take all such necessary
action.

     5.2  Notification  of Certain  Matters.  The Sellers and Central Utah shall
give prompt notice to the Purchaser,  and the Purchaser shall give prompt notice
to the Sellers and Central Utah of (i) the occurrence or  non-occurrence  of any
event,  the occurrence or  non-occurrence  of which would be likely to cause any
representation  or  warranty  contained  in  this  Agreement  to  be  untrue  or
inaccurate and (ii) any failure of the Sellers or Central Utah or the Purchaser,
as the case may be,  to  comply  with or  satisfy  any  covenant,  condition  or
agreement to be complied with or satisfied by it hereunder;  provided,  however,
that the  delivery  of any notice  pursuant to this  Section  shall not limit or
otherwise  affect the remedies  available  hereunder to the party receiving such
notice. If, however, the parties consummate the Stock Sales contemplated herein,
they (including the shareholders of Central Utah) shall be deemed to have waived
any breach of a representation, warranty or covenant which has been corrected by
amendment by the  information  disclosed  pursuant to this Section  prior to the
satisfaction  of the conditions of the purchase  contemplated  herein set out in
Article VI.

     5.3 Escrow  Agreement.  At the Closing the Company and Sellers will execute
and deliver an Escrow Agreement in the form of Schedule 1.3(b).

ARTICLE VI--CONDITIONS OF PURCHASE AND SALE/CLOSING

     6.1  Conditions to Obligation of Each Party to Effect the Stock Sales.  The
respective  obligations of each party to effect the Stock Sales shall be subject
to the satisfaction at or prior to the Closing Time of the following conditions:

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<PAGE>



          (a)  Governmental  Approvals.  The  approvals of the PSCU1 and the FCC
               (collectively, "Governmental Approvals") shall have been obtained
               and shall be in full force and effect.  The terms and  conditions
               of the Governmental Approvals shall be acceptable in all material
               respects to Sellers and the  Purchaser  in the  exercise of their
               reasonable discretion,  including, but not limited to, regulatory
               treatment  of any gain on sale which  shall  allow for all of the
               gain to be  retained  by  Sellers  and  preclude  the  PSCU  from
               including the gain, or any part of it, in any further  regulatory
               proceeding for rate-making or any other purpose.  If either party
               deems it  advisable  such  approvals  shall have become final and
               non- appealable.

          (b)  No  Order.  No  federal  or  state   governmental  or  regulatory
               authority  or other  agency or  commission,  or  federal or state
               court of  competent  jurisdiction,  shall have  enacted,  issued,
               promulgated,  enforced or entered any statute,  rule, regulation,
               executive  order,  decree,  injunction  or other  order  (whether
               temporary,  preliminary  or  permanent)  which has the  effect of
               restricting,   preventing  or  prohibiting  consummation  of  the
               transactions contemplated by this Agreement.

          (c)  Hart-Scott-Rodino  Act. If a filing under the HSR Act is required
               to be made prior to consummation of the purchase and sale,  early
               termination shall have been granted or applicable waiting periods
               shall have expired under the HSR Act.

          (d)  Membership Purchase Agreement. The Membership Purchase Agreement,
               dated as of  October  6,  2000,  by and  between  Central  Telcom
               Services,  LLC,  the  members  thereof,  Brighton  Communications
               Corporation and Lynch Telephone  Corporation X, shall have closed
               or shall close concurrently with the Closing of this Agreement in
               accordance with the terms and conditions thereof.

     6.2 Additional Conditions to Obligations of the Purchaser. Any certificates
or  opinions  given  pursuant  to this  Section  6.2 shall,  at the  Purchaser's
request, be made to and given to any person providing financing to the Purchaser
or Central  Utah.  The  obligations  of the Purchaser to effect the purchase and
sale are also subject to the following conditions:

          (a)  Representations  and Warranties.  Each of the representations and
               warranties  of  Sellers  and  Central  Utah   contained  in  this
               Agreement,  without  giving  effect  to  any  update  to  Sellers
               Disclosure Schedule or notice to the Purchaser under Section 4.4,
               shall be true and  correct as of the date of this  Agreement  and
               (except to the extent such  representations  and warranties speak
               as of an earlier  date) as of the Closing  Time as though made on
               and as of the  Closing  Time.  --------  1It is  agreed  that the
               approval of the PSCU is considered a required approval whether or
               not it is legally required.

                                       29

<PAGE>



          (b)  Agreements and Covenants. The Sellers and Central Utah shall have
               performed  or  complied  in  all  material   respects   with  all
               agreements  and  covenants  required  by  this  Agreement  to  be
               performed or complied with by each of them on or prior to Closing
               Time.

          (c)  Consents  Obtained.  All Central Utah  Approvals  (which shall be
               deemed to include the PSCU,  all items referred to in Section 2.5
               or 2.6 of this  Agreement  or which should have set forth in such
               Sections  to  Sellers  Disclosure   Statement)  and  all  filings
               required  to  be  made  by  Sellers  and  Central  Utah  for  the
               authorization,  execution and delivery of this  Agreement and the
               consummation by it of the transactions  contemplated hereby shall
               have been made by Sellers and Central  Utah and  obtained in form
               and  substance   satisfactory   to  the  Purchaser  in  its  sole
               discretion  (including  without  limitation  without any terms or
               conditions  which the Purchaser  deems adverse) and, if Purchaser
               deems it advisable, shall have become final and non-appealable.

          (d)  No  Challenge.  There  shall not be  pending  or  threatened  any
               action,   proceeding  or   investigation   before  any  court  or
               administrative  agency or by a government  agency (i) challenging
               or seeking  material  damages in connection with, the Stock Sales
               or (ii)  seeking to  restrain,  prohibit or limit the exercise of
               full rights of ownership or operation by the  Purchaser of all or
               any  portion of the  business  or assets of  Central  Utah or any
               Central  Utah  Subsidiary,  which in  either  case is  reasonably
               likely to have a Material  Adverse Effect with respect to Central
               Utah or the Purchaser.

