-[PG NUMBER]-



                          MEMBERSHIP PURCHASE AGREEMENT


     MEMBERSHIP   PURCHASE   AGREEMENT,   dated  as  of  October  6,  2000  (the
"Agreement") by and among Central Telcom Services,  LC, f/k/a Central  Marketing
Group, LLC, a Utah limited liability  company  ("Central  Telcom"),  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  membership
     interests in Central Telcom to Purchaser; and

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

                         ARTICLE I--THE MEMBERSHIP SALES

     1.1  Sale  and  Purchase  Each  Seller  hereby  agrees,  on the  terms  and
conditions  herein, to sell to Purchaser the percentage  membership  interest of
Central Telcom ("Membership Interests") 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 membership  interest of Central Telcom
set forth  opposite  such  Seller's  name on  Schedule  A hereto.  The sales and
purchases  contemplated  herein are  hereinafter  referred to as the "Membership
Sales."

     1.2  Purchase  Price The total  purchase  price shall be of the  membership
interests shall be $4,800,000  (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
the 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.

     1.5 Closing The closing of the Membership  Sales (the "Closing") shall take
place at 10:00 a.m. at the offices of Central Telcom 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)  Membership   certificates,   in  form   suitable  for   transfer,
               registered in the name of such Seller,  evidencing the Membership
               Interests to be purchased hereunder, with executed blank transfer
               powers attached;

          (ii) 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 Membership Interests of Central Telcom, executed
               by each Seller  subordinating  the Sellers'  interests  under the
               Notes to the interests of lenders to Purchase and 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 or other  investments in
               Central  Telcom plus any amounts  permitted  under Section 1.6 of
               the  Stock  Purchase  Agreement,  dated as of  October  6,  2000,
               relating  to  Central  Utah   Telephone,   Inc.   ("Central  Utah
               Telephone") (the "Stock Purchase Agreement"); and

          (iii)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 to be paid to the  Members  as set  forth in
               Schedule A attached  hereto and in the manner  indicated  in this
               Article I.

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

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

     1.7 Liquidating Distribution The parties hereto agree that for tax purposes
only,  the  purchase  and sale which is the subject of this  Agreement  shall be
deemed to be a liquidating  distribution  by Central Telcom to the Sellers under
Sections 708(b)(1)(A) and 741 of the Internal Revenue Code. The Sellers agree to
execute and file all documents,  including  making an election under Section 754
of the  Internal  Revenue  Code,  if  necessary,  required  to  effectuate  such
election.

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

     Except as set forth in the  Disclosure  Schedule  delivered  by Sellers and
Central  Telcom 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 Telcom,
jointly and severally, represent and warrant to the Purchaser that:

     2.1 Organization and Qualification

     (a)  Central Telcom is a limited  liability company validly existing and in
          good standing under the laws of the State of Utah.  Central Telcom has
          no subsidiaries.  Central Telcom 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
          Telcom Approvals"), necessary to own, lease and operate its properties
          and to carry on its  business  as it is now being  conducted.  Central
          Telcom  has  received  no  notice  of  proceedings   relating  to  the
          revocation or modification of any Central Telcom Approvals.

     (b)  Central  Telcom is duly  qualified  or licensed  as a foreign  limited
          liability  company 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 Telcom.

     (c)  There have been no meetings of the Members or the  Managers of Central
          Telcom and no minutes or resolutions with respect to any actions taken
          by the Members or the Manager.


     2.2 Articles of Organization  and Operating  Agreement.  Central Telcom has
previously furnished to Purchaser a copy of the current Articles of Organization
and Operating  Agreement,  as amended or restated,  of Central Telcom  ("Central
Telcom Articles" or "Central Telcom Operating Agreement").  The Central Articles
and Central Operating Agreement are in full force and effect.  Central Telcom is
not in  violation  of  any  of the  provisions  of  its  Articles  or  Operating
Agreement.

     2.3 Capitalization.

     (a)  The Membership Interest of Central Telcom are as set forth on Schedule
          A attached  hereto.  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   Membership   Interests  of  Central  Telcom  or
          obligating Central Telcom to issue or sell any Membership Interests in
          Central  Telcom.  There  are  no  obligations  of  Central  Telcom  to
          repurchase, redeem or otherwise acquire any Membership Interests.

