
                          EXHIBIT 4-2(a)


     The security represented by this instrument was originally issued
     on May 22, 1995, and has not been registered under the Securities
     Act  of  1933,  as  amended.   The  transfer  of such security is
     subject  to  the  conditions  specified in the Note  and  Warrant
     Purchase Agreement, dated as of  May  22,  1995,   as amended and
     modified  from  time to time, between the issuer (the  "Company")
     and certain investors,  and  the  Company  reserves  the right to
     refuse  the transfer of such security until such conditions  have
     been fulfilled  with  respect  to  such  transfer.   Upon written
     request,  a  copy  of such conditions shall be furnished  by  the
     Company to the holder hereof without charge.

     Payment of this Note  is subject to the terms and conditions of a
     Subordination Agreement,  dated  May  22,  1995, by and among the
     original  Holder of this Note, Manufacturers  and  Traders  Trust
     Company, Marine Midland Bank and certain other Investors, and any
     other subordination agreement referred to in paragraph 4 hereof.


                             ACC CORP.

                     CONVERTIBLE SUBORDINATED
                          PROMISSORY NOTE


May 22, 1995                                           $7,200,000


          ACC  Corp.,   a  Delaware  corporation  (the  "Company"),  hereby
promises to pay to the order of Fleet Venture Resources, Inc. the principal
amount of $7,200,000 together  with  interest  thereon  calculated from the
date hereof in accordance with the provisions of this Note.

          This  Note  was  issued  pursuant to a Note and Warrant  Purchase
Agreement, dated as of May 22, 1995  (as  amended and modified from time to
time, the "Purchase Agreement"), between the Company and certain investors,
and this Note is one of the "Notes" referred  to in the Purchase Agreement.
The Purchase Agreement contains terms governing the rights of the holder of
this  Note,  and  all  provisions  of  the  Purchase Agreement  are  hereby
incorporated herein in full by reference.  Except  as  defined in paragraph
10 hereof or unless otherwise indicated herein, capitalized  terms  used in
this Note have the same meanings set forth in the Purchase Agreement.

          1.   PAYMENT   OF   INTEREST.    Except  as  otherwise  expressly
provided in paragraph 5(b) hereof,  interest  shall  accrue  at the rate of
twelve percent (12%) per annum on the unpaid principal amount  of this Note
outstanding  from  time  to  time,  or  (if less) at the highest rate  then
permitted under applicable law.  The Company  shall  pay  to  the holder of
this  Note  all  accrued  interest  on  the  last  day of each March, June,
September  and December, beginning June 30, 1995.  Unless  prohibited under
applicable law, any accrued interest which is not paid on the date on which
it  is  due  and  payable  shall  bear  interest at the same rate at  which
interest is then accruing on the principal  amount  of this Note until such
interest  is  paid.   Any  accrued interest which for any  reason  has  not
theretofore been paid shall  be paid in full on the date on which the final
principal payment on this Note  is  made.   Interest  shall  accrue  on any
principal  payment  due  under  this  Note  and, to the extent permitted by
applicable law, on any interest which has not  been  paid  on  the  date on
which it is due and payable until such time as payment therefor is actually
delivered to the holder of this Note.

          2.   PAYMENT OF PRINCIPAL ON NOTE.

          (a)  PREPAYMENTS.   The Company may, at any time and from time to
time  without  premium  or  penalty,  prepay  all  or  any  portion  of the
outstanding  principal  amount of the Notes, pro rata among the holders  of
the Notes on the basis of the outstanding principal amount of the Note held
by each holder; provided  that (i) such prepayment is not prohibited by the
provisions of paragraph 4 hereof, (ii) the Company has paid all interest on
the  Notes accrued through the  immediately  preceding  scheduled  interest
payment date and (iii) the minimum principal amount so prepaid shall be the
lesser of $100,000 or the amount of principal outstanding on the Notes.  In
connection  with  each prepayment of principal hereunder, the Company shall
also pay all accrued  and  unpaid  interest  on the principal amount of the
Notes being repaid.

          (b)  PRINCIPAL  REPAYMENT.   On  May  22,  2002  (the  "Scheduled
Repayment  Date"),  the Company shall repay all outstanding  principal  and
interest on the Notes,  or  if such amount is greater, the Market Price (on
the date which is five trading  days prior to the Scheduled Repayment Date)
of the Common Stock into which such  Notes are convertible on the Scheduled
Repayment Date (the "Alternative Amount"); provided that to the extent that
the  Alternative  Amount  exceeds  the amount  of  principal  and  interest
outstanding on the Notes on the Scheduled  Repayment Date, all or a portion
of such excess may, at the Company's option,  be paid in the form of Common
Stock (valued at the Market Price of the Common  Stock on the date which is
five trading days prior to the Scheduled Repayment  Date)  up  to  and  not
exceeding  a number of shares of Common Stock equal to 20 multiplied by the
average daily  trading volume of the Common Stock in the public markets for
a period of 45 consecutive  trading  days  ending  five  days  prior to the
Scheduled  Repayment  Date  and the remainder shall be paid in cash.   Such
shares  of  Common  Stock shall  be  applied  first  to  the  repayment  of
principal, then to interest.   Upon  issuance,  such shares of Common Stock
shall be validly issued, fully paid and nonassessable.

          (c)  SPECIAL PRINCIPAL REPAYMENTS.

               (i)  If  a  Change in Control has occurred  or  the  Company
obtains knowledge that a Change  in  Control  is  proposed  to  occur,  the
Company  shall  give  prompt  written  notice  of  such  Change  in Control
describing in reasonable detail the material terms and date of consummation
thereof to the holder of this Note, but in any event such notice shall  not
be  given  later  than  five  days  after  the occurrence of such Change in
Control, and the Company shall give the holder  of this Note prompt written
notice of any material change in the terms or timing  of  such transaction.
The holder of this Note may require the Company to repay all or any portion
of the principal amount remaining on this Note at an amount  equal  to  the
greater  of (1) the principal amount requested to be repaid plus all unpaid
accrued interest  with  respect  to  such  principal amount, (2) the Market
Price (as of the date which is five trading days prior to the occurrence of
such  Change  in Control) of the Common Stock  into  which  such  principal
amount is convertible  on  such  date  or (3) the value of the Common Stock
into which such principal amount is convertible  as  of the consummation of
the  Change in Control reflected by the Change in Control  transaction,  by
giving written notice to the Company of such election prior to the later of
(a) 21  days  after receipt of the Company's notice and (b) five days prior
to the consummation  of the Change in Control (the "Expiration Date").  The
Company shall give prompt  written notice of any such election to all other
holders of Notes within five  days after the receipt thereof, and each such
holder shall have until the later  of  (a)  the  Expiration Date or (b) ten
days after receipt of such second notice to request repayment hereunder (by
giving written notice to the Company) of all or any  portion  of  the Notes
owned by such holder.