          (e)  No Material  Adverse  Changes.  Since the date of the  Agreement,
               there shall not have been any change in the financial  condition,
               results of  operations  or business  of Central  Utah and Central
               Utah  Subsidiaries,  taken  as a  whole,  or any  of the  matters
               referred to in Section 4.9 hereof, that either individually or in
               the aggregate  would have a Material  Adverse Effect with respect
               to Central Utah.

          (f)  Adjusted  Working  Capital.  Central  Utah and the  Central  Utah
               Subsidiaries  (consolidated)  shall have Adjusted Working Capital
               at the Closing  Time of at least $1.1  million.  For  purposes of
               this Section 6.2 (f), Adjusted Working Capital shall mean current
               assets plus  noncurrent  marketable  securities  and  investments
               valued at their current  market value and  long-term  receivables
               from shareholders,  less current  liabilities  (including Central
               Utah's transaction  expenses),  all calculated in accordance with
               GAAP.

          (g)  Environmental   Investigation.   Within  30  days  following  the
               execution of this Agreement,  Sellers, Central Utah and Purchaser
               shall  mutually  select a qualified  environmental  consultant to
               conduct,  and  prepare,  a Phase I  Environmental  Report (or, at
               Purchaser's option, an Environmental Site Survey) with respect to
               Central Utah and Central Utah Subsidiaries, properties

                                       30

<PAGE>



               and  operations,  which review  shall be conducted in  accordance
               with ASTM  standards.  Purchaser  shall have the right to conduct
               such further environmental investigations as it deems appropriate
               (which  collectively  with the  Phase I  Environmental  (and Site
               Survey) investigations  referred to in the preceding sentence are
               collectively  referred to as the "Environmental  Investigation").
               The Environmental  Investigation of Central Utah and Central Utah
               Subsidiaries'  properties and  operations  conducted on behalf of
               the Purchaser shall be  satisfactory in all material  respects to
               the Purchaser in its sole discretion and to any person  providing
               financing to the Purchaser or Central Utah.

          (h)  Title Insurance. On or before the Closing Time, Central Utah will
               furnish to the Purchaser a title insurance  policy with liability
               limits that shall be  satisfactory to the Purchaser and issued by
               a title  insurance  company in such  forms,  amounts  and by such
               title  insurance  company as shall be reasonably  satisfactory to
               the  Purchaser and its counsel,  insuring  Central Utah (and each
               applicable  Central Utah  Subsidiary) as the owner of the parcels
               of real  property  owned  by  Central  Utah or any  Central  Utah
               Subsidiary and insuring the Purchaser as the tenant of parcels of
               real  property  that are subject to a real  property  lease under
               which Central Utah or any Central Utah Subsidiary is a tenant. An
               adequate  description of all such real property and the nature of
               the interest of Central Utah and each Central Utah  Subsidiary in
               such real  property  is listed on Section  6.2(h) of the  Sellers
               Disclosure  Schedule.  The title  policy shall be subject only to
               such  exceptions  as shall be approved by, and shall contain such
               endorsements as may be reasonably  required by, the Purchaser and
               its counsel.  The cost of such title  policies  shall be borne by
               Central Utah.

               (i)  Opinion of Counsel.

                    (a)  The  Purchaser  shall have  received  from  Blackburn &
                         Stoll,  counsel  to  Sellers  ("Sellers'  Counsel")  an
                         opinion dated the Closing Time,  in  substantially  the
                         form   attached   hereto  as  Schedule   6.2(i)(a)  and
                         containing  such  additional  opinions as the financial
                         institution(s)  lending  funds for the  acquisition  by
                         Purchaser  of CU Common Stock shall  request.  Sellers'
                         Counsel may rely as to FCC matters on an opinion of FCC
                         counsel   acceptable  to  Purchaser  and  in  form  and
                         substance reasonably satisfactory to the Purchaser.

                    (b)  The Purchaser  shall have received from Utah counsel to
                         the  Purchaser  ("Utah  Counsel") an opinion  dated the
                         Closing Time in substantially  the form attached hereto
                         as Schedule  6.2(i)(b) and containing  such  additional
                         opinions as the financial  institution(s) lending funds
                         for the  acquisition  by  Purchaser  of CU Common Stock
                         shall request.

          (j)  Officers  Certificate.   The  Purchaser  shall  have  received  a
               certificate  of the  President  (i.e.,  Branch Cox) and Treasurer
               (i.e.,  Eddie  L.  Cox) of  Central  Utah  and the  Central  Utah
               Subsidiaries with respect to the conditions set forth in Sections

                                       31

<PAGE>



               6.2(a), (b), (e) and (f).

          (k)  All  Sellers.  Each Seller shall have  complied  with all of such
               Seller's representations,  warranties, agreements and obligations
               herein and shall have tendered such Seller's  shares of CU Common
               Stock to Purchaser for purchase as contemplated herein.

          (l)  Payment of Indebtedness.  All receivables and other  indebtedness
               (including  all interest  thereon)  owed by all of the Sellers of
               Central Utah and their  respective  Affiliates to Central Utah or
               any Central Utah Subsidiary or Central Telecom Service, LLC shall
               have been paid off in full on or prior to the Closing Time.

          (m)  Term of Notes. If any financial  institution(s) proposing to lend
               funds for the  acquisition  by  Purchaser of the stock of Central
               Utah shall require that the Notes have a maturity date later than
               the maturity date  contemplated  in Schedule  1.3(a) hereto,  the
               Sellers  shall  have the  option,  at their sole  discretion,  to
               either (i) accept Notes with such later  maturity date instead of
               the  maturity  date   contemplated  in  Schedule   1.3(a)or  (ii)
               terminate this Agreement without any liability to Purchaser.