     (b)  Each Seller owns outright the  Membership  Interest 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 Membership  Interests  purchased or otherwise  acquired by Central
          Telcom  were  purchased  or  acquired  in  accordance  with  all  laws
          including fiduciary duties.

     2.4 Authority.

     (a)  Each of the  Sellers and Central  Telcom 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 Telcom 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  Telcom  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  Telcom and,  assuming  due  authorization,
          execution  and  delivery  by  the  Company  and  the   Purchaser,   is
          enforceable  against  each of the Sellers  and  Central  Telcom 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 Telcom does not, and the performance of this Agreement and
          the  transactions  contemplated  hereby  by  each of the  Sellers  and
          Central Telcom shall not, (i) conflict with or violate  Central Telcom
          Articles of Organization or Central Telcom Operating  Agreement,  (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  Telcom or by which any Seller or
          Central  Telcom  or any of  their  respective  properties  is bound or
          affected,  or (iii),  except as set forth in Item 2.5(a) of the Seller
          Disclosure  Schedule,  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  or
          Central  Telcom  pursuant  to, any note,  bond,  mortgage,  indenture,
          contract,  agreement,  lease,  license,  permit,  franchise  or  other
          instrument or  obligation  to which any Seller or Central  Telcom is a
          party  or by  which  any  Seller  or  Central  Telcom  or any of their
          respective properties are bound or affected.

     (b)  The  execution  and delivery of this  Agreement by each of the Sellers
          and Central Telcom does not, and the  performance of this Agreement by
          the  Sellers and Central  Telcom 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 Federal  Communications  Commission ("FCC") listed on
          Sellers Disclosure Schedule.

     2.6 Compliance;  Permits. To the best of Sellers' knowledge, Central Telcom
is not in conflict  with, or in default or violation of, (i) any Law  applicable
to Central Telcom 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  Telcom is a party or by which Central Telcom or its properties is bound
or affected.

     2.7 Reports; Financial Statements.

     (a)  Central Telcom has filed all forms,  reports and documents required to
          be filed with the FCC. Central Telcom is not required to file, and has
          not filed,  any forms,  reports and documents  with the Public Service
          Commission of Utah ("PSCU").

     (b)  Central Telcom has heretofore  furnished  Purchaser with the unaudited
          financial  statements  attached 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 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 Telcom
          as of July 31, 2000,  and (ii) the balance sheets of Central Telcom 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 Telcom except (i) as and to
          the extent  reflected  or  reserved  against on the  Balance  Sheet of
          Central  Telcom,  and (ii) those incurred since the date of the latest
          Balance  Sheet of Central  Telcom 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 Telcom.

     2.8 Absence of Certain  Changes or Events.  Except as set forth in Item 2.8
to Sellers'  Disclosure  Schedule,  since December 31, 1999, to the date of this
Agreement, Central Telcom has conducted its business only in the 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  Telcom having a Material  Adverse Effect with
respect to Central Telcom, (ii) any damage,  destruction or loss (whether or not
covered by  insurance)  with  respect to any assets of Central  Telcom  having a
Material  Adverse Effect with respect to Central Telcom,  (iii) any declaration,
setting  aside or payment of any  dividends or  distributions  in respect of the
Membership Interests or any redemption,  purchase or other acquisition of any of
its Membership  Interests,  (iv) any strike,  work stoppage,  slow-down or other
labor  disturbance  suffered by Central  Telcom,  (v) any collective  bargaining
agreement,  contract or other agreement or  understanding  with a labor union or
organization to which Central Telcom has been a party, (vi) any union organizing
activities relating to employees of Central Telcom, (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 Telcom'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 Telcom is a party to any, and there are
          no pending or, to the best of Sellers' and Central Telcom'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  Telcom,   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
          Telcom's  knowledge,  threatened  against any Seller or Central Telcom
          relating in any way to Central Telcom, or the assets of Central Telcom
          which has had or may have a Material  Adverse  Effect with  respect to
          Central Telcom.

     2.10 Employee Benefit Plans. Central Telcom has no, and in the past has not
had any,  employee  benefit  plans (as defined in Section  3(3) of the  Employee
Retirement  Income Security Act of 1974, as amended  ("ERISA")),  nor any bonus,
membership  purchase  option,   restricted   membership,   incentive,   deferred
compensation,  retiree  medical  or  life  insurance,  supplemental  retirement,
severance or other benefit plans, programs or arrangements,  nor any employment,
termination,  severance or other employment contracts or employment  agreements,
with  respect to which  Central  Telcom has any  obligation  (collectively,  the
"Plans").