              (ii)  Upon receipt of such election(s), the Company shall  be
obligated  to  pay  the  amount  set  forth  in subparagraph (i) above with
respect to the Change in Control.  If any proposed  Change  in Control does
not  occur,  all  requests for repayment in connection therewith  shall  be
automatically rescinded,  or  if  there  has  been a material change in the
terms or the timing of the transaction, any holder  of  Notes  may  rescind
such  holder's  request  for  repayment  by  giving  written notice of such
rescission to the Company.

             (iii)  A "Change in Control" shall be deemed  to have occurred
at  such  time  as any of the following events shall occur: (a)  any  sale,
transfer or issuance  or  series  of  sales,  transfers and/or issuances of
Common Stock by the Compnay or any holders thereof  which  results  in  any
Person  or  group  of  Persons  (as  the  term  "group"  is  used under the
Securities  Exchange Act of 1934) owning more than 40% of the Common  Stock
outstanding immediately  after such sale, transfer or issuance or series of
sales,  transfers and/or issuances  or  (b)  during  any  12-month  period,
individuals  who  at the beginning of such period constituted the Company's
Board of Directors  (together with any new directors whose election by such
Board of Directors or  whose nomination for election by the stockholders of
the Company was approved  by  a  majority  vote  of  the directors who were
either  directors  at  the  beginning of such period or whose  election  or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the Company's Board of Directors then in office.

              (iv)  If a Fundamental  Change  is  proposed  to  occur,  the
Company  shall give written notice of such Fundamental Change describing in
reasonable  detail  the  material terms and date of consummation thereof to
the holder of this Note not  more  than 45 days nor less than 20 days prior
to the consummation of such Fundamental  Change, and the Company shall give
the holder of this Note prompt written notice of any material change in the
terms or timing of such transaction.  The  holder  of this Note may require
the Company to repay all or any portion of this Note  at an amount equal to
the greater of (1) the principal amount requested to be  prepaid  plus  all
unpaid  accrued  interest  with  respect  to such principal amount, (2) the
Market  Price  (as of the date which is five  trading  days  prior  to  the
occurrence of such  Fundamental Change) of the Common Stock into which such
principal amount is convertible on such date or (3) the value of the Common
Stock  into  which  such   principal   amount  is  convertible  as  of  the
consummation of the Fundamental Change reflected  by the Fundamental Change
transaction, by giving written notice to the Company of such election prior
to the later of (a) ten days prior to the consummation  of  the Fundamental
Change  or  (b)  ten  days  after receipt of notice from the Company.   The
Company shall give prompt written  notice  of  such  election  to all other
holders  of  Notes  (but  in  any  event  within  five  days  prior  to the
consummation  of  the  Fundamental Change), and each such holder shall have
until two days after the  receipt  of such notice to request redemption (by
written notice given to the Company)  of  all  or  any portion of the Notes
owned by such holder.

               (v)  Upon receipt of such election(s),  the Company shall be
obligated to repay the amount set forth in subparagraph (iv) above upon the
consummation  of  such  Fundamental  Change.   If any proposed  Fundamental
Change does not occur, all requests for repayment  in  connection therewith
shall be automatically rescinded, or if there has been a material change in
the terms or the timing of the transaction, any holder of Notes may rescind
such holder's request for redemption by delivering written  notice  thereof
to the Company prior to the consummation of the transaction.

              (vi)  The  term  "Fundamental  Change" means (a) any sale  or
transfer of more than 50% of the assets of the Company and its Subsidiaries
on a consolidated basis (measured either by book  value  in accordance with
generally accepted accounting principles consistently applied  or  by  fair
market  value  determined  in  the  reasonable  good  faith judgment of the
Company's board of directors) in any transaction or series  of transactions
(other than sales in the ordinary course of business) and (b) any merger or
consolidation to which the Company is a party, except for a merger in which
the Company is the surviving corporation, and after giving effect  to  such
merger,  no  Person  or group of Persons (as the term "group" is used under
the Securities Act of  1934)  owns  more  than   40%  of  the  Common Stock
outstanding immediately after such merger.

          (d)  CONVERSION.  Notwithstanding any provision contained in this
paragraph 2, the holder of this Note may convert all or any portion  of the
outstanding  principal  amount  of this Note until such time as such amount
has been deemed to have been paid.

          3.   PRO RATA PAYMENT.  Except as otherwise expressly provided in
this Note, all payments to the holders of the Notes (whether for principal,
interest or otherwise) shall be made pro rata among such holders based upon
the aggregate unpaid principal amount  of  the  Notes  held  by  each  such
holder.   If  any  holder of a Note obtains any payment (whether voluntary,
involuntary or otherwise)  of  principal,  interest  or  other  amount with
respect  to  any  Note  in  excess of such holder's pro rata share of  such
payments obtained by all holders  of  the  Notes  (other  than as expressly
provided  herein),  by  acceptance  of  a Note each such holder  agrees  to
purchase from the other holders of the Notes  a  participation in the Notes
held  by them as is necessary to cause such holders  to  share  the  excess
payment ratably among each of them as provided in this paragraph.

          4.   SUBORDINATION.   This Note is subordinated to the extent set
forth in the Subordination Agreement,  dated May 22, 1995, by and among the
original  Holder of this Note, Manufacturers  and  Traders  Trust  Company,
Marine Midland  Bank  and  the holders of the other Notes.  This Note shall
also be subordinated to the  extent  set  forth  in any other subordination
agreement entered into by the holders of the Notes.