     6.3  Additional  Conditions to  Obligations  of Sellers.  The obligation of
Sellers to effect the Stock Sales is also subject to the following conditions:

          (a)  Representations  and Warranties.  Each of the representations and
               warranties of the Purchaser set forth in this Agreement,  without
               giving  effect to any notice to Central  Utah under  Section 5.2,
               shall be true and  correct as of the date of this  Agreement  and
               (except to the extent such representation and warranties speak as
               of an earlier date) as of the Closing Time, as though made on and
               as of the  Closing  Time.  Central  Utah  shall  have  received a
               certificate  signed on behalf of the Purchaser and the Company by
               the Chief Executive  Officer or President and the Chief Financial
               Officer  of the  Purchaser  to the  foregoing  effect  and to the
               effect set forth in 6.3(b).

          (b)  Agreements and Covenants.  The Purchaser  shall have performed or
               complied  in  all  material  respects  with  all  agreements  and
               covenants  required by this Agreement to be performed or complied
               with by it on or prior to the Closing Time.

          (c)  Consents  Under  Agreements.  All consents,  waivers,  approvals,
               authorizations or orders required to be obtained, and all filings
               required  to be made  by the  Purchaser  for the  authorizations,
               execution and delivery of this Agreement and the  consummation by
               it of  the  transactions  contemplated  hereby  shall  have  been
               obtained and made by the Purchaser.

          (d)  Opinion of Counsel.  Central Utah shall have received from Robert
               A. Hurwich, counsel to the Purchaser ("Purchaser

                                                                              32

<PAGE>



               Counsel") an opinion dated the Closing Time, in substantially the
               form set forth in Schedule  6.3(b) to this  Agreement.  Purchaser
               Counsel may rely as to certain matters of Utah law on the opinion
               of Utah Counsel referred to in Section 6.2(i)(b).

ARTICLE VII--TERMINATION, AMENDMENT AND WAIVER

     7.1 Termination.  This Agreement may be terminated at any time prior to the
Closing Time:

          (a)  by mutual written consent of the Purchaser and Sellers holding at
               least 75% of the outstanding shares of CU Common Stock;

          (b)  by Sellers holding at least 75% of the  outstanding  shares of CU
               Common Stock or the  Purchaser  (i) if there has been a breach in
               any  material  respect  (except  that  where any  statement  in a
               representation  or  warranty  expressly  includes a  standard  of
               materiality,  such  statement  shall  have been  breached  in any
               respect) of any representation,  warranty,  covenant or agreement
               on the part of the  Purchaser,  on the one hand,  or the Sellers,
               Central Utah, on the other hand, set forth in this Agreement,  or
               (ii) if any  representation  or  warranty  of Sellers and Central
               Utah, on the one hand, or the Purchaser, on the other hand, shall
               be  discovered  to have  become  untrue in any  material  respect
               (except that where any statement in a representation  or warranty
               expressly  includes a standard  of  materiality,  such  statement
               shall have become untrue in any  respect),  in either case (i) or
               (ii) which breach or other condition has not been cured within 10
               business days following  receipt by the  nonterminating  party of
               notice of such  breach  or other  condition,  or which  breach or
               other  condition  by its  nature,  cannot  be cured  prior to the
               Closing Time; provided,  however,  that this Agreement may not be
               terminated  pursuant to this clause (b) by the breaching party or
               party  making any  representation  or  warranty  which shall have
               become untrue in any material respect;

          (c)  by either the  Purchaser  or Sellers  holding at least 75% of the
               outstanding shares of CU Common Stock if any permanent injunction
               preventing the  consummation  of the purchase and sale shall have
               become final and nonappealable;

          (d)  by the  Purchaser at any time prior to the Closing if  additional
               due diligence by the Purchaser reveals information relating to or
               affecting  Central Utah or any Central Utah  Subsidiary  which in
               the opinion of the Purchaser has a Material  Adverse  Effect with
               respect to Central Utah or the Central Utah Subsidiaries.

          (e)  by either the  Purchaser  or Sellers  holding at least 75% of the
               outstanding  shares of CU Common  Stock if the Stock  Sales shall
               not have been  consummated  by March 31, 2001, for a reason other
               than the failure of the party seeking  termination to comply with
               its obligations under this Agreement; or

          (g)  by either the Purchaser or Sellers holding at least 75%

                                       33

<PAGE>



               of the  outstanding  shares of CU Common Stock if any  regulatory
               authority has denied  approval of the  transactions  contemplated
               herein, and neither the Purchaser nor Central Utah has, within 30
               days  after the entry of such  order  denying  approval,  filed a
               petition  seeking  review of such order as provided by applicable
               law.

     7.2  Effect  of  Termination.  In the  event  of the  termination  of  this
Agreement  pursuant to Section 7.1, this Agreement shall  forthwith  become void
and all rights and  obligations  of any party  shall cease  except that  nothing
herein shall relieve any party from  liability for any breach of this  Agreement
or any  representation,  warranty,  covenant  or  agreement  contained  in  this
Agreement or shall restrict either party's rights in the case thereof.

     7.3  Waiver.  At any time prior to the  Closing  Time,  the parties may (a)
extend the time for the  performance of any of the  obligations or other acts of
the  other  party,  (b)  waive  any  inaccuracies  in  the  representations  and
warranties contained herein or in any document delivered pursuant hereto and (c)
waive compliance with any of the agreements or conditions  contained herein. Any
such  extension  or  waiver  shall  be  valid  only if set  forth  in a  written
instrument  signed on  behalf of such  party,  but such  extension  or waiver or
failure to insist on strict compliance with an obligation,  covenant,  agreement
or condition  shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure.