     (b)  Absence  of  Certain  Types of Plans.  No member of  Central  Telcom'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 Telcom's "controlled
          group" is a  "multiemployer  pension plan" as defined in Section (3)37
          of ERISA.  None of the Plans obligates  Central Telcom 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").

     2.11 Title to Property; Business Operations. Central Telcom neither
owns nor leases any real or tangible personal property, except as set forth on
Item 2.11 of Sellers' Disclosure Statement and Item 2.18 of the Sellers'
Disclosure Schedule. All other real and personal property utilized by Central
Telcom in its business operations are provided by Central Utah Telephone
pursuant to that certain Administrative Services and Facilities Agreement, dated
as of May 1, 2000, a copy of which is attached to Item 2.11 of the Sellers'
Disclosure Schedule. Central Telcom conducts the following businesses:

     (a)  PCS/Wireless.  On May 1, 2000,  Central  Telcom  obtained from Central
          Utah  Telephone by assignment  thereof,  the PCS License for the Logan
          BTA and Central  Utah  Telephone's  interest in a joint  venture  with
          Manti Telephone Company,  Inc., and Gunnison Telephone Company for the
          PCS Licenses in Millard,  Sanpete,  Sevier,  and Juab counties and the
          Goshen and Spanish  Fork Canyon  exchanges  in Utah  county.  To date,
          neither  Central  Telcom nor the joint venture have  developed the PCS
          Licenses.  Copies of the  Spectrum  Agreements  and  Assignments  with
          respect to the  above-described  PCS  Licenses  are  attached  to Item
          2.11(a) of the Sellers' Disclosure Schedule.

     (b)  MMDS. On December 1, 1998,  Central Telcom  obtained from Central Utah
          Telephone the 15%  membership  interest held by Central Utah Telephone
          in Universal  Rapid  Access,  L.C., a Utah limited  liability  company
          ("URA").   URA  holds  MMDS  licenses   utilized  in  connection  with
          high-speed  data services  provided in Logan,  Utah. To date,  URA has
          developed  the MMDS  application  for  services  in  Logan,  Utah on a
          limited commercial basis.  Copies of the  organizational  documents of
          URA and those  reflecting the transfer of the interest of Central Utah
          Telephone in URA to Central Telcom are attached to Item 2.11(b) of the
          Sellers' Disclosure Schedule.

     (c)  Internet , Long  Distance and  Non-regulated  Telephone  Services.  On
          April 1, 2000, Central Utah Communications,  L.C. ("CUC"), transferred
          to the Ed and Lesa Cox  Family  Trust  and the  Branch  and  Dinah Cox
          Family Trust  (collectively,  the  "Trusts")  the internet , "in area"
          toll  services and  non-regulated  telephone  services  such as inside
          wiring,  telephone  sales,  phones  jacks and other  telephone-related
          equipment (the  "Transferred  Businesses")  which CUC previously owned
          and operated. The "in area" toll services are those which are provided
          to customer  residing in the Central  Utah  Telephone,  Inc.,  Skyline
          Telecom  and  Bear  Lake  Communications,  Inc.  certificated  service
          territories.  On April 1, 2000, the Trusts transferred the Transferred
          Businesses  to Central  Telcom.  Copies of the  Membership  Redemption
          Agreement   pursuant  to  which  the   Transferred   Businesses   were
          transferred  from  CUC to the  Trusts  and  the  assignment  of  those
          interests by the Trusts to Central Telcom are attached to Item 2.11(c)
          of the Seller's Disclosure Schedule.

     (d)  No Encumbrances. Each of the businesses described in Sections 2.11(a),
          (b) and (c) was legally and validly  transferred to Central Telcom and
          is the sole and exclusive property of Central Telcom 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(d)  of the  Sellers  Disclosure  Schedule,  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.

     (e)  No Other Business Operations. Except as described in Sections 2.11(a),
          (b) and  (c)  above,  Central  Telcom  does  not  engage,  and has not
          engaged, in any other business operations or activities.