          5.   EVENTS OF DEFAULT.

          (a)  DEFINITION.  For purposes of this Note,  an Event of Default
shall be deemed to have occurred if

               (i)  the Company fails to pay when due and  payable (whether
at maturity or otherwise) the full amount of interest then accrued  on  any
Note  or the full amount of any principal due on any Note, and such failure
to pay is not cured within five days after the occurrence thereof;

              (ii)  the  Company  fails  to  perform  or  observe any other
material  covenant or agreement in the Notes or in the Purchase  Agreement,
and such failure  is  not cured within 30 days after the earlier of (A) the
receipt of notice thereof  by  the holder of this Note or (B) the discovery
thereof by the Company;

             (iii)  any representation,  warranty  or information contained
in the Purchase Agreement or required to be furnished  to any holder of the
Notes  pursuant  to the Purchase Agreement, is false or misleading  in  any
material respect on the date made or furnished and such false or misleading
representation, warranty  or  information  relates  to  a  material adverse
effect on the Company and its Subsidiaries, taken as a whole,  or  fails to
disclose  a  material  adverse  change on the Company and its Subsidiaries,
taken as a whole; provided that, notwithstanding the foregoing, in the case
of  paragraph  5J  of  the  Purchase  Agreement,   any  occurrence,  event,
transaction or claim which results in any loss, damage  or  injury  to  the
Company  and its Subsidiaries in excess of $4,000,000 shall conclusively be
deemed to  have  material  adverse  effect and be a material adverse change
hereunder;

              (iv)  the  Company  or  any   Material  Subsidiary  makes  an
assignment for the benefit of creditors or admits  in writing its inability
to  pay its debts generally as they become due; or an  order,  judgment  or
decree  is  entered  adjudicating  the  Company  or any Material Subsidiary
bankrupt or insolvent; or any order for relief with  respect to the Company
or any Material Subsidiary is entered under the Federal Bankruptcy Code; or
the Company or any Material Subsidiary petitions or applies to any tribunal
for the appointment of a custodian, trustee, receiver  or liquidator of the
Company  or  any  Material Subsidiary, or of any substantial  part  of  the
assets  of  the Company  or  any  Material  Subsidiary,  or  commences  any
proceeding (other  than  a  proceeding  for  the  voluntary liquidation and
dissolution  of any Material Subsidiary) relating to  the  Company  or  any
Material  Subsidiary  under  any  bankruptcy  reorganization,  arrangement,
insolvency,  readjustment  of  debt,  dissolution or liquidation law of any
jurisdiction; or any such petition or application  is  filed,  or  any such
proceeding is commenced, against the Company or any Material Subsidiary and
either (A) the Company or any such Material Subsidiary by any act indicates
its  approval thereof, consent thereto or acquiescence therein or (B)  such
petition, application or proceeding is not dismissed within 60 days;

               (v)  a  judgment  in  excess of $500,000 is rendered against
the Company or any Material Subsidiary  and,  within  60  days  after entry
thereof,  such  judgment  is  not  discharged  in full or execution thereof
stayed pending appeal, or within 60 days after the  expiration  of any such
stay, such judgment is not discharged in full; or

              (vi)  the Company or any Material Subsidiary defaults  in the
performance of any obligation if the effect of such default is to cause  an
amount  exceeding $500,000 to become due prior to its stated maturity or to
permit the  holder  or  holders  of  such  obligation  to  cause  an amount
exceeding $500,000 to become due prior to its stated maturity.

          The  foregoing  shall  constitute Events of Default whatever  the
reason or cause for any such Event  of  Default and whether it is voluntary
or  involuntary or is effected by operation  of  law  or  pursuant  to  any
judgment,  decree or order of any court or any order, rule or regulation of
any administrative or governmental body.

          (b)  CONSEQUENCES OF EVENTS OF DEFAULT.

               (i)  If  any  Event  of  Default  of  the  type described in
subparagraph 5(a)(i), 5(a)(ii) or 5(a)(iii) (with respect to  paragraphs 5J
and 5X of the Purchase Agreement only) has occurred and is continuing,  the
interest  rate  on the Notes shall increase immediately to 15% or (if less)
to the highest rate  permitted by law and any increase of the interest rate
resulting from the operation of this subparagraph shall terminate as of the
close of business on the  date  on  which  no  Event of Default of the type
described in subparagraph 5(a)(i) or 5(a)(ii) exists (subject to subsequent
increases pursuant to this subparagraph).

              (ii)  If  any  Event  of  Default of the  type  described  in
subparagraph 5(a)(i), 5(a)(ii) or 5(a)(iii)  (with  respect to 5J and 5X of
the  Purchase  Agreement only) has occurred, the Conversion  Price  on  the
Notes shall be reduced immediately by 1/3 of the Conversion Price in effect
immediately prior  to  such  adjustment.  In no event shall such Conversion
Price adjustment be rescinded, and in no event shall there be more than one
adjustment pursuant to this subparagraph.

             (iii)  If  an Event  of  Default  of  the  type  described  in
subparagraph 5(a)(iv) has  occurred,  the aggregate principal amount of the
Notes (together with all accrued interest thereon and all other amounts due
and payable with respect thereto) shall  become immediately due and payable
without any action on the part of the holders of the Notes, and the Company
shall  immediately pay to the holders of the  Notes  all  amounts  due  and
payable with respect to the Notes.

              (iv)  If any Event of Default (other than an Event of Default
of the type  described  in  subparagraph  5(a)(iv))  has  occurred  and  is
continuing,  the  holder or holders of Notes representing a majority of the
aggregate principal amount of Notes then outstanding may declare all or any
portion of the outstanding principal amount of the Notes (together with all
accrued interest thereon and all other amounts due and payable with respect
thereto) to be immediately due and payable and may demand immediate payment
of all or any portion  of  the  outstanding  principal  amount of the Notes
(together with all such other amounts then due and payable)  owned  by such
holder  or  holders.   The  Company shall give prompt written notice of any
such  demand to the other holders  of  Notes,  each  of  which  may  demand
immediate  payment  of  all  or  any portion of such holder's Note.  If any
holder or holders of the Notes demand  immediate payment in accordance with
the terms hereof of all or any portion of  the  Notes,  the  Company  shall
immediately  pay to such holder or holders all amounts due and payable with
respect to such  Notes.   The  amount payable hereunder with respect to the
Notes shall be the greater of (1)  all  of  the  outstanding  principal and
accrued  interest  on such Notes and (2) the Market Price (as of  the  date
which is five trading  days prior to the date of payment); provided that to
the extent that the amount in clause (2) above exceeds the amount in clause
(1) above, all or a portion of such excess may, at the Company's option, be
paid in the form of Common  Stock (valued at the Market Price of the Common
Stock on such date) up to and  not  exceeding  a number of shares of Common
Stock equal to 20 multiplied by the average daily  trading  volume  of  the
Common  Stock  in the public markets for a period of 45 consecutive trading
days ending on such  date  and  the  remainder shall be paid in cash.  Such
shares  of  Common  Stock  shall  be applied  first  to  the  repayment  of
principal, then to interest.  Upon  issuance,  such  shares of Common Stock
shall be validly issued, fully paid and nonassessable.

