
                            EXHIBIT 4-6

                             ACC CORP.

                      REGISTRATION AGREEMENT


          THIS  AGREEMENT  is made as of May 22, 1995, between ACC Corp., a
Delaware corporation (the "Company"), Fleet Venture Resources, Inc. ("Fleet
Venture"), Fleet Equity Partners  VI,  L.P.  ("Fleet  Equity") and Chisholm
Partners II, L.P. ("Chisholm").

          The parties to this Agreement are parties to  a  Note and Warrant
Purchase  Agreement  of even date herewith (the "Purchase Agreement").   In
order to induce Fleet  Venture, Fleet Equity and Chisholm (the "Investors")
to enter into the Purchase Agreement, the Company has agreed to provide the
registration  rights set  forth  in  this  Agreement.   The  execution  and
delivery of this Agreement is a condition to the Closing under the Purchase
Agreement.  Unless  otherwise provided in this Agreement, capitalized terms
used herein shall have the meanings set forth in paragraph 8 hereof.

          The parties hereto agree as follows:

          1.   DEMAND REGISTRATIONS.

          (a)  REQUESTS  FOR  REGISTRATION.   At any time, the holders of a
majority of the Registrable Securities may request  registration  under the
Securities  Act  of  all or any portion of their Registrable Securities  on
Form S-1 or any similar long-form registration ("Long-Form Registrations"),
and the holders of a majority  of  the  Registrable  Securities may request
registration  under  the  Securities  Act  of all or any portion  of  their
Registrable  Securities  on  Form  S-2  or S-3 or  any  similar  short-form
registration ("Short-Form Registrations")  if  available. All registrations
requested pursuant to this paragraph 1(a) are referred to herein as "Demand
Registrations".  Each request for a Demand Registration  shall  specify the
approximate number of Registrable Securities requested to be registered and
the anticipated per share price range for such offering.  Within  ten  days
after receipt of any such request, the Company shall give written notice of
such  requested registration to all other holders of Registrable Securities
and shall  include  in  such  registration  all Registrable Securities with
respect to which the Company has received written  requests  for  inclusion
therein within 15 days after the receipt of the Company's notice.

          (b)  LONG-FORM   REGISTRATIONS.    The   holders  of  Registrable
Securities  shall  be  entitled to request two Long-Form  Registrations  in
which the Company shall  pay  all  Registration Expenses; provided that the
aggregate  offering value of the Registrable  Securities  requested  to  be
registered in any Long-Form Registration must equal at least $7,500,000.  A
registration   shall   not   count   as  one  of  the  permitted  Long-Form
Registrations until it has become effective; provided that in any event the
Company  shall  pay  all  Registration  Expenses  in  connection  with  any
registration initiated as a Long-Form Registration  whether  or  not it has
become  effective.   All  Long-Form  Registrations  shall  be  underwritten
registrations.

          (c)  SHORT-FORM  REGISTRATIONS.   In  addition  to  the Long-Form
Registrations  provided  pursuant  to  paragraph 1(b), the holders  of  the
Registrable  Securities  shall  be  entitled  to  request  five  Short-Form
Registrations in which the Company shall  pay  all  Registration  Expenses;
provided  that  the  aggregate offering value of the Registrable Securities
requested to be registered  in  any  Short-Form  Registration must equal at
least  $5,000,000.  Demand Registrations shall be Short-Form  Registrations
whenever  the  Company  is permitted to use any applicable short form.  The
Company  shall  use  its best  efforts  to  make  Short-Form  Registrations
available for the sale of Registrable Securities.  A registration shall not
count as one of the permitted  Short-Form Registrations until it has become
effective;  provided  that  in  any   event   the  Company  shall  pay  all
Registration Expenses in connection with any registration  initiated  as  a
Short-Form Registration whether or not it has become effective.