     2.12 Environmental  Matters.  (a) (i) Each of Central Telcom and properties
owned,  leased  or  operated  by  Central  Telcom,  is in  compliance  with  all
applicable  Environmental Laws (as to any non-compliance  prior to the ownership
of any  property by Central  Telcom,  the  representation  and  warranty in this
clause (i) is made to the best of Sellers and Central  Telcom'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  Telcom's
knowledge after due inquiry, there is no asbestos or ureaformaldehyde  materials
in or on any  property  owned,  leased or  operated  by  Central  Telcom  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 Telcom'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 Telcom or any of
the Central  Telcom  Subsidiaries;  (iv)  Central  Telcom has not  received  any
notice, formal or informal from any governmental agency or third party notifying
Central  Telcom of any  Environmental  Claim (as  defined  herein);  (v) Central
Telcom has not been notified by any governmental  agency or any third party that
Central  Telcom  may  be  a  potentially  responsible  party  for  environmental
contamination  or any Release  (as defined  below) of  Hazardous  Materials  (as
defined  below);  (vi) Central  Telcom has obtained and holds all  Environmental
Permits,  (as defined below)  relating to the ownership or operations of Central
Telcom;  (vii)  Central  Telcom  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  Telcom  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  Telcom (as to  Releases  prior to the
ownership of the property by Central  Telcom,  the  representation  and warranty
made in this clause  (viii) is made to the best of Sellers and Central  Telcom's
knowledge after due inquiry);  (ix) neither Central Telcom has, nor, to the best
of Sellers and Central  Telcom'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 Telcom; and (x)
except as set forth in  Section  6.2(g),  Central  Telcom  has no  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  Telcom 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.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. Central Telcom is not 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 the FCC on telephone  companies
generally,  which do not,  individually or  collectively,  adversely  affect the
businesses  of  Central  Telcom  as  currently   conducted  or  proposed  to  be
conducted),  nor has Central Telcom 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 Telcom is a limited liability company and has timely filed all
          material Tax Returns (as defined  below) as a partnership  required to
          be filed by it or will duly and timely file  (including  any extension
          periods) such Tax Returns.  Central  Telcom has not 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 Telcom . Central Telcom has not 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
          Telcom, after the Closing Time.

     (c)  True and complete  copies of any and all Tax Returns for the last five
          years and all tax audit  reports,  if any,  with  respect  to  Central
          Telcom 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 for Central  Telcom
          have  never  been  audited  by  either  the  state or  federal  taxing
          authorities.

     (d)  Central Telcom has not been nor is it 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 Telcom has 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.

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

     (f)  Central  Telcom  is  not  a  party  to  any  agreement,  contract,  or
          arrangement  that would  require  Central  Telcom to make any gross-up
          payments  with  respect to any Taxes or  otherwise  indemnify  or hold
          harmless any employee with respect to Taxes.

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

     2.15  Insurance.  Item 2.15 of the Sellers  Disclosure  Schedule  lists all
material  policies of insurance of Central Telcom  currently in effect.  Central
Telcom has no liability for unpaid premiums or premium  adjustments not properly
reflected on Central Telcom'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 Telcom.  Neither Central
Telcom nor Central Utah  Telephone have paid, or agreed to pay, in the aggregate
in excess of $10,000 in  connection  with the possible  sale of Central  Telcom,
Central Utah Telephone or the transactions  contemplated  herein or in the Stock
Purchase Agreement since January 1, 1999.

     2.17  Material  Adverse  Effect.  Since  July 31,  2000,  there has been no
Material Adverse Effect with respect to Central Telcom.

     2.18 Material Contracts/Licenses.

     (a)  Except as set forth in Item  2.18(a) of Sellers  Disclosure  Schedule,
          Central  Telcom  is not a party to or  obligated  under  any  material
          contract,  agreement or other instrument or understanding  that is not
          terminable by Central  Telcom  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 Telcom, and (to the knowledge of Sellers
          and Central  Telcom)  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). Central Telcom is not 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  Telcom 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.  Item 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,  operations,  and  affairs  of
          Central  Telcom as currently  being or  contemplated  to be conducted.
          Central  Telcom  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 Telcom,  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  Telcom  owns no  intangible  personal
property  or  other  invention,   process,  design,  formula,  license,  royalty
arrangement,  trade secret, know how and proprietary technique necessary for the
conduct of its businesses.