               (v)  Each  holder  of the Notes shall also  have  any  other
rights  which such holder may have been  afforded  under  any  contract  or
agreement  at  any  time  and  any  other rights which such holder may have
pursuant to applicable law.

              (vi)  The  Company  hereby   waives  diligence,  presentment,
protest  and  demand  and  notice  of  protest  and  demand,  dishonor  and
nonpayment of this Note and expressly agrees that this Note, or any payment
hereunder, may be extended from time to time and that the holder hereof may
accept  security  for  this Note or release security  for  this  Note,  all
without in any way affecting the liability of the Company hereunder.

          6.   CONVERSION.

          (a)  CONVERSION PROCEDURE.

          (i)  At any time  and  from  time to time prior to the payment in
full of this Note the holder of this Note may convert all or any portion of
the outstanding principal amount of this  Note  into  a number of shares of
Conversion  Stock (excluding any fractional share) determined  by  dividing
the principal  amount  designated  by  such  holder  to be converted by the
Conversion Price then in effect.

         (ii)  Except as otherwise provided herein, each conversion of this
Note shall be deemed to have been effected as of the close  of  business on
the  date  on  which  this Note has been surrendered for conversion at  the
principal office of the  Company.  At the time any such conversion has been
effected, the rights of the  holder  of  this  Note  as  such holder to the
extent  of  the conversion shall cease and the Person or Persons  in  whose
name or names  any  certificate  or  certificates  for shares of Conversion
Stock are to be issued upon such conversion shall be  deemed to have become
the  holder  or  holders  of  record  of  the  shares  of Conversion  Stock
represented thereby.

        (iii)  Notwithstanding any other provision hereof,  if a conversion
of  any  portion  of  this Note is to be made in connection with  a  Public
Offering, a Change in Control,  a  Fundamental  Change or other transaction
affecting the Company, the conversion of any portion  of  this Note may, at
the election of the holder hereof, be conditioned upon the  consummation of
such transaction, in which case such conversion shall not be  deemed  to be
effective until such transaction has been consummated.

         (iv)  As  soon  as  possible after a conversion has been effected,
the Company shall deliver to the converting holder:

               (1)  a certificate  or  certificates representing the number
     of shares of Conversion Stock issuable by reason of such conversion in
     such  name  or names and such denomination  or  denominations  as  the
     converting holder has specified;

               (2)  payment  in  an  amount equal to the sum of all accrued
     interest with respect to the principal amount converted, which has not
     been paid prior thereto; and

               (3)  a new Note representing  any  portion  of the principal
     amount which was represented by the Note surrendered to the Company in
     connection with such conversion but which was not converted.

          (v)  The issuance of certificates for shares of Conversion  Stock
upon  conversion  of  this  Note shall be made without charge to the holder
hereof for any issuance tax in  respect  thereof  or other cost incurred by
the Company in connection with such conversion and  the related issuance of
shares  of  Conversion Stock.  Upon conversion of this  Note,  the  Company
shall take all  such  actions  as are necessary in order to insure that the
Conversion Stock issuable with respect  to such conversion shall be validly
issued, fully paid and nonassessable, free  and  clear of all taxes, liens,
charges and encumbrances with respect to the issuance thereof.

         (vi)  The Company shall not close its books  against  the transfer
of  Conversion Stock issued or issuable upon conversion of this Note.   The
Company shall assist and cooperate with any holder of this Note required to
make  any governmental filings or obtain any governmental approval prior to
or in connection  with  the  conversion  of this Note (including making any
filings required to be made by the Company).

        (vii)  The Company shall at all times  reserve and  keep  available
out  of its authorized but unissued shares of Conversion  Stock, solely for
the  purpose of issuance upon the conversion of the Notes, such  number  of
shares  of Conversion Stock issuable upon the conversion of all outstanding
Notes.  All  shares  of  Conversion Stock which are so issuable shall, when
issued, be duly and validly  issued,  fully paid and nonassessable and free
from all taxes, liens and charges.  The Company shall take all such actions
as may be necessary to assure that all  such shares of Conversion Stock may
be  so  issued  without  violation of any applicable  law  or  governmental
regulation or any requirements  of  any  domestic  securities exchange upon
which shares of Conversion Stock may be listed (except  for official notice
of issuance which shall be immediately delivered by the Company  upon  each
such issuance).

       (viii)  If  any  fractional  interest in a share of Conversion Stock
would, except for the provisions of this  subparagraph,  be  delivered upon
any  conversion  of  this  Note,  the  Company,  in lieu of delivering  the
fractional share therefor, shall pay an amount to  the holder thereof equal
to  the  Market  Price  of  such  fractional  interest as of  the  date  of
conversion.

          (b)  CONVERSION PRICE.

          (i)  The initial Conversion Price shall  be $16.00.   In order to
prevent  dilution  of the conversion rights granted under  the  Notes,  the
Conversion Price shall  be subject to adjustment from time to time pursuant
to this paragraph (b).

         (ii)  If  and  whenever   the  Company  issues  or  sells,  or  in
accordance with paragraph 6(c) is deemed  to have issued or sold, any share
of  Common Stock for a consideration per share  less  than  the  Conversion
Price  in effect immediately prior to such time, then immediately upon such
issue or sale or deemed issue or sale the Conversion Price shall be reduced
to the lowest  net  price  per  share  (as determined pursuant to paragraph
6(c)(v) below) at which any such share of  Common  Stock has been issued or
sold or is deemed to have been issued or sold.

        (iii)  Notwithstanding the foregoing, there  shall be no adjustment
to  the Conversion Price hereunder with respect to the  granting  of  stock
options  to  employees  or directors of the Company and its Subsidiaries or
the exercise thereof or the  granting of stock appreciation rights, phantom
stock rights or other similar  rights  to  employees  or  directors  of the
Company  for  (or  rights  relating to) an aggregate of 1,586,702 shares of
Common Stock (976,594 options  being currently outstanding) (as such number
of  shares  is  equitably  adjusted  for  subsequent  stock  splits,  stock
combinations, stock dividends  and  recapitalizations and such number shall
include all stock options outstanding  as  of  the  date  of  the  Purchase
Agreement).