          (d)  PRIORITY  ON  DEMAND  REGISTRATIONS.   The Company shall not
include in any Demand Registration any securities which are not Registrable
Securities without the prior written consent of the holders  of  a majority
of  the Registrable Securities included in such registration.  If a  Demand
Registration  is  an  underwritten  offering  and the managing underwriters
advise  the  Company  in  writing  that  in  their opinion  the  number  of
Registrable  Securities  and,  if  permitted  hereunder,  other  securities
requested to be included in such offering exceeds the number of Registrable
Securities and other securities, if any, which  can  be  sold in an orderly
manner in such offering within a price range acceptable to the holders of a
majority  of the Registrable Securities initially requesting  registration,
the Company  shall  include  in such registration prior to the inclusion of
any  securities  which  are  not  Registrable   Securities  the  number  of
Registrable Securities requested to be included which  in  the  opinion  of
such  underwriters  can be sold in an orderly manner within the price range
of such offering, pro  rata  among  the  respective  holders thereof on the
basis of the amount of Registrable Securities owned by  each  such  holder.
Any Persons other than holders of Registrable Securities who participate in
Demand Registrations which are not at the Company's expense must pay  their
share of the Registration Expenses as provided in paragraph 5 hereof.

          (e)  RESTRICTIONS  ON LONG-FORM REGISTRATIONS.  The Company shall
not be obligated to effect any Long-Form Registration within 180 days after
the effective date of a previous Long-Form Registration.

          (f)  SELECTION OF UNDERWRITERS.  The holders of a majority of the
Registrable Securities included  in  any Demand Registration shall have the
right to select the investment banker(s)  and  manager(s) to administer the
offering, subject to the Company's approval which shall not be unreasonably
withheld.

          2.   PIGGYBACK REGISTRATIONS.

          (a)  RIGHT  TO  PIGGYBACK.   Whenever  the  Company  proposes  to
register  any  of  its  securities  under the Securities  Act  (other  than
pursuant  to a Demand Registration and  other  than  for  employee  benefit
plans,  stock   purchase  plan,  or  shares  issuable  upon  conversion  of
Convertible Securities)  and  the  registration form to be used may be used
for   the   registration   of   Registrable    Securities   (a   "Piggyback
Registration"), the Company shall give prompt written  notice (in any event
within three business days after its receipt of notice of  any  exercise of
demand registration rights other than under this Agreement) to all  holders
of  Registrable  Securities  of its intention to effect such a registration
and  shall include in such registration  all  Registrable  Securities  with
respect  to  which  the Company has received written requests for inclusion
therein within 20 days after the receipt of the Company's notice.

          (b)  PIGGYBACK   EXPENSES.   The  Registration  Expenses  of  the
holders of Registrable Securities  shall  be  paid  by  the  Company in all
Piggyback Registrations.

          (c)  PRIORITY   ON   PRIMARY   REGISTRATIONS.    If  a  Piggyback
Registration  is  an  underwritten  primary registration on behalf  of  the
Company, and the managing underwriters  advise  the Company in writing that
in their opinion the number of securities requested  to be included in such
registration exceeds the number which can be sold in an  orderly  manner in
such  offering  within a price range acceptable to the Company, the Company
shall include in  such  registration  (i) first, the securities the Company
proposes to sell, (ii) second, the Registrable  Securities  requested to be
included  in  such  registration,  pro  rata  among  the  holders  of  such
Registrable  Securities on the basis of the number of shares owned by  each
such holder, and  (iii) third, other securities requested to be included in
such registration.

          (d)  PRIORITY   ON   SECONDARY  REGISTRATIONS.   If  a  Piggyback
Registration is an underwritten secondary registration on behalf of holders
of  the Company's securities, and  the  managing  underwriters  advise  the
Company in writing that in their opinion the number of securities requested
to be included in such registration exceeds the number which can be sold in
an orderly  manner  in such offering within a price range acceptable to the
holders initially requesting  such  registration, the Company shall include
in such registration (i) first, the securities  requested  to  be  included
therein  by  the  holders  requesting such registration and the Registrable
Securities requested to be included  in  such  registration, pro rata among
the holders of such securities on the basis of the  number of securities so
requested  to  be  included  therein,  and  (ii)  second, other  securities
requested to be included in such registration.