     2.20 State  Takeover  Statutes;  Absence  of  Supermajority  Provision.  No
provision of the Utah Limited Liability Company Act or Central Telcom's Articles
or Operating Agreement or the terms of any rights plan or other takeover defense
mechanism of Central Telcom 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  Membership  Interest holders of
Central  Telcom in the event  that  Purchaser  were to  acquire  the  Membership
Interests of Central Telcom.

     2.21 Easements  Rights of Way.  Central Telcom has no easements,  rights of
way, and leases with respect to real property.

     2.22 Transactions  with Affiliates.  Except as provided in Item 2.22 to the
Sellers' Disclosure  Schedule,  Central Telcom has made since December 31, 1997,
no  payments or  distributions  to any  present or former  director,  officer or
person  holding in excess of 1% of outstanding  Membership  Interests of Central
Telcom,  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 Telcom and any such person or
affiliate of such person.

     2.23 Year 2000 Representation.  No technology owned,  developed or licensed
by Central Telcom 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 Telcom from such party.

                      ARTICLE IIASECURITIES 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.  Such Seller has such  business  and
financial  experience as is required to give him the capacity to protect his own
interests in connection with the 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

     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 Telcom 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, 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 IIIASECURITIES 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
Membership 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 Membership.

     3A.3 Reliance on Exemptions.  The Purchaser  understands that the CU Common
Membership 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  theSellers  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 Membership.

     3A.4  Information.  The Purchaser and the Company have been  furnished with
all materials  relating to the business,  finances and operations of the Central
Telcom  and  materials  relating  to the CU Common  Membership  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 Telcom
and have received what the Purchaser and the Company  believe to be 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 Telcom's 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 Membership.

     3A.6 Transfer or Resale.  The Purchaser and the Company understand that (i)
no public market now exists for the CU Common Membership and it is very unlikely
that a public market will ever exist for the CU Common  Membership,  (ii) the CU
Common Membership 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  Membership to be sold or  transferred  may be sold or
transferred  pursuant to an exemption from such registration;  and (iii) neither
the Sellers,  Central  Telcom,  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
Membership  may bear a  restrictive  legend  (and a  stop-transfer  order may be
placed against transfer of the CU Common Membership).

            ARTICLE IV--COVENANTS OF THE SELLERS AND CENTRAL TELECOM

     4.1 Affirmative Covenants. Each of the Sellers and Central Telcom 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 Telcom will cause Central Telcom 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;

     (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 Telcom;

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

     (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  Telcom'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 Telcom shall not permit Central Telcom 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 Telcom and one
          or more of its current or former members,  or employees,  or except as
          required by  applicable  law,  increase in any manner the base salary,
          bonus,  incentive  compensation  or fringe  benefits  of any member 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 membership interests;

     (c)(i) redeem,  purchase or otherwise  acquire any shares of its membership
          interests  or  any  securities  or  obligations  convertible  into  or
          exchangeable for its membership interests,  or any options,  warrants,
          conversion or other rights to acquire any of its membership  interests
          or any such  securities  or  obligations;  (ii) merge with or into any
          other business organization, permit any other business organization to
          merge into it or consolidate with any other business organization,  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  membership  interests  or issue or  authorize  or propose  the
          issuance  of any  other  securities  in  respect  of, in lieu of or in
          substitution for its membership interest;

     (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 membership  interest of Central  Telcom  (including  shares held in
          treasury)  or any rights,  warrants  or options to  acquire,  any such
          membership interests;

     (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 the  membership
          interests of Central  Telcom,  (ii)  additional  equity or convertible
          debt financing for Central Telcom, (iii) an acquisition of all or part
          of the assets of Central Telcom,  or (iv) a merger,  consolidation  or
          any other  transaction  which  would  result in a change in control in
          Central  Telcom or a  substantial  change in the  business  of Central
          Telcom,  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  Organization  or
          Operating  Agreement  of  Central  Telcom  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  Telcom  (except as required by Law)
          including,  without limitation taking any action to: (i) sell, assign,
          transfer,  pledge,  mortgage or otherwise  encumber any of its assets,
          except for those  sales,  assignments  and  transfers  (but  excluding
          pledges,  mortgages or encumbrances) incurred in individual amounts of
          less  than  $7,500   incurred  in  the  ordinary  course  of  business
          consistent  with past  practice  subject  to an  aggregate  maximum of
          $50,000; (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 $7,500  incurred in
          the ordinary course of business  consistent with past practice subject
          to  an  aggregate  maximum  of  $50,000,  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  $500  in  the  ordinary  course  of  business
          consistent  with past  practice  subject  to an  aggregate  maximum of
          $5,000; (iv) settle any claim, action, suit,  litigation,  proceeding,
          arbitration,  investigation or controversy of any kind, for any amount
          in excess of $5,000, net of any insurance  proceeds,  or in any manner
          which would restrict the operations or business of Central Telcom; (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 $5,000 incurred in the ordinary course
          of business  consistent  with past  practice  subject to an  aggregate
          maximum of $25,000;  (vi) enter into any transaction with a present or
          former director,  officer, employee or Member of Central Telcom 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  Telcom  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 Telcom;