          (c)  EFFECT  ON CONVERSION PRICE OF CERTAIN EVENTS.  For purposes
of determining the adjusted  Conversion  Price  under  paragraph  6(b), the
following shall be applicable:

          (i)  ISSUANCE OF RIGHTS OR OPTIONS.  If the Company in any manner
grants or sells any Option and the lowest price per share for which any one
share of Common Stock is issuable upon the exercise of any such Option,  or
upon  conversion  or  exchange  of  any  Convertible Security issuable upon
exercise of any such Option, is less than  the  Conversion  Price in effect
immediately prior to the time of the granting or sale of such  Option, then
such  share of Common Stock shall be deemed to be outstanding and  to  have
been issued  and sold by the Company at the time of the granting or sale of
such Option for  such price per share.  For purposes of this paragraph, the
"lowest price per  share  for  which  any  one  share  of  Common  Stock is
issuable"  shall be equal to the sum of the lowest amounts of consideration
(if any) received  or  receivable  by  the  Company with respect to any one
share  of  Common  Stock  upon the granting or sale  of  the  Option,  upon
exercise of the Option and  upon  conversion or exchange of any Convertible
Security issuable upon exercise of  such  Option.  No further adjustment of
the Conversion Price shall be made upon the  actual  issue  of  such Common
Stock  or  such  Convertible Security upon the exercise of such Options  or
upon the actual issue  of  such Common Stock upon conversion or exchange of
such Convertible Security.

         (ii)  ISSUANCE OF CONVERTIBLE  SECURITIES.   If the Company in any
manner issues or sells any Convertible Security and the  lowest  price  per
share  for  which any one share of Common Stock is issuable upon conversion
or exchange thereof is less than the Conversion Price in effect immediately
prior to the  time  of  such issue or sale, then such share of Common Stock
shall be deemed to be outstanding  and  to have been issued and sold by the
Company at the time of the issuance or sale  of such Convertible Securities
for such price per share.  For the purposes of  this paragraph, the "lowest
price per share for which any one share of Common  Stock is issuable" shall
be  equal  to  the  sum  of  the lowest amounts of consideration  (if  any)
received or receivable by the  Company  with  respect  to  any one share of
Common Stock upon the issuance or sale of the Convertible Security and upon
the  conversion  or  exchange  of  such  Convertible Security.  No  further
adjustment of the Conversion Price shall be  made  upon the actual issue of
such Common Stock upon conversion or exchange of any  Convertible Security,
and  if any such issue or sale of such Convertible Security  is  made  upon
exercise  of  any Options for which adjustments of the Conversion Price had
been or are to  be  made pursuant to other provisions of this Section 6, no
further adjustment of  the Conversion Price shall be made by reason of such
issue or sale.

        (iii)  CHANGE IN  OPTION PRICE OR CONVERSION RATE.  If the purchase
price provided for in any Option,  the  additional  consideration  (if any)
payable  upon the issue, conversion or exchange of any Convertible Security
or the rate  at  which  any  Convertible  Security  is  convertible into or
exchangeable for Common Stock changes at any time, the Conversion  Price in
effect  at  the  time  of  such change shall be adjusted immediately to the
Conversion Price which would  have  been  in  effect  at such time had such
Option  or  Convertible  Security  originally  provided  for  such  changed
purchase price, additional consideration or conversion rate,  as  the  case
may  be,  at  the  time initially granted, issued or sold.  For purposes of
paragraph 6(c), if the  terms  of  any Option or Convertible Security which
was outstanding as of the date of issuance  of this Note are changed in the
manner described in the immediately preceding sentence, then such Option or
Convertible Security and the Common Stock deemed  issuable  upon  exercise,
conversion  or exchange thereof shall be deemed to have been issued  as  of
the date of such  change;  provided  that  no such change shall at any time
cause the Conversion Price hereunder to be increased.

         (iv)  TREATMENT  OF EXPIRED OPTIONS  AND  UNEXERCISED  CONVERTIBLE
SECURITIES.  Upon the expiration  of  any  Option or the termination of any
right to convert or exchange any Convertible  Security without the exercise
of any such Option or right, the Conversion Price  then in effect hereunder
shall be adjusted immediately to the Conversion Price which would have been
in effect at the time of such expiration or termination  had such Option or
Convertible Security, to the extent outstanding immediately  prior  to such
expiration  or  termination,  never  been  issued;  provided  that  if such
expiration  or  termination  would  result in an increase in the Conversion
Price then in effect, such increase shall  not  be  effective until 30 days
after written notice thereof has been given to all holders  of  the  Notes.
For purposes of paragraph 6(c), the expiration or termination of any Option
or Convertible Security which was outstanding as of the date of issuance of
the  Notes  shall  not  cause the Conversion Price hereunder to be adjusted
unless, and only to the extent  that,  a change in the terms of such Option
or Convertible Security caused it to be  deemed  to  have been issued after
the date of issuance of the Notes.

          (v)  CALCULATION OF CONSIDERATION RECEIVED.  If any Common Stock,
Option  or Convertible Security is issued or sold or deemed  to  have  been
issued or  sold  for  cash,  the  consideration  received therefor shall be
deemed to be the amount received by the Company therefor (net of discounts,
commissions  and  related  expenses).   If  any  Common  Stock,  Option  or
Convertible Security is issued or sold for a consideration other than cash,
the  amount of the consideration other than cash received  by  the  Company
shall   be  the  fair  value  of  such  consideration,  except  where  such
consideration   consists  of  securities,  in  which  case  the  amount  of
consideration received  by the Company shall be the Market Price thereof as
of  the date of receipt.   If  any  Common  Stock,  Option  or  Convertible
Security  is issued to the owners of the non-surviving entity in connection
with any merger  in  which  the  Company  is the surviving corporation, the
amount of consideration therefor shall be deemed  to  be  the fair value of
such portion of the net assets and business of the non-surviving  entity as
is  attributable  to such Common Stock, Option or Convertible Security,  as
the case may be.  The  fair  value of any consideration other than cash and
securities shall be determined  jointly by the Company and the holders of a
majority of the principal amount  of  the  Notes then outstanding.  If such
parties are unable to reach agreement within  a  reasonable period of time,
the fair value of such consideration shall be determined  by an independent
appraiser  experienced  in  valuing  such  type  of  consideration  jointly
selected  by  the Company and the holders of a majority  of  the  principal
amount of the Notes then outstanding.   The determination of such appraiser
shall be final  and  binding upon the parties, and the fees and expenses of
such appraiser shall be borne by the Company.