          (e)  OTHER REGISTRATIONS.  If the Company  has previously filed a
registration statement with respect to Registrable Securities  pursuant  to
paragraph  1  or  pursuant  to  this  paragraph  2,  and  if  such previous
registration  has  not  been withdrawn or abandoned, the Company shall  not
file or cause to be effected  any  other  registration of any of its equity
securities or securities convertible or exchangeable  into  or  exercisable
for its equity securities under the Securities Act (except on Form  S-8  or
any  successor  form),  whether  on its own behalf or at the request of any
holder or holders of such securities,  until  a  period of at least 90 days
has elapsed from the effective date of such previous registration.

          3.   HOLDBACK AGREEMENTS.

          (a)  Each holder of Registrable Securities  shall  not effect any
public  sale  or  distribution  (including sales pursuant to Rule  144)  of
equity securities of the Company,  or  any  securities  convertible into or
exchangeable  or  exercisable  for such securities, during the  seven  days
prior to and the 90-day period beginning  on  the  effective  date  of  any
underwritten  registration of the Company's Common Stock (except as part of
such underwritten  registration),  unless  the  underwriters  managing  the
registered public offering otherwise agree.

          (b)  The Company shall not effect any public sale or distribution
of   its   equity   securities,  or  any  securities  convertible  into  or
exchangeable or exercisable  for  such  securities,  during  the seven days
prior  to and during the 90-day period beginning on the effective  date  of
any  underwritten   Demand   Registration  or  any  underwritten  Piggyback
Registration (except as part of  such underwritten registration or pursuant
to  registrations  on  Form  S-8  or  any   successor   form),  unless  the
underwriters managing the registered public offering otherwise agree.

          4.   REGISTRATION   PROCEDURES.    Whenever   the   holders    of
Registrable  Securities  have  requested that any Registrable Securities be
registered pursuant to this Agreement,  the  Company  shall  use  its  best
efforts  to  effect  the  registration  of  such  Registrable Securities in
accordance  with the intended method of disposition  thereof  and  pursuant
thereto the Company shall as expeditiously as possible:

          (a)  prepare and file with the Securities and Exchange Commission
a registration  statement  with  respect to such Registrable Securities and
use  its  best  efforts  to cause such  registration  statement  to  become
effective  (provided  that  before   filing  a  registration  statement  or
prospectus  or any amendments or supplements  thereto,  the  Company  shall
furnish to the  counsel  selected  by  the  holders  of  a  majority of the
Registrable Securities covered by such registration statement copies of all
such  documents proposed to be filed, which documents shall be  subject  to
the review and comment of such counsel);

          (b)  notify   each   holder  of  Registrable  Securities  of  the
effectiveness of each registration  statement  filed  hereunder and prepare
and  file with the Securities and Exchange Commission such  amendments  and
supplements  to  such  registration  statement  and  the prospectus used in
connection  therewith  as  may  be  necessary  to  keep  such  registration
statement effective for a period of not less than 90 days  and  comply with
the provisions of the Securities Act with respect to the disposition of all
securities  covered  by  such registration statement during such period  in
accordance with the intended  methods of disposition by the sellers thereof
set forth in such registration statement;

          (c)  furnish to each seller of Registrable Securities such number
of copies of such registration  statement,  each  amendment  and supplement
thereto, the prospectus included in such registration statement  (including
each  preliminary  prospectus) and such other documents as such seller  may
reasonably  request  in   order   to  facilitate  the  disposition  of  the
Registrable Securities owned by such seller;