ARTICLE VIII

INDEMNIFICATION

     8.1  Indemnification by Sellers.  Subject to the provisions of this Article
VIII and of Article IX hereof, Sellers,  jointly and severally,  shall indemnify
the Company,  Purchaser,  Central Utah, the Central Utah  Subsidiaries,  and any
Affiliate  of the  Company,  Purchaser,  Central  Utah,  and  the  Central  Utah
Subsidiaries,  and any officer, director, or employee of the Company, Purchaser,
Central  Utah,  the Central Utah  Subsidiaries  or any Affiliate of the Company,
Purchaser,  Central Utah or the Central Utah Subsidiaries ("Purchaser Party") in
respect of, and hold each Purchaser Party harmless against, any and all damages,
obligations,  losses, lost profits,  expenses (including  reasonable  attorneys'
fees), liabilities,  costs (including environmental response,  remediation,  and
cleanup costs  resulting  from a material  breach of Sellers' or Central  Utah's
representations,   warranties,   covenants  and  agreements),  fines,  and  fees
("Damages") resulting from or relating to any one or more of the following:

          (a)  any  misrepresentation,  breach of warranty, or nonfulfillment of
               or failure to perform any material  covenant or agreement made by
               any  Sellers or Central  Utah  included in the  Agreement  or the
               certificates delivered by Sellers or Central Utah

                                       34

<PAGE>



               pursuant to Article VI hereof; and

          (b)  any  action,  suit,  investigation,  arbitration,  or  proceeding
               against any Purchaser Party (whether as a defendant, counterclaim
               or third party  defendant,  intervenor,  or otherwise)  resulting
               from or  relating to any act or failure to act before the Closing
               Time by any Sellers or Central Utah or Central Utah Subsidiaries,
               which  if  determined  adversely  to any  Purchaser  Party  would
               entitle the Purchaser Party to  indemnification  pursuant to this
               Agreement.

     8.2 Indemnification by Purchaser. Subject to the provisions of this Article
VIII and of Article IX hereof,  the Company  and  Purchaser,  will,  jointly and
severally,  indemnify  each Seller and any  Affiliate  of each  Seller  ("Seller
Party") in respect of, and hold each Sellers Party harmless against, any and all
Damages (as defined in Section  8.1  hereof)  resulting  from or relating to any
misrepresentation,  breach of  warranty,  or  nonfulfillment  of or  failure  to
perform any covenant or agreement  made by Purchaser  included in this Agreement
or the certificates delivered by Purchaser pursuant to Article VI hereof.

     8.3  Representations  and  Warranties.  All  representations,   warranties,
covenants,  and agreements  made herein or pursuant  hereto will be deemed to be
material and to have been relied upon by the parties hereto.

     8.4   Indemnification   Procedure.   Any  person  or  entity   entitled  to
indemnification  under  Section  8.1 or 8.2 hereof  that  asserts a claim  under
Sections 8.1 or 8.2 hereof is hereinafter  referred to as the  "Indemnitee," and
the party against whom such claim is asserted under Section 8.1 or 8.2 hereof is
hereinafter referred to as the "Indemnifying Party."

          (a)  If an Indemnitee  becomes aware of any matter that it believes is
               indemnificable  pursuant  to this  Article  VIII and such  matter
               involves (i) any claim made against the  Indemnitee by any person
               or entity other than a Purchaser Party or a Sellers Party or (ii)
               the commencement of any action, suit, investigation, arbitration,
               or similar  proceeding against Indemnitee by any person or entity
               other than a Purchaser Party or a Sellers Party,  Indemnitee will
               give the  Indemnifying  Party prompt written notice of such claim
               or  the  commencement  of  such  action,   suit,   investigation,
               arbitration,  or similar proceeding. Such notice will (A) provide
               (with reasonable  specificity) the bases on which indemnification
               is being asserted,  (B) set forth the actual or estimated  amount
               of Damages for which  indemnification is being asserted,  and (C)
               be accompanied by copies of all relevant pleadings,  demands, and
               other  papers  served  on  Indemnitee.  If  Indemnifying  Party's
               ability  to  defend  against  any  such  claim,   action,   suit,
               investigation,  arbitration, or similar proceeding is irrevocably
               prejudiced by the failure of Indemnitee to provide prompt written
               notice, as provided above,  then  Indemnifying  Party will not be
               obligated to indemnify Indemnitee with respect to such

                                       35

<PAGE>



               prejudiced claim, action, suit,  investigation,  arbitration,  or
               similar proceeding.

          (b)  Indemnifying  Party  will  have a period  of the  earlier  of (i)
               thirty  calendar days or (ii) three days prior to the date of the
               earliest  statutory  response  (after the delivery of each notice
               required by Section  8.4(a)  hereof)  within  which to respond to
               such notice.  If Indemnifying  Party accepts full  responsibility
               for the claim described in such notice or does not respond within
               such  response  period,  Indemnifying  Party will be obligated to
               compromise  or defend  (and will  control  the  defense  of) such
               claim, at its own expense and by counsel chosen by Indemnitee and
               reasonably  satisfactory to Indemnifying  Party, and Indemnifying
               Party will provide the Indemnitee  with such assurances as may be
               reasonably required by the Indemnitee to assure that Indemnifying
               Party will assume,  and be responsible  for, the entire liability
               for such  claim,  subject  to the  limitations  set forth in this
               Article  VIII.   Indemnitee   will  cooperate   reasonably   with
               Indemnifying  Party and  counsel  for  Indemnifying  Party in the
               defense against any such claim,  and the Indemnitee will have the
               right to  participate  at its own  expense in the  defense of any
               such claim. If  Indemnifying  Party responds within such response
               period  denying  or  rejecting  responsibility  for such claim in
               whole or in part or fails to  promptly  provide  Indemnitee  with
               such  assurances as may be  reasonably  required by Indemnitee as
               provided above, Indemnitee will be free, without prejudice to any
               of  Indemnitee's  rights  hereunder,  to  compromise or settle or
               defend (and control the defense of) such claim and to pursue such
               remedies as may be available to Indemnitee under applicable Law.