         (vi)  INTEGRATED  TRANSACTIONS.   In  case any Option is issued in
connection  with  the  issue or sale of other securities  of  the  Company,
together  comprising  one  integrated  transaction  in  which  no  specific
consideration is allocated  to  such  Option  by  the  parties thereto, the
Option shall be deemed to have been issued for a consideration of $.01.

        (vii)  TREASURY  SHARES.   The  number  of shares of  Common  Stock
outstanding at any given time shall not include shares  owned or held by or
for  the account of the Company or any Subsidiary, and the  disposition  of
any shares  so owned or held shall be considered an issue or sale of Common
Stock.

       (viii)  RECORD  DATE.   If the Company takes a record of the holders
of Common Stock for the purpose of entitling them (a) to receive a dividend
or other distribution payable in  Common  Stock,  Options or in Convertible
Securities  or (b) to subscribe for or purchase Common  Stock,  Options  or
Convertible Securities,  then  such  record  date shall be deemed to be the
date of the issue or sale of the shares of Common Stock deemed to have been
issued or sold upon the declaration of such dividend  or upon the making of
such  other  distribution  or  the date of the granting of  such  right  of
subscription or purchase, as the case may be.

          (d)  SUBDIVISION OR COMBINATION  OF COMMON STOCK.  If the Company
at   any   time   subdivides   (by   any  stock  split,   stock   dividend,
recapitalization  or otherwise) one or  more  classes  of  its  outstanding
shares of Common Stock  into  a  greater  number  of shares, the Conversion
Price   in   effect  immediately  prior  to  such  subdivision   shall   be
proportionately  reduced,  and  if  the  Company  at  any time combines (by
reverse  stock split or otherwise) one or more classes of  its  outstanding
shares of  Common  Stock  into  a  smaller number of shares, the Conversion
Price  in  effect  immediately  prior  to   such   combination   shall   be
proportionately increased.

          (e)  REORGANIZATION,  RECLASSIFICATION,  CONSOLIDATION, MERGER OR
SALE.      Any    recapitalization,    reorganization,    reclassification,
consolidation,  merger,  sale  of all or substantially all of the Company's
assets or other transaction, in  each  case  which  is  effected  in such a
manner  that  the  holders  of Common Stock are entitled to receive (either
directly or upon subsequent liquidation)  stock,  securities or assets with
respect to or in exchange for Common Stock, is referred  to  herein  as  an
"Organic  Change".   Prior  to  the consummation of any Organic Change, the
Company shall make lawful and adequate  provision  (in  form  and substance
satisfactory  to the holders of a majority of the principal amount  of  the
Notes then outstanding)  to  insure  that  each of the holders of the Notes
shall thereafter have the right to acquire and  receive,  in  lieu of or in
addition to (as the case may be) the shares of Conversion Stock immediately
theretofore acquirable and receivable upon the conversion of such  holder's
Note, such shares of stock, securities or assets as such holder would  have
received  in  connection  with  such  Organic  Change  if  such  holder had
converted its Note immediately prior to such Organic Change.  In each  such
case,  the  Company  shall  also  make  appropriate provisions (in form and
substance satisfactory to the holders of a majority of the principal amount
of  the  Notes then outstanding) to insure  that  the  provisions  of  this
Section 6 and Sections 7 and 8 hereof shall thereafter be applicable to the
Notes in relation  to  any shares of stock, securities or assets thereafter
deliverable upon conversion  of  the  Notes  (including, in the case of any
such  consolidation,  merger  or  sale  in which the  successor  entity  or
purchasing entity is other than the Company, an immediate adjustment of the
Conversion Price to the value for the Common  Stock  reflected by the terms
of  such  consolidation,  merger  or  sale,  and a corresponding  immediate
adjustment  in  the  number of shares of Conversion  Stock  acquirable  and
receivable upon conversion of Notes, if the value so reflected is less than
the Conversion Price in  effect  immediately  prior  to such consolidation,
merger  or  sale).   The  Company shall not effect any such  consolidation,
merger or sale, unless prior  to  the  consummation  thereof, the successor
entity (if other than the Company) resulting from consolidation  or  merger
or the entity purchasing such assets assumes by written instrument (in form
and  substance  satisfactory  to the holders of a majority of the principal
amounts of the Notes then outstanding),  the  obligation to deliver to each
such holder such shares of stock, securities or  assets  as,  in accordance
with the foregoing provisions, such holder may be entitled to acquire.

          (f)  CERTAIN   EVENTS.    If   any   event  occurs  of  the  type
contemplated by the provisions of this Section 6 but not expressly provided
for  by  such  provisions  (including  the granting of  stock  appreciation
rights, phantom stock rights or other rights  with  equity  features), then
the  Company's  board of directors shall make an appropriate adjustment  in
the Conversion Price  so  as to protect the rights of the holders of Notes;
provided that no such adjustment  shall  increase  the  Conversion Price as
otherwise determined pursuant to this Section 6 or decrease  the  number of
shares  of  Conversion  Stock  issuable  upon  conversion of the Notes then
outstanding.

          (g)  NOTICES.

          (i)  Immediately upon any adjustment of the Conversion Price, the
Company  shall  give written notice thereof to the  holder  of  this  Note,
setting forth in  reasonable  detail and certifying the calculation of such
adjustment.

         (ii)  The Company shall  give written notice to the holder of this
Note at least 20 days prior to the  date  on  which  the Company closes its
books  or takes a record (a) with respect to any dividend  or  distribution
upon Common  Stock,  (b) with respect to any pro rata subscription offer to
holders of Common Stock  or (c) for determining rights to vote with respect
to any Organic Change, dissolution or liquidation.

        (iii)  The Company shall also give written notice to the holders of
Series A Preferred at least  20 days prior to the date on which any Organic
Change shall take place.

