
                            EXHIBIT 4-7

                      PARTICIPATION AGREEMENT



          THIS  AGREEMENT is made as of May 22, 1995, between Fleet Venture
Resources, Inc.,  Fleet  Equity Partners VI, L.P. and Chisholm Partners II,
L.P. (collectively, the "Investors") and Richard T. Aab ("Executive").

          The execution and  delivery of this Agreement by the Executive is
a condition to the purchase of Notes and Warrants by the Investors pursuant
to a Note and Warrant Purchase  Agreement  dated as of the date hereof (the
"Purchase  Agreement").   Capitalized terms not  otherwise  defined  herein
shall have the meanings set forth in the Purchase Agreement.

          The parties hereto agree as follows:

          1.   RESTRICTIONS ON TRANSFER.

          (a)  TRANSFER OF  EXECUTIVE  STOCK.   Executive  shall  not sell,
transfer,  assign,  pledge or otherwise dispose of (whether with or without
consideration any interest  in  any  shares of Common Stock (a "Transfer"),
except pursuant to the provisions of this  paragraph 1; provided that in no
event shall any Transfer of Common Stock pursuant  to  this  paragraph 1 be
made  for  any  consideration other than cash payable upon consummation  of
such Transfer or  in installments over time (other than in a transaction in
which all shares of  the  Company's  capital stock are sold, transferred or
exchanged for new consideration).  Prior  to making any Transfer, Executive
shall deliver written notice (the "Sale Notice")  to  Investors.   The Sale
Notice  shall disclose in reasonable detail the identity of the prospective
transferee(s),  the  number  of  shares to be transferred and the terms and
conditions of the proposed transfer.   Executive  shall  not consummate any
Transfer  until  30  days  after  the  Sale  Notice has been given  to  the
Investors, unless the parties to the Transfer  have been finally determined
pursuant to this paragraph 1 prior to the expiration of such 30-day period.
The date of the first to occur of such events is  referred to herein as the
"Authorization Date".

          (b)  PARTICIPATION   RIGHTS.    Each  Investor   may   elect   to
participate in the contemplated transfer by  delivering  written  notice to
Executive  and the Company within 20 days after receipt by the Investor  of
the Sale Notice.   If any Investor has elected to participate in such sale,
Executive and the electing  Investors  shall  be  entitled  to  sell in the
contemplated  sale,  at  the same price and on the same terms, a number  of
shares of the Company's Common  Stock  equal  to  the  product  of  (i) the
quotient  determined  by dividing the percentage of the Common Stock (on  a
fully-diluted basis) held  by  such  person, by the aggregate percentage of
the Common Stock (on a fully-diluted basis)  owned  by  Executive  and  all
electing Investors and (ii) the number of shares of Common Stock to be sold
in the contemplated sale.

     For example, if the Sale Notice contemplated a sale of 100 shares
     of  Common  Stock, and if Executive was at such time the owner of
     30% of the Company's  Common Stock (on a fully-diluted basis) and
     if one Investor elected to participate and the Investor owned 20%
     of  the  Company's  Common  Stock  (on  a  fully-diluted  basis),
     Executive would be entitled to sell 60 shares (30% <divide> 50% x
     100 shares) and the Investor  would be entitled to sell 40 shares
     (20% <divide> 50% x 100 shares).

Executive  shall  use his best efforts  to  obtain  the  agreement  of  the
prospective transferee(s)  to  the  participation  of  the Investors in the
contemplated  transfer  and  shall  not transfer any Common  Stock  to  the
prospective  transferee(s)  if  such transferee(s)  refuses  to  allow  the
participation of the Investors.   Any Investor may participate in a sale of
Common Stock pursuant to this paragraph  by  tendering the number of shares
of Series A Preferred or the principal amount  of any Note convertible into
the appropriate number of shares of Common Stock  or by tendering a Warrant
for the purchase of the appropriate number of shares  of  Common Stock with
the exercise price thereof to be subtracted from the final  purchase  price
of the Warrants hereunder.

          (c)  CERTAIN PERMITTED TRANSFERS.  The restrictions contained  in
this  paragraph  1  shall  not apply with respect to transfers of shares of
Common Stock (i) to the public pursuant to an offering registered under the
Securities Act or to the public  through  a  broker, dealer or market maker
pursuant to the provisions of Rule 144 adopted  under  the  Securities Act,
(ii) during any one-year period, in an amount less than 1% of the number of
shares  of  Common  Stock that Executive owns as of the date hereof,  (iii)
contributions  to  Executive's   charitable   family  trust  or  foundation
totalling not more than $500,000 worth of Common  Stock  in  the  aggregate
(valued  at  Market Price on the date of transfer) and (iv) resulting  from
the foreclosure of shares pledged by Executive.