          (c)  Any  compromise or settlement of any claim  (whether  defended by
               Indemnitee or by the  Indemnifying  Party) will require the prior
               written consent of Indemnitee and, except as provided in the last
               sentence of Section  8.4(b),  Indemnifying  Party.  If,  however,
               Indemnitee  refuses to consent to a bona fide offer of compromise
               or settlement that (i)  Indemnifying  Party desires to accept and
               (ii) imposes no obligation  or liability on  Indemnitee  and does
               not adversely  restrict  Indemnitee in its business or condition,
               Indemnitee  may  continue  to  pursue  such  claim,  free  of any
               participation  by  Indemnifying  Party,  at the sole  expense  of
               Indemnitee.  In such event, the obligation of Indemnifying  Party
               to  Indemnitee  will  equal the  lesser of (i) the  amount of the
               offer of compromise or settlement that Indemnifying Party desired
               to accept, plus the reasonable out-of-pocket expenses (except for
               expenses resulting from Indemnitee's participation in any defense
               controlled by Indemnifying  Party) incurred by Indemnitee  before
               the date the Indemnifying Party notified  Indemnitee of the offer
               of compromise  or  settlement,  or (ii) the actual  out-of-pocket
               amount  that  Indemnitee  is  obligated  to  pay as a  result  of
               Indemnitee's continuing to pursue such claim, plus the reasonable
               out-of-pocket   expenses  (except  for  expenses  resulting  from
               Indemnitee's   participation   in  any  defense   controlled   by
               Indemnifying  Party)  incurred  by  Indemnitee  before  the  date
               Indemnifying Party notified Indemnitee of the offer of compromise
               or  settlement,   minus  the  reasonable  out-of-pocket  expenses
               incurred by Indemnifying Party

                                       36

<PAGE>



after such notice date.

          (d)  If an Indemnitee  becomes aware of any matter that it believes is
               indemnifiable  pursuant  to Article  VIII  hereof and such matter
               involves a claim  made by any  Purchaser  Party or Seller  Party,
               Indemnitee will give Indemnifying  Party prompt written notice of
               such  claim.  Such  notice  will  (i)  provide  (with  reasonable
               specificity)  the  bases  for  which   indemnification  is  being
               asserted  and (ii) set forth the  actual or  estimated  amount of
               Damages for which indemnification is being asserted. Indemnifying
               Party  will have a period  of thirty  calendar  days  (after  the
               delivery of each notice  required by this Section  8.4(d)) within
               which to respond to such notice.  If  Indemnifying  Party accepts
               full  responsibility  for the claim  described  in such notice or
               does not respond  within such  thirty-day  period,  the actual or
               estimated  amount of Damages  reflected  in such  notice  will be
               conclusively deemed a liability that Indemnifying Party owes, and
               will pay (in cash) upon demand,  to Indemnitee.  If  Indemnifying
               Party  has  timely   disputed  such  claim,  as  provided  above,
               Indemnifying  Party and Indemnitee agree to proceed in good faith
               to negotiate a resolution of such  dispute.  If all such disputes
               are not resolved through negotiations,  either Indemnifying Party
               or Indemnitee may initiate litigation to resolve such disputes.

     8.5 Limitations on Sellers' Indemnification Obligations.

          (a)  Threshold/Maximum  Amount.  Sellers  shall not be liable  for, or
               otherwise   be  required  to  indemnify   against,   any  Damages
               sustained,  suffered or incurred by any  Purchaser  Party  unless
               Damages in the aggregate for all Purchaser Parties (as defined in
               this Agreement and the Membership Purchase Agreement) relating to
               this Agreement and the  Membership  Purchase  Agreement  equal or
               exceed $100,000,  in which event,  any and all Purchaser  Parties
               who sustained, suffered or incurred the Damages shall be entitled
               to be indemnified with respect to the full amount of its Damages,
               up to a maximum of $7.5 million dollars in the aggregate relating
               to this Agreement and the Membership Purchase Agreement.

          (b)  Reduction of Damages.  In computing  the amount of Damages  which
               are  sustained,  suffered  or  incurred  by  an  Indemnitee,  the
               Indemnifying  Party or Parties are to be given the benefit of (i)
               insurance proceeds, if any (up to the maximum amount of Damages),
               that the Indemnitee shall have the right to receive.

          (c)  Limitation  on  Recovery  From Each  Seller.  No Seller  shall be
               required  to pay  Damages in excess of the  purchase  price (both
               cash and Notes) for his, her or its shares of Central Utah as set
               forth on Schedule A. In addition, any Seller receiving Promissory
               Notes may pay for his, hers or its indemnification  obligation by
               surrendering  Promissory  Notes  issued to him,  her or it, which
               will be valued  for  payment  purposes  at the  principal  amount
               thereof,  plus  accrued but unpaid  interest.  If the Damages are
               less than the Promissory Note, the outstanding  principal balance
               of Promissory Note shall remain outstanding as to that

                                       37

<PAGE>



               portion thereof  exceeding the Damages.  Purchaser will give such
               Seller  notice of the adjusted  outstanding  principal  amount of
               such Promissory Note.