          (h)  MANDATORY CONVERSION.   The  outstanding principal amount of
this Note will be automatically converted to Common Stock at the Conversion
Price then in effect without any further action  on the part of the Company
or  the holder hereof if, at any time after May 22,  1997,  (i)  the  daily
trading  volume of the Common Stock in the public markets exceeds 5% of the
number  of   shares  of  Common  Stock  issuable  upon  conversion  of  all
outstanding Notes  for  each of 45 consecutive trading days, (ii) no holder
of any Note is subject to any underwriters lockup agreement restricting the
transferability of the shares  of Conversion Stock issuable upon conversion
of such Notes and (iii) the Market  Price of the Common Stock on any of the
anniversary dates of the issuance of  the  Notes  set forth below equals or
exceeds the corresponding price set forth below (subject  to adjustment for
stock splits, stock consolidations and stock dividends):

                    2nd Anniversary     $32.00
                    3rd Anniversary     $32.00
                    4th Anniversary     $39.06
                    5th Anniversary     $39.81
                    6th Anniversary     $47.78
                    7th Anniversary     $57.33

          In  the  event  that any measurement of the market price  of  the
Common Stock is to occur on a date between two anniversary dates, the share
price amounts above shall be  prorated  (based  upon  the  number  of  days
elapsed between such anniversary dates).

          (i)  AUTOMATIC CONVERSION TO SERIES A PREFERRED.

          (a)  Upon  filing  of  the Certificate of Designation authorizing
the Company's Series A Preferred Stock,  par  value  $1.00  (the  "Series A
Preferred")  with  the  Secretary  of  State  of  Delaware, the Notes shall
automatically  convert  (without  any further action on  the  part  of  the
Company or the holders of the Notes)  to  the  number of shares of Series A
Preferred determined by dividing the principal amount  then  outstanding by
$1,000.   Any  fraction  thereof  shall  be  converted  to  a corresponding
fractional  share  of Series A Preferred.  At the time of such  conversion,
the rights of the holder of this Note shall cease and the Person or Persons
in whose name or names any certificate or certificates for shares of Series
A Preferred are to be  issued  upon such conversion shall be deemed to have
become the holder or holders of  record of the shares of Series A Preferred
represented thereby.

          (b)  As soon as possible after such conversion has been effected,
the Company shall deliver to the converting  holder  in  exchange  for such
holder's Note:

               (1)  a  certificate  or certificates representing the number
     of shares of Series A Preferred  issuable by reason of such conversion
     in such name or names and such denomination  or  denominations  as the
     holder has specified; and

               (2)  payment  in  an  amount equal to the sum of all accrued
     interest  with respect to the Note  which  has  not  been  paid  prior
     thereto.

          (c)  The  issuance of a certificate or certificates for shares of
Series A Preferred upon  conversion  of  this  Note  shall  be made without
charge  to  the  holder  hereof for any issuance tax in respect thereof  or
other cost incurred by the  Company  in connection with such conversion and
the related issuance of Series A Preferred.   Upon conversion of this Note,
the Company shall take all such actions as are necessary in order to insure
that the Series A Preferred issuable with respect  to such conversion shall
be  validly issued, full, paid and nonassessable, free  and  clear  of  all
taxes,  liens,  changes  and  encumbrances  with  respect  to  the issuance
thereof.

          (d)  Upon  conversion,  the  holder  of  this Note shall promptly
surrender this Note to the Company for cancellation.

          (e)  The Company shall assist and cooperate  with  any  holder of
this  Note  required  to  make  any  governmental  filings  or  obtain  any
governmental approval prior to or in connection with the conversion of this
Note  into  Series A Preferred (including making any filings required to be
made by the Company).

          7.   LIQUIDATING  DIVIDENDS.   If the Company declares a dividend
upon the Common Stock payable otherwise than  in  cash  out  of earnings or
earned surplus (determined in accordance with generally accepted accounting
principles,  consistently applied) except for a stock dividend  payable  in
shares of Common  Stock  (a "Liquidating Dividend"), then the Company shall
pay  to  the holder of this  Note  at  the  time  of  payment  thereof  the
Liquidating  Dividend which would have been paid to the holder of this Note
on the Conversion  Stock  had  this  Note  been fully converted immediately
prior to the date on which a record is taken  for such Liquidating Dividend
or,  if  no record is taken, the date as of which  the  record  holders  of
Common Stock entitled to such dividends are to be determined.

          8.   PURCHASE  RIGHTS.  If at any time the Company grants, issues
or sells any Options, Convertible  Securities  or rights to purchase stock,
warrants, securities or other property pro rata  to  the  record holders of
Common Stock (the "Purchase Rights"), then each holder of the  Notes  shall
be  entitled to acquire, upon the terms applicable to such Purchase Rights,
the aggregate Purchase Rights which such holder could have acquired if such
holder  had  held  the number of shares of Conversion Stock acquirable upon
conversion of such holder's  Note  immediately  before  the date on which a
record is taken for the grant, issuance or sale of such Purchase Rights or,
if  no  such  record is taken, the date as of which the record  holders  of
Common Stock are  to  be  determined  for  the grant, issue or sale of such
Purchase Rights.

          9.   AMENDMENT  AND  WAIVER.   Except   as   otherwise  expressly
provided herein, the provisions of the Notes may be amended and the Company
may take any action herein prohibited, or omit to perform  any  act  herein
required  to  be  performed  by  it,  only  if the Company has obtained the
written consent of the holders of a majority  of  the outstanding principal
amount of the Notes; provided that no such action shall change (i) the rate
at which or the manner in which interest accrues on  the Notes or the times
at which such interest becomes payable, (ii) any provision  relating to the
scheduled  payments or prepayments of principal on the Notes or  (iii)  the
Conversion Price of the Notes or the number of shares or the class of stock
into which the  Notes  are  convertible, without the written consent of the
holders at least 66% of the outstanding principal amount of the Notes.

          10.  DEFINITIONS.   For  purposes  of  the  Notes,  the following
capitalized terms have the following meaning.

          "COMMON STOCK" means the Company's Common Stock, par  value $.015
per share, and any capital stock of any class of the Company which  is  not
limited  to  a fixed sum or percentage of par or stated value in respect to
the rights of  the  holders  thereof  to participate in dividends or in the
distribution of assets upon any liquidation,  dissolution  or winding up of
the Company.

          "CONVERTIBLE  SECURITIES"  means  any stock or securities  (other
than Options) directly or indirectly convertible  into  or exchangeable for
Common Stock.

          "CONVERSION STOCK" means shares of the Company's  authorized  but
unissued Common Stock, par value $.015 per share; provided that if there is
a change such that the securities issuable upon conversion of the Notes are
issued  by  an  entity  other  than the Company or there is a change in the
class of securities so issuable,  then  the  term  "Conversion Stock" shall
mean one share of the security issuable upon conversion  of  this  Note  if
such  security  is  issuable  in shares, or shall mean the smallest unit in
which such security is issuable if such security is not issuable in shares.