          (d)  use its best efforts to register or qualify such Registrable
Securities  under  such  other  securities   or   blue  sky  laws  of  such
jurisdictions as any seller reasonably requests and  do  any  and all other
acts  and things which may be reasonably necessary or advisable  to  enable
such seller  to  consummate  the  disposition  in such jurisdictions of the
Registrable  Securities  owned by such seller (provided  that  the  Company
shall not be required to (i)  qualify  generally  to  do  business  in  any
jurisdiction  where  it  would not otherwise be required to qualify but for
this subparagraph, (ii) subject itself to taxation in any such jurisdiction
or (iii) consent to general service of process in any such jurisdiction);

          (e)  notify each  seller  of  such Registrable Securities, at any
time when a prospectus relating thereto is  required  to be delivered under
the Securities Act, of the happening of any event as a  result of which the
prospectus  included  in  such  registration statement contains  an  untrue
statement  of a material fact or omits  any  fact  necessary  to  make  the
statements therein  not misleading, and, at the request of any such seller,
the Company shall prepare  a  supplement or amendment to such prospectus so
that,  as  thereafter  delivered to  the  purchasers  of  such  Registrable
Securities, such prospectus  shall  not  contain  an  untrue statement of a
material  fact or omit to state any fact necessary to make  the  statements
therein not misleading;

          (f)  cause  all  such Registrable Securities to be listed on each
securities exchange on which  similar  securities issued by the Company are
then  listed and, if not so listed, to be  listed  on  the  NASD  automated
quotation system and, if listed on the NASD automated quotation system, use
its best  efforts  to secure designation of all such Registrable Securities
covered by such registration  statement as a NASDAQ "national market system
security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange
Commission  or,  failing that, to  secure  NASDAQ  authorization  for  such
Registrable  Securities   and,  without  limiting  the  generality  of  the
foregoing, to arrange for at  least  two  market makers to register as such
with respect to such Registrable Securities with the NASD;

          (g)  provide  a  transfer  agent  and   registrar  for  all  such
Registrable  Securities  not  later  than  the  effective   date   of  such
registration statement;

          (h)  enter into such customary agreements (including underwriting
agreements  in customary form for a firm commitment underwriting) and  take
all such other  actions  as  the  holders  of a majority of the Registrable
Securities being sold or the underwriters, if  any,  reasonably  request in
order  to  expedite  or  facilitate  the  disposition  of  such Registrable
Securities (including effecting a stock split or a combination of shares);

          (i)  make  available for inspection by any seller of  Registrable
Securities, any underwriter  participating  in  any disposition pursuant to
such  registration statement and any attorney, accountant  or  other  agent
retained  by  any  such  seller  or  underwriter,  all  financial and other
records, pertinent corporate documents and properties of  the  Company, and
cause   the   Company's  officers,  directors,  employees  and  independent
accountants to  supply  all  information  reasonably  requested by any such
seller, underwriter, attorney, accountant or agent in connection  with such
registration statement;

          (j)  otherwise use its best efforts to comply with all applicable
rules  and regulations of the Securities and Exchange Commission, and  make
available  to  its  security holders, as soon as reasonably practicable, an
earnings statement covering  the period of at least twelve months beginning
with the first day of the Company's  first  full calendar quarter after the
effective  date  of the registration statement,  which  earnings  statement
shall satisfy the  provisions  of  Section  11(a) of the Securities Act and
Rule 158 thereunder;

          (k)  permit any holder of Registrable Securities which holder, in
its sole and exclusive judgment, might be deemed  to be an underwriter or a
controlling  person of the Company, to participate in  the  preparation  of
such registration  or  comparable  statement  and  to require the insertion
therein  of  material, furnished to the Company in writing,  which  in  the
reasonable judgment of such holder and its counsel should be included; and

          (l)  in  the  event  of the issuance of any stop order suspending
the effectiveness of a registration  statement,  or of any order suspending
or  preventing  the  use  of  any  related  prospectus  or  suspending  the
qualification  of any common stock included in such registration  statement
for sale in any  jurisdiction,  the  Company  shall  use  its  best efforts
promptly to obtain the withdrawal of such order.