     (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  Telcom  shall  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 Membership  Sales.  From the date of this Agreement and
          until the  Closing  Time,  Sellers and Central  Telcom  shall  furnish
          promptly (as soon as  available or received by Central  Telcom) to the
          Purchaser  (i) a copy of each  Central  Telcom  Report  filed by it or
          received  by it after  the  date of 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 Members or
          Managers,  or any  committee  thereof,  and  any  documents  or  other
          materials  of any  kind  provided  to  such  Members  or  Managers  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  Telcom 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  Telcom  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  Telcom  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  Membership
          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  Telcom
          pursuant to this Section prior to the  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 Membership holder approvals and all other matters related to the
closing of the  transactions  contemplated  hereby.  Neither  Central Telcom nor
Central  Utah  Telephone  or its  subsidiaries  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 Stock  Purchase  Agreement
except  with  the  prior  written   consent  of  the  Purchaser   excluding  any
Hart-Scott-Rodino filing fees.

     4.6 Delivery of Membership  holder List.  Sellers and Central  Telcom shall
deliver to the Purchaser or its designee, from time to time prior to the Closing
Time, a true and complete  list setting forth the names and addresses of Central
Telcom's  Membership  holders,  their  holdings of  Membership  as of the latest
practicable date, and such other Membership holder  information as the Purchaser
may reasonably request.

     4.7 Member 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  Telcom or  Central  Utah
Telephone or its subsidiaries on or prior to the Closing Time.


                        ARTICLE V--ADDITIONAL AGREEMENTS

     5.1 Appropriate Action; Consents;  Filings. The Sellers, Central Telcom and
the  Purchaser  shall use all  reasonable  efforts  to (i) take,  or cause to be
taken,  all  appropriate  action,  and do,  or  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  Telcom 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 Telcom 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 Telcom shall
give prompt notice to the Purchaser,  and the Purchaser shall give prompt notice
to the Sellers and Central Telcom 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  Telcom  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 Membership Sales
contemplated  herein,  they (including the shareholders of Central Telcom) 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 Membership  Sales.
The respective obligations of each party to effect the Membership Sales shall be
subject to the  satisfaction  at or prior to the Closing  Time of the  following
conditions:

     (a)  Governmental  Approvals.  The  approvals  of  the  PSCU  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)  Stock  Purchase  Agreement.  The Stock Purchase  Agreement  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  Telcom.  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 Telcom  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.

     (b)  Agreements  and  Covenants.  The Sellers and Central Telcom 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 Telcom Approvals (which shall be deemed
          to include the PSCU,  if any, 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  Telcom 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 Telcom 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 Membership 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 Telcom, which in either case is reasonably likely to
          have a Material  Adverse  Effect with respect to Central Telcom 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 Telcom,  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 Telcom.

     (f)  [Reserved.]

     (g)  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 the Membership  Interests  shall  request.  Sellers'
               Counsel  may rely as to FCC  matters on an opinion of FCC counsel
               acceptable  to  Purchaser  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
               the Membership Interests shall request.

     (h)  Managers Certificate.  The Purchaser shall have received a certificate
          of I. Branch Cox and Eddie L. Cox as  Managers of Central  Telcom with
          respect to the conditions set forth in Sections  6.2(a),  (b), (e) and
          (f).

     (i)  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  Membership  Interests to Purchaser
          for purchase as contemplated herein.

     (j)  Payment  of  Indebtedness.  All  receivables  and  other  indebtedness
          (including all interest thereon) owed by all of the Sellers of Central
          Telcom and their  respective  Affiliates to Central  Telcom or Central
          Utah Telephone or its subsidiaries shall have been paid off in full on
          or prior to the Closing Time.