          "MARKET PRICE" of any  publicly traded security means the average
of the closing prices of such security's  sales on all securities exchanges
on which such security may at the time be listed,  or, if there has been no
sales on any such exchange on any day, the average of  the  highest bid and
lowest asked prices on all such exchanges at the end of such day, or, if on
any  day  such security is not so listed, the average of the representative
bid and asked  prices quoted in the NASDAQ System as of 4:00 P.M., New York
time, or, if on  any  day such security is not quoted in the NASDAQ System,
the average of the highest  bid  and lowest asked prices on such day in the
domestic over-the-counter market as  reported  by  the  National  Quotation
Bureau,  Incorporated, or any similar successor organization, in each  such
case averaged  over  a  period of 15 days consisting of the day as of which
"Market Price" is being determined  and  the  14  consecutive business days
prior to such day.  "MARKET PRICE" of any security  which  is  not publicly
traded  means the fair value thereof determined jointly by the Company  and
the holders of a majority of the outstanding principal amount of the Notes;
provided  that  if  such  parties  are  unable  to reach agreement within a
reasonable  period  of  time, such fair value shall  be  determined  by  an
appraiser jointly selected  by the Company and the holders of a majority of
the outstanding principal amount  of  the  Notes without application of any
minority or blockage discounts.  The determination  of such appraiser shall
be final and binding upon the parties, and the fees and  expenses  of  such
appraiser shall be borne by the Company.

          "OPTIONS"  means  any  rights  or  options  to  subscribe  for or
purchase Common Stock or Convertible Securities.

          "PERSON"  means  an  individual, a partnership, a corporation,  a
limited liability company, an association,  a joint stock company, a trust,
a joint venture, an unincorporated organization  and  a governmental entity
or any department, agency or political subdivision thereof.

          "PUBLIC  OFFERING"  means  any  offering  by the Company  of  its
capital stock or equity securities to the public pursuant  to  an effective
registration statement under the Securities Act of 1933, as then in effect,
or  any  comparable  statement  under  any similar federal statute then  in
force.

          "SUBSIDIARY" means, with respect  to any Person, any corporation,
limited  liability  company,  partnership, association  or  other  business
entity of which (i) if a corporation,  a majority of the total voting power
of  shares  of stock entitled (without regard  to  the  occurrence  of  any
contingency)  to  vote  in  the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by that
Person  or one or more of the  other  Subsidiaries  of  that  Person  or  a
combination  thereof,  or (ii) if a limited liability company, partnership,
association or other business  entity,  a  majority  of  the partnership or
other  similar  ownership  interest  thereof  is  at  the  time  owned   or
controlled,   directly  or  indirectly,  by  any  Person  or  one  or  more
Subsidiaries of that Person or a combination thereof.  For purposes hereof,
a Person or Persons  shall  be deemed to have a majority ownership interest
in a limited liability company,  partnership, association or other business
entity if such Person or Persons shall  be  allocated a majority of limited
liability company, partnership, association or  other business entity gains
or losses or shall be or control any managing director  or  general partner
of  such  limited  liability  company,  partnership,  association or  other
business entity.

          11.  CANCELLATION.  After all principal and accrued  interest  at
any  time  owed  on  this  Note  has  been paid in full, this Note shall be
surrendered to the Company for cancellation and shall not be reissued.

          12.  PAYMENTS.  Unless otherwise  expressly  provided herein, all
payments to be made to the holders of the Notes shall be made in the lawful
money of the United States of America in immediately available funds.

          13.  PLACE OF PAYMENT.  Payments of principal  and interest shall
be delivered to ______ at the following address:

                         c/o Fleet Equity Partners
                         Mail Stop:  RI MO 227
                         111 Westminster Street
                         Providence, RI  02903
                         Attention:  Robert Van Degna

or  to  such  other  address  or to the attention of such other  person  as
specified by prior written notice to the Company.

          14.  BUSINESS DAYS.   If  any  payment is due, or any time period
for giving notice or taking action expires,  on  a day which is a Saturday,
Sunday  or legal holiday in the State of New York or  the  State  of  Rhode
Island, the  payment shall be due and payable on, and the time period shall
automatically  be  extended to, the next business day immediately following
such Saturday, Sunday  or  legal  holiday,  and  interest shall continue to
accrue at the required rate hereunder until any such payment is made.

          15.  USURY  LAWS.  It is the intention of  the  Company  and  the
holder of this Note to conform strictly to all applicable usury laws now or
hereafter in force, and  any  interest  payable  under  this  Note shall be
subject  to  reduction  to  the  amount not in excess of the maximum  legal
amount  allowed  under  the applicable  usury  laws  as  now  or  hereafter
construed by the courts having  jurisdiction  over  such  matters.   If the
maturity of this Note is accelerated by reason of an election by the holder
hereof  resulting  from  an  Event  of Default, voluntary prepayment by the
Company or otherwise, then earned interest  may never include more than the
maximum  amount  permitted  by law, computed from  the  date  hereof  until
payment, and any interest in  excess of the maximum amount permitted by law
shall be canceled automatically  and,  if  theretofore  paid,  shall at the
option of the holder hereof either be rebated to the Company or credited on
the principal amount of this Note, or if this Note has been paid,  then the
excess  shall  be  rebated  to  the Company.  The aggregate of all interest
(whether designated as interest,  service  charges,  points  or  otherwise)
contracted  for,  chargeable  or receivable under this Note shall under  no
circumstances exceed the maximum  legal  rate  upon  the  unpaid  principal
balance  of this Note remaining unpaid from time to time.  If such interest
does exceed  the  maximum legal rate, it shall be deemed a mistake and such
excess shall be canceled automatically and, if theretofore paid, rebated to
the Company or credited  on  the  principal amount of this Note, or if this
Note has been repaid, then such excess shall be rebated to the Company.

          16.  NOTICES.  All notices, demands or other communications to be
given or delivered under or by reason  of the provisions of this Note shall
be given in accordance with paragraph 7L of the Purchase Agreement.
                         *   *   *   *   *
<PAGE>

          IN WITNESS WHEREOF, the Company  has  executed and delivered this
Note on May 22, 1995.


                                   ACC CORP.


Attest                             By /s/ Michael R. Daley

/s/ Francis D.R. Coleman           Its EVP and CFO