          5.   REGISTRATION EXPENSES.

          (a)  All  expenses  incident to the Company's performance  of  or
compliance with this Agreement, including all registration and filing fees,
fees and expenses of compliance  with securities or blue sky laws, printing
expenses,  messenger  and  delivery expenses,  fees  and  disbursements  of
custodians, and fees and disbursements  of  counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts
and  commissions)  and  other Persons retained by  the  Company  (all  such
expenses being herein called  "Registration  Expenses"),  shall be borne as
provided in this Agreement, except that the Company shall,  in  any  event,
pay its internal expenses (including, without limitation, all salaries  and
expenses  of  its  officers  and  employees  performing legal or accounting
duties), the expense of any annual audit or quarterly  review,  the expense
of  any  liability  insurance  and  the  expenses and fees for listing  the
securities to be registered on each securities  exchange  on  which similar
securities  issued by the Company are then listed or on the NASD  automated
quotation system.

          (b)  In   connection  with  each  Demand  Registration  and  each
Piggyback  Registration,   the  Company  shall  reimburse  the  holders  of
Registrable Securities included  in  such  registration  for the reasonable
fees and disbursements of one counsel chosen by the holders  of  a majority
of the Registrable Securities included in such registration.

          (c)  To the extent Registration Expenses are not required  to  be
paid by the Company, each holder of securities included in any registration
hereunder   shall   pay   those  Registration  Expenses  allocable  to  the
registration of such holder's  securities so included, and any Registration
Expenses not so allocable shall  be  borne  by  all  sellers  of securities
included in such registration in proportion to the aggregate selling  price
of the securities to be so registered.

          6.   INDEMNIFICATION.

          (a)  The Company agrees to indemnify, to the extent permitted  by
law,  each holder of Registrable Securities, its officers and directors and
each Person  who controls such holder (within the meaning of the Securities
Act) against all  losses,  claims, damages, liabilities and expenses caused
by any untrue or alleged untrue statement of material fact contained in any
registration  statement,  prospectus   or  preliminary  prospectus  or  any
amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated  therein  or necessary to make the
statements therein not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by such
holder expressly for use therein or by such holder's  failure  to deliver a
copy  of  the  registration  statement  or prospectus or any amendments  or
supplements thereto after the Company has  furnished  such  holder  with  a
sufficient   number   of  copies  of  the  same.   In  connection  with  an
underwritten offering, the Company shall indemnify such underwriters, their
officers and directors  and  each  Person  who  controls  such underwriters
(within the meaning of the Securities Act) to the same extent  as  provided
above  with  respect  to  the indemnification of the holders of Registrable
Securities.

          (b)  In connection  with  any  registration  statement in which a
holder of Registrable Securities is participating, each  such  holder shall
furnish  to the Company in writing such information and affidavits  as  the
Company  reasonably   requests   for   use  in  connection  with  any  such
registration statement or prospectus and,  to  the extent permitted by law,
shall indemnify the Company, its directors and officers and each Person who
controls the Company (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses resulting from any untrue
or alleged untrue statement of material fact contained  in the registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of  a  material fact
required  to be stated therein or necessary to make the statements  therein
not misleading,  but  only  to  the  extent  that  such untrue statement or
omission  is  contained  in any information or affidavit  so  furnished  in
writing by such holder; provided  that the obligation to indemnify shall be
individual, not joint and several,  for each holder and shall be limited to
the  net  amount of proceeds received by  such  holder  from  the  sale  of
Registrable Securities pursuant to such registration statement.