          (d)  Exceptions. The threshold and maximum amounts in subparagraph (a)
               and (c) hereof shall not apply to any  misrepresentation,  breach
               of  warranty,  or  nonfulfillment  of or failure  to perform  any
               covenant  or  agreement  made  by any  Seller  included  in  this
               Agreement or the  certificates  delivered by Sellers  pursuant to
               Article VI hereof that relates to the  capitalization  of Central
               Utah  (Section 2.3) or its  Subsidiaries  (Section  2.1(c)),  the
               ownership of Central Utah's  securities by Sellers  (Section 2.3)
               or  transactions  (or  omissions  or failures to act)  between or
               among Central Utah (and Central Utah Subsidiaries) and any Seller
               (and its Affiliates). Notwithstanding anything to the contrary in
               this   Agreement,   if  the   Closing   occurs,   no  claim   for
               indemnification  may be  asserted  by any  Purchaser  Party  with
               respect to any matter  discovered by or known to Purchaser  Party
               on or before the Closing Time.

          (e)  Security for  Indemnification.  $1.8 million  principal amount of
               Notes and the Notes issued  pursuant to the  Membership  Purchase
               Agreement shall be held by Purchaser as security for Sellers' (as
               defined  herein  and  in  the  Membership   Purchase   Agreement)
               indemnification  obligations  relating to this  Agreement and the
               Membership  Purchase  Agreement,  but the  holders  of such Notes
               shall be entitled  to receive all  interest on such Notes so long
               as such holder of the Notes shall not be in default of his or her
               indemnification  obligations.  Such  Notes  (or the  excess  over
               claimed  indemnification)  shall be  delivered  to the holders of
               such Notes if no claim for  indemnification  has been made (or if
               made has been resolved) on the eighteen month  anniversary of the
               Closing Time.

     8.6 Limitations on Purchaser's Indemnification Obligations.

     Purchaser  shall not be liable for, or  otherwise  be required to indemnify
against, any Damages sustained, suffered or incurred by any Sellers Party unless
damages in the aggregate for all Sellers  Parties (as defined in this  Agreement
and the  Membership  Purchase  Agreement)  relating  to this  Agreement  and the
Membership  Purchase  Agreement,  equal or exceed $100,000,  in which event, the
Sellers Party who sustained,  suffered or incurred the Damages shall be entitled
to be indemnified with respect to the full amount of its Damages up to a maximum
of $7.5 million in the aggregate  relating to this  Agreement and the Membership
Purchase Agreement.


ARTICLE IX

SURVIVAL OF REPRESENTATION

     9.1 Survival of Representations. All representations and

                                       38

<PAGE>



warranties of Sellers,  Central Utah, and Purchaser  contained in this Agreement
shall  survive the  Closing  Time and shall  continue  for a period of two years
after the  Closing  Time,  at which  time such  representations  and  warranties
(except for Sections 2.3, 2.4, 2.6, 2.14, and 2.22) shall expire and become null
and void, unless prior to the expiration of the two-year period beginning at the
Closing  Time,  written  notice of a claim for the  inaccuracy or breach of such
representations  and  warranties  shall be made to Sellers or Purchaser,  as the
case may be.  Sections 2.3, 2.4, 2.6,  2.14,  and 2.22 shall survive until sixty
calendar days after the  expiration of all  applicable  statutes of  limitations
(including all periods of extension,  whether automatic or permissive), at which
time they shall expire and become null and void,  unless prior to the expiration
thereof, written notice of a claim for the inaccuracy or breach of Sections 2.3,
2.4, 2.6, 2.14, and 2.22 shall be made to Sellers.

ARTICLE X--GENERAL PROVISIONS

     10.1 Notices. All Notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed given if delivered
personally, telecopied (with confirmation), mailed by register or certified mail
(postage prepaid, return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice) and shall be effective upon receipt:

         (a)      If to the Company or Purchaser:

                           Brighton Communications Corporation or Lynch
                                    Telephone
                                  Corporation X
                           401 Theodore Fremd Avenue
                           Rye, New York 10580
                           Telecopier: (914) 921-6410

         (b)               If to Sellers:

                                  I. Branch Cox
                                    Eddie Cox
                           45 West Center
                           Fairview, Utah  84629
                           Telecopier: (435) 427-3200


                                       39

<PAGE>



                  Copy to:

                           Stanley K. Stoll, Esq.
                           Blackburn & Stoll, LC
                           77 West 200 South, Suite 400
                           Salt Lake City, Utah 84101
                           Telecopier: (801) 521-7965


         (c)      If to Central Utah

                           Central Utah Telephone, Inc.
                           45 West Center
                           Fairview, Utah  84629
                           Telecopier: (435) 427-3200

     10.2 Certain Definitions. For purposes of this Agreement, the term:

          (a)  "affiliate"  means a person that directly or indirectly,  through
               one or more  intermediaries,  controls,  is controlled  by, or is
               under common control with, the first mentioned person; including,
               without limitation, any partnership or joint venture in which any
               person  (either  alone,  or  though  or  together  with any other
               subsidiary)  has,  directly or  indirectly,  an interest of 5% or
               more;

          (b)  "business   day"  means  any  day  other  than  a  day  on  which
               federally-chartered  banks  are  required  or  authorized  to  be
               closed;

          (c)  "control"  (including the terms "controlled by" and "under common
               control with") means the possession, directly or indirectly or as
               trustee  or  executor,  of the  power  to  direct  or  cause  the
               direction  of the  management  or policies  of a person,  whether
               through  the  ownership  of stock or as trustee or  executor,  by
               contract or credit arrangement or otherwise;


          (d)  "Material  Adverse Effect" means, with respect to Central Utah or
               an Central Utah  Subsidiary,  as the case may be, (i) any adverse
               effect on the business, assets, properties,  liabilities, results
               of  operations  or financial  condition of, and which is material
               with respect to, Central Utah or Central Utah Subsidiary, or (ii)
               any effect that  materially  impairs the ability of the Purchaser
               to  consummate  the   transactions   contemplated   hereby.   (e)
               "Permitted   Investment"  means   investments   issued  or  fully
               guaranteed  as to principal and interest by the United States (or
               any  money  market  mutual  fund  which  invests  solely  in such
               investments)  or  certificates  of  deposits  or  accounts  fully
               insured by the Federal Deposit Insurance Corporation;