     (k)  Term of Notes. If any financial institution(s) proposing to lend funds
          for the  acquisition  by  Purchaser  of the  Membership  Interests  of
          Central Telcom 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, in their sole discretion, to either (i)
          agree to accept  Notes with such later  maturity  date  instead of the
          maturity date  contemplated  in Schedule 1.3(a) or (ii) terminate this
          Agreement without liability to Purchaser.

     6.3  Additional  Conditions to  Obligations  of Sellers.  The obligation of
Sellers  to  effect  the  Membership  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 Telcom 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  Telcom  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 Telcom shall have received from Robert A.
          Hurwich,  counsel to the  Purchaser  ("Purchaser  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 the Sellers;

     (b)  by  Sellers  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  Telcom,  on the
          other hand, set forth in this Agreement, or (ii) if any representation
          or warranty of Sellers and  Central  Telcom,  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 (c) 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  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  Telcom which in the opinion of the Purchaser has a
          Material Adverse Effect with respect to Central Telcom.

     (e)  by either the Purchaser or the Sellers if the  Membership  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 if any  regulatory  authority  has
          denied approval of the transactions  contemplated  herein, and neither
          the Purchaser nor Central  Telcom 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  Telcom,  and any  Affiliate  of the Company,
Purchaser,  Central  Telcom,  and any  officer,  director,  or  employee  of the
Company, Purchaser,  Central Telcom, or any Affiliate of the Company, Purchaser,
Central Telcom ("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 Telcom'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   Telcom   included  in  the   Agreement  or  the
          certificates  delivered  by  Sellers  or Central  Telcom  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 Telcom,  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
          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
          after such notice date.

     (d)  If an  Indemnitee  becomes  aware of any matter  that it  believes  is
          indemnifiable pursuant to 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
          in the Stock Purchase  Agreement")  relating to this Agreement and the
          Stock 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 Stock 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  Telcom 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  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 Telcom (Section 2.3) (Section
          2.1(c)),  the ownership of Central  Telcom's  Membership  Interests by
          Sellers  (Section  2.3) or  transactions  (or omissions or failures to
          act) between or among Central  Telcom and any Seller.  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 Stock Purchase Agreement shall be
          held by Purchaser as security for Sellers'  Parties (as defined herein
          and in  the  Stock  Purchase  Agreement)  indemnification  obligations
          relating to this Agreement and the Stock 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 Stock  Purchase  Agreement)  relating  to this  Agreement  and the Stock
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 Stock Purchase
Agreement.


                                   ARTICLE IX

                           SURVIVAL OF REPRESENTATION

     9.1 Survival of  Representations.  All  representations  and  warranties of
Sellers, Central Telcom, 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 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 XGENERAL 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

         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 Telcom

                           Central Telcom Services, L.L.C.
                           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  Membership  or as  trustee  or  executor,  by  contract  or credit
          arrangement or otherwise;


     (d)  "Material  Adverse Effect" means,  with respect to Central Telcom,  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 Telcom, 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; and

     (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).

     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
Closing,  by Central Telcom 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 Federal Court, in Utah state courts in
Salt Lake City, Salt Lake County, State of Utah.

     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.



<PAGE>



         IN WITNESS WHEREOF, Central Telcom, the Sellers, 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 TELCOM SERVICES, LC ("Central Utah")


                           By:
                               --------------------------------
                           Name:
                           Title:   Manager

                           LYNCH TELEPHONE CORPORATION X
                           ("Purchaser")


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

                           BRIGHTON COMMUNICATIONS CORPORATION
                           ("Company")

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

                           SELLERS
                           ----------------------------------------
                           I. Branch Cox

                           ----------------------------------------
                           Eddie L. Cox

                           ----------------------------------------
                           Dinah Cox

                           ----------------------------------------
                           Lesa Cox

- PAGE  -...()()()..                                          SCHEDULE  1.3(a)

          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**.



<PAGE>



-[PG NUMBER]-

     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 shares of common stock of Central Utah Telephone, Inc., under that
          certain Stock Purchase Agreement,  dated October 6, 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  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.



<PAGE>



-[PG NUMBER]-

         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.

                                            MAKER:

                                            LYNCH TELEPHONE CORPORATION X



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

*  Closing Date
** Fifth Anniversary of Closing Date