          (c)  Any  Person  entitled to indemnification hereunder shall (i)
give prompt written notice to  the  indemnifying  party  of  any claim with
respect  to  which  it seeks indemnification (provided that the failure  to
give prompt notice shall  not  impair any Person's right to indemnification
hereunder to the extent such failure  has  not  prejudiced the indemnifying
party) and (ii) unless in such indemnified party's  reasonable  judgment  a
conflict  of interest between such indemnified and indemnifying parties may
exist with  respect to such claim, permit such indemnifying party to assume
the defense of  such  claim  with  counsel  reasonably  satisfactory to the
indemnified  party.   If  such  defense is assumed, the indemnifying  party
shall  not be subject to any liability  for  any  settlement  made  by  the
indemnified  party  without  its  consent  (but  such  consent shall not be
unreasonably withheld).  An indemnifying party who is not  entitled  to, or
elects not to, assume the defense of a claim shall not be obligated to  pay
the  fees and expenses of more than one counsel for all parties indemnified
by such  indemnifying  party  with  respect  to  such  claim, unless in the
reasonable  judgment of any indemnified party a conflict  of  interest  may
exist between  such  indemnified  party  and  any other of such indemnified
parties with respect to such claim.

          (d)  The indemnification provided for  under this Agreement shall
remain in full force and effect regardless of any  investigation made by or
on behalf of the indemnified party or any officer, director  or controlling
Person  of  such  indemnified  party  and  shall  survive  the transfer  of
securities.   The  Company  also  agrees  to make such provisions,  as  are
reasonably requested by any indemnified party,  for  contribution  to  such
party  in  the  event  the Company's indemnification is unavailable for any
reason.

          7.   PARTICIPATION  IN UNDERWRITTEN REGISTRATIONS.  No Person may
participate in any registration hereunder which is underwritten unless such
Person (i) agrees to sell such Person's securities on the basis provided in
any underwriting arrangements approved  by  the  Person or Persons entitled
hereunder to approve such arrangements and (ii) completes  and executes all
questionnaires,  powers  of attorney, indemnities, underwriting  agreements
and  other  documents  required   under  the  terms  of  such  underwriting
arrangements; provided that no holder of Registrable Securities included in
any underwritten registration shall be required to make any representations
or   warranties   to   the  Company  or  the   underwriters   (other   than
representations and warranties  regarding  such  holder  and  such holder's
intended  method  of  distribution)  or  to  undertake  any indemnification
obligations to the Company or the underwriters with respect thereto, except
as otherwise provided in paragraph 6 hereof.

          8.   DEFINITIONS.

          (a)  "REGISTRABLE SECURITIES" means (i) any Common  Stock  issued
upon the conversion of any Notes issued pursuant to the Purchase Agreement,
(ii)  any  Common  Stock  issued  upon  conversion of any Class A Preferred
issued  upon  conversion  of  any Notes issued  pursuant  to  the  Purchase
Agreement, (iii) any Common Stock  issued  upon  exercise  of  any Warrants
issued pursuant to the Purchase Agreement, (iv) any Common Stock  issued in
connection  with  a  repayment  of  the  Notes  or  a redemption of Class A
Preferred and (v) any Common Stock issued or issuable  with  respect to the
securities referred to in clauses (i), (ii), (iii) and (iv) above by way of
a  stock  dividend  or  stock split or in connection with a combination  of
shares, recapitalization,  merger,  consolidation  or other reorganization.
As to any particular Registrable Securities, such securities shall cease to
be  Registrable Securities when they have been distributed  to  the  public
pursuant  to  a offering registered under the Securities Act or sold to the
public through a broker, dealer or market maker in compliance with Rule 144
under the Securities  Act (or any similar rule then in force). For purposes
of this Agreement, a Person  shall  be deemed to be a holder of Registrable
Securities,  and  the Registrable Securities  shall  be  deemed  to  be  in
existence, whenever  such  Person  has  the  right  to  acquire directly or
indirectly  such  Registrable  Securities (upon conversion or  exercise  in
connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon  the  exercise  of such right), whether or
not such acquisition has actually been effected, and  such  Person shall be
entitled  to  exercise  the  rights  of  a holder of Registrable Securities
hereunder.

          (b)  Unless otherwise stated, other  capitalized  terms contained
herein have the meanings set forth in the Purchase Agreement.

          9.   MISCELLANEOUS.

          (a)  NO INCONSISTENT AGREEMENTS.  The Company shall not hereafter
enter  into  any  agreement  with  respect  to  its  securities  which   is
inconsistent  with  or  violates  the  rights  granted  to  the  holders of
Registrable Securities in this Agreement.