          (f)  "person"   means   an   individual,   corporation,   partnership,
               association, trust, unincorporated organization,  other entity or
               group (as defined in Section 13(d) of the Exchange Act); and

                                       40

<PAGE>



          (g)  "subsidiary" or "subsidiaries" of Central Utah, the Company,  the
               Purchaser,   or  any  other   person,   means  any   corporation,
               partnership, joint venture or other legal entity of which Central
               Utah,  the Company,  the Purchaser or such other  person,  as the
               case may be (either  alone or through or together  with any other
               subsidiary),  owns,  directly or  indirectly,  50% or more of the
               stock  or  other  equity  interests  the  holders  of  which  are
               generally  entitled  to vote  for the  election  of the  board of
               directors or other  governing  body of such  corporation or other
               legal entity.

     10.3 Headings.  The headings  contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

     10.4  Severability.  If any term or other  provision  of this  Agreement is
invalid,  illegal or  incapable  of being  enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the  transactions  contemplated  hereby is not affected in any manner adverse to
any party. Upon such  determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties  as  closely  as  possible  in an  acceptable  manner  to the  end  that
transactions contemplated hereby are fulfilled to the extent possible.

     10.5 Entire Agreement.  This Agreement  constitutes the entire agreement of
the parties and supersedes all prior agreements and  undertakings,  both written
and oral,  between  the  parties,  or any of them,  with  respect to the subject
matter  hereof  and,  except as  otherwise  expressly  provided  herein,  is not
intended to confer upon any other person any rights or remedies hereunder.

     10.6  Assignment.  This Agreement shall not be assigned by operation of law
or  otherwise,  except  that the  Company  may  assign  all or any of its rights
hereunder to any affiliate  provided that no such  assignment  shall relieve the
assigning  party of its  obligations  hereunder.  In  addition,  the Company may
insert  one  or  more  additional  subsidiaries  between  the  Company  and  the
Purchaser.

     10.7 Parties in Interest.  This  Agreement  shall be binding upon and inure
solely to the  benefit of each party and nothing in this  Agreement,  express or
implied, is intended to or shall confer upon any other person any right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement.

     10.8  Governing  Law;  Venue.  This  Agreement  shall be  governed  by, and
construed in accordance  with, the laws of the State of New York,  regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law. Any action  relating to this Agreement  brought by Sellers or, prior to the
Closing, by

                                       41

<PAGE>



Central Utah in the State of Utah shall be brought in the Federal District Court
in Salt Lake City, Utah if there is jurisdiction in such court or, if there is
not jurisdiction in such court in such Federal Court, in Utah state courts in
Salt Lake City County.

     10.9  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  and by the different  parties in separate  counterparts,  each of
which when  executed  shall be deemed to be an  original  but all of which taken
together shall constitute one and the same agreement.

     10.10  Amendment/Waiver.  This  Agreement  may not be amended  except by an
instrument in writing signed by the parties  hereto.  No provision or obligation
in this Agreement may be waived except by an instrument in writing signed by the
waiving  party(s).  Any  instrument  amending  this  Agreement  or  waiving  any
provision or  obligation  herein shall be deemed to have been taken on behalf of
and  signed by all  Sellers  if the  instrument  in writing is signed by Sellers
holding at least 75% of the outstanding shares of CU Common Stock.


                                       42

<PAGE>



     IN WITNESS  WHEREOF,  Central Utah, the Sellers,  Central Utah, the Company
and the Purchaser have caused this Agreement to be executed as of the date first
written above by their respective officers thereunto duly authorized.

                           CENTRAL UTAH TELEPHONE, INC. ("Central Utah")


                           By:
                               --------------------------------
                           Name: Iven Branch Cox
                                Title: President

                           LYNCH TELEPHONE CORPORATION X
                                  ("Purchaser")


                           By:
                               ----------------------------------
                           Name: Robert E. Dolan
                                Title: President

                           BRIGHTON COMMUNICATIONS CORPORATION
                                   ("Company")

                           By:
                               -----------------------------------
                           Name: Robert E. Dolan
                                Title: President

                           SELLERS
                           Ed & Lesa Cox Family Trust

                           By: ______________________
                               Name: Eddie L. Cox
                               Title: Trustee

                           By: ______________________
                               Name: Lesa Cox
                               Title: Trustee

                           Branch & Dinah Cox Family Trust

                           By: _______________________
                               Name: Iven Branch Cox
                               Title: Trustee

                           By: _______________________
                               Name: Dinah D. Cox
                               Title: Trustee

                           ---------------------------
                                 Jeffrey I. Cox


SCHEDULE 1.3(a)


                                       43

<PAGE>



THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE  ACT.  THIS NOTE MUST BE HELD  INDEFINITELY  AND MAY NOT BE SOLD OR
TRANSFERRED  IN THE ABSENCE OF SUCH  REGISTRATION  OR UNLESS  MAKER  RECEIVES AN
OPINION OF COUNSEL, OR OTHER EVIDENCE,  REASONABLY ACCEPTABLE TO IT STATING THAT
SUCH SALE OR TRANSFER IS EXEMPT FROM THE  REGISTRATION  AND PROSPECTUS  DELIVERY
REQUIREMENTS OF SAID ACTS.

                                           SUBORDINATED PROMISSORY NOTE

$_______________                            Rye, NY,          _______, 2000*


         1. Obligation. For value received, the undersigned, Lynch Telephone
Corporation X, a Delaware corporation ("Maker"), hereby promises to pay to the
order of __________, an individual ("Payee") at the address set forth below for
notices to Payee, or at such other place as Payee may from time to time
designate, the principal sum of $_________ together with interest (calculated on
a 365-day year) on the unpaid principal of this Note, computed from the date
hereof until the stated maturity hereof at the rate per annum set forth herein.