          (b)  ADJUSTMENTS  AFFECTING REGISTRABLE SECURITIES.  The  Company
shall not take any action, or  permit  any change to occur, with respect to
its securities which would materially and  adversely  affect the ability of
the   holders   of  Registrable  Securities  to  include  such  Registrable
Securities in a registration undertaken pursuant to this Agreement or which
would materially and adversely affect the marketability of such Registrable
Securities  in  any   such  registration  (including,  without  limitation,
effecting a stock split or a combination of shares).

          (c)  REMEDIES.   Any  Person having rights under any provision of
this Agreement shall be entitled  to  enforce  such  rights specifically to
recover  damages caused by reason of any breach of any  provision  of  this
Agreement  and  to  exercise  all other rights granted by law.  The parties
hereto agree and acknowledge that  money  damages  may  not  be an adequate
remedy  for  any  breach of the provisions of this Agreement and  that  any
party may in its sole  discretion  apply  to  any court of law or equity of
competent jurisdiction (without posting any bond  or  other  security)  for
specific performance and for other injunctive relief in order to enforce or
prevent violation of the provisions of this Agreement.

          (d)  AMENDMENTS   AND  WAIVERS.   Except  as  otherwise  provided
herein, the provisions of this Agreement may be amended or waived only upon
the prior written consent of  the  Company and holders of a majority of the
Registrable Securities.

          (e)  SUCCESSORS AND ASSIGNS.   All  covenants  and  agreements in
this Agreement by or on behalf of any of the parties hereto shall  bind and
inure  to  the  benefit  of  the  respective  successors and assigns of the
parties hereto whether so expressed or not.  In  addition,  whether  or not
any  express  assignment  has  been  made, the provisions of this Agreement
which  are  for  the  benefit  of  purchasers  or  holders  of  Registrable
Securities are also for the benefit  of, and enforceable by, any subsequent
holder of Registrable Securities.

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

          (g)  COUNTERPARTS.  This Agreement may be executed simultaneously
in  two  or  more  counterparts,  any  one  of which need not  contain  the
signatures of more than one party, but all such counterparts taken together
shall constitute one and the same Agreement.

          (h)  DESCRIPTIVE  HEADINGS.   The descriptive  headings  of  this
Agreement are inserted for convenience only and do not constitute a part of
this Agreement.

          (i)  GOVERNING LAW.  The corporate  law  of the State of Delaware
shall govern all issues and questions concerning the relative rights of the
Company  and its stockholders.  All other issues and  questions  concerning
the  construction,   validity,   interpretation  and  enforcement  of  this
Agreement and the exhibits and schedules  hereto  shall be governed by, and
construed in accordance with, the laws of the State  of  New  York, without
giving  effect to any choice of law or conflict of law rules or  provisions
(whether  of  the  State  of New York or any other jurisdiction) that would
cause the application of the  laws of any jurisdiction other than the State
of New York.

          (j)  NOTICES.  All notices, demands or other communications to be
given or delivered under or by  reason  of the provisions of this Agreement
shall be given in accordance with paragraph 7L of the Purchase Agreement.
<PAGE>
          IN WITNESS WHEREOF, the parties  have  executed this Agreement as
of the date first written above.


                                   ACC CORP.

                                   By /s/ Michael R. Daley

                                   Its EVP and CFO


                                   FLEET VENTURE RESOURCES, INC.

                                   By /s/ Robert M. Van Degna
                                   Its President


                                   FLEET EQUITY PARTNERS VI, L.P.

                                   By Silverado IV Corp.
                                   Its General Partner

                                   By /s/ Robert M. Van Degna
                                   Its President


                                   CHISHOLM PARTNERS II, L.P.

                                   By Silverado II, L.P.
                                   Its General Partner

                                   By Silverado II, Corp.
                                   Its General Partner

                                   By /s/ Robert M. Van Degna
                                   Its President