         2.       Interest.  The unpaid principal balance of this Note
                  --------
shall bear interest prior to maturity at the rate of ten percent
(10%), payable quarterly in arrears without notice or demand by
Payee.

         3.       Payment.  The principal amount of and all accrued and
                  -------
unpaid interest on this Note shall be due and payable without
notice or demand by Payee on ___________, 2005*.







*        Closing Date
**       Fifth anniversary of Closing Date

                                       44

<PAGE>






     4. Usury.  Any provision in this Note or in any other document  executed in
connection herewith, or in any other agreement or commitment, whether written or
oral, express or implied,  to the contrary  notwithstanding,  Payee shall not in
any event be entitled to receive or collect,  nor shall or may amounts  received
hereunder be credited,  so that Payee shall be paid, as interest,  a sum greater
than the  highest  rate of  interest  permitted  under  applicable  law.  If any
construction  of this Note,  or of any and/or all other  papers,  agreements  or
commitments,  indicates a different  right given to Payee or ask for,  demand or
receive any larger sum as interest, such as a mistake in calculation or wording,
which this clause  shall  override and  control,  it being the  intention of the
parties that this Note and all other instruments  relating to this Note shall in
all things comply with applicable law, and proper adjustment shall automatically
be made  accordingly.  In the event Payee ever receives,  collects or applies as
interest,  any sum in excess of the  highest  rate of interest  permitted  under
applicable  law,  such excess  amount  shall be applied to the  reduction of the
unpaid  principal  balance of this Note,  and, if this Note is paid in full, any
remaining  excess  shall be paid to Maker.  In  determining  whether  or not the
interest paid or payable,  under any specific  contingency,  exceeds the highest
rate of interest  permitted under  applicable law, Payee and Maker shall, to the
maximum extent permitted under applicable law, (i) characterize any nonprincipal
payment as an expense,  fee or premium  rather than as  interest,  (ii)  exclude
voluntary  prepayments and the effects thereof,  and (iii) allocate and "spread"
the total amount of interest throughout the entire term of this Note so that the
interest rate is uniform throughout the entire term hereof.

     5. Subordination.  [Language  acceptable to acquisition financing]

     6. Prepayment.  This Note may be prepaid at any time upon ten business days
notice to Payee.

     7. Event of  Default.  If Maker fails to pay any  principal  or interest on
this Note or any  principal  or  interest  on the Note  executed by the Maker in
favor of Payee  in  connection  with  the  acquisition  by it of the  membership
interests  of  Central  Telcom  Services,  LLC,  under that  certain  Membership
Purchase Agreement, dated August ___, 2000, when due and payable or declared due
and payable and such  default  continues  for thirty (30) days,  then such event
shall constitute an "Event of Default."

     8. Remedy.  Upon the occurrence  and during the  continuance of an Event of
Default,  Payee shall have all of the rights and remedies provided in this Note,
as well as those  rights  and  remedies  provided  by  applicable  law,  rule or
regulation.  In  conjunction  with and in addition to the  foregoing  rights and
remedies of Payee,  Payee may, if the Event of Default  continues  for more than
one hundred and twenty (120) days, declare all

                                       45

<PAGE>



indebtedness due under this Note,  although otherwise  unmatured,  to be due and
payable immediately without notice or demand whatsoever. All rights and remedies
of Payee hereunder are cumulative and may be exercised  singly or  concurrently.
The exercise of any right or remedy will not be a waiver of any other.

     9. Waiver. Maker hereby waives demand,  presentment for payment,  notice of
dishonor,  protest,  notice of protest,  and diligence in collecting or bringing
suit  against  any  party  liable  hereon,  and  further  agrees  to any and all
extensions,  renewals,  modifications,  partial  payments,  and substitutions of
evidence of indebtedness before or after maturity.

     10. Costs and Attorneys' Fees. In the event that Payee successfully  brings
legal action for the payment of any amounts owed hereunder,  Maker hereby agrees
to pay to  Payee  all  reasonable  expenses  and  costs  of such  legal  action,
including, but not limited to, reasonable attorneys' fees incurred in connection
with any such legal action, in addition to the principal and interest then due.

     11. New York Law to Apply.  This note shall be governed by and construed in
accordance with the internal laws of the State of New York.

     12. Notice.  Any notice or demand or payment required to be given hereunder
shall be in writing and shall be deemed to have been duly given and received, if
given by hand,  when a writing  containing such notice is received by the person
to whom addressed or, if given by mail, seventy-two (72) hours after a certified
or registered letter containing such notice or payment, with postage prepaid, is
deposited in the United States mails, addressed to:

         Maker    :        Lynch Telephone Corporation X
                                    401 Theodore Fremd Avenue
                                    Rye, NY 10580
                                    Attn: Robert E. Dolan

         Payee:



     13.  Terms.  For purposes of this Note,  the term "Payee" shall include any
subsequent permitted holder or assigns of this Note.

     14. Successors and Assigns. All of the covenants, obligations, promises and
agreements  contained  in this  Note  made by Maker  shall be  binding  upon its
successors and assigns;  notwithstanding,  however,  that Maker shall not assign
this Note or its  performance  hereunder  without the prior  written  consent of
Payee, which shall not be unreasonably withheld.

         IN WITNESS WHEREOF, the Maker has executed this Note to be effective as
of he day and year first above written.

                                       46

<PAGE>


                                            MAKER:

                                            LYNCH TELEPHONE CORPORATION X



                                            By: _________________________
                                            Title: President
                                            Print Name: Robert E. Dolan





                                       47

<PAGE>