          (d)  PLEDGES.   Executive  may  pledge  shares  of  Common Stock;
notwithstanding the foregoing, Executive may pledge shares of Common  Stock
only  pursuant  to  bona  fide  pledges  to banks or financial institutions
(including brokerage firms) in connection with the borrowing of funds.

          (e)  TERMINATION  OF  RESTRICTIONS.    The  restrictions  on  the
transfer  of  any  share  of Executive's Common Stock  set  forth  in  this
paragraph 1 shall terminate  upon  the earlier to occur of (i) the Transfer
of such share in accordance with the  provisions hereof, (ii) the date upon
which  Executive  is no longer an officer,  director  or  employee  of  the
Company or of its Subsidiaries  and  (iii)  the date upon which neither the
Notes,  the  Series  A  Preferred,  nor  the  Springing   Warrants   remain
outstanding.

          2.   HOLDBACK AGREEMENT. Executive  shall  not  effect any public
sale or distribution (including sales pursuant to Rule 144)  of  any shares
of Executive's Common Stock or any other 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  Demand  Registration  or any
underwritten  Piggyback  Registration  (except as part of such underwritten
registration),  unless  the  underwriters managing  the  registered  public
offering otherwise agree.  The  terms  Demand  Registration  and  Piggyback
Registration  have  the  meanings  set  forth in the Registration Agreement
dated May 22, 1995 between the Company and the Investors.

          3.   LEGEND.   Each certificate  representing  shares  of  Common
Stock held by Executive (exclusive  of  those subject to pledge pursuant to
paragraph 1(d) above) shall bear a legend  in  substantially  the following
form:

          "THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE ARE
          SUBJECT  TO RESTRICTIONS ON TRANSFER  SET  FORTH  IN  A
          PARTICIPATION  AGREEMENT  BETWEEN THE CERTAIN INVESTORS
          IN THE COMPANY, DATED AS OF  MAY  22,  1995, AS AMENDED
          AND  MODIFIED  FROM  TIME  TO  TIME.   A COPY  OF  SUCH
          AGREEMENT MAY BE OBTAINED BY THE HOLDER  HEREOF  AT THE
          COMPANY'S  PRINCIPAL  PLACE OF BUSINESS WITHOUT CHARGE.
          NOTWITHSTANDING   THE   FOREGOING,    THE    SECURITIES
          REPRESENTED  BY THIS CERTIFICATE SHALL BE TRANSFERRABLE
          PURSUANT TO SEC  RULE  144  OR  REGISTRATION  UNDER THE
          SECURITIES ACT."

The above legend shall be removed in connection with any transfer described
in paragraph 1(c) above.

          4.   NOTICES.  Any notice provided for in this  Agreement must be
in writing and must be either personally delivered, mailed  by  first class
mail  (postage  prepaid  and  return  receipt  requested) sent by reputable
overnight  courier  service  (charges  prepaid)  or  sent   via   facsimile
transmission  (acknowledged  by written confirmation of receipt or followed
with hard copy via certified mail  or  reputable  overnight courier) to the
recipient at the address below indicated:

          To the Investors:

          c/o Fleet Equity Partners
          Mail Stop:  RI MO 227
          111 Westminster Street
          Providence, Rhode Island  02903
          Attention:  Robert Van Degna
          Telecopy:   (401) 278-6387

          To Executive:

          c/o ACC Corp.
          400 West Avenue
          Rochester, NY  14611
          Telecopy:  (716) 987-3335


or  such  other  address or to the attention of such other  person  as  the
recipient party shall have specified by prior written notice to the sending
party.  Any notice  under this Agreement shall be deemed to have been given
when so delivered or  sent  or,  if  mailed, five days after deposit in the
U.S. mail.

         5.    GENERAL PROVISIONS.

          (a)  TRANSFERS  IN  VIOLATION  OF  AGREEMENT.   Any  Transfer  or
attempted Transfer of any Common  Stock  in  violation  of any provision of
this  Agreement  shall  be  void,  and  the  Company shall not record  such
Transfer on its books or treat any purported transferee  of  such Executive
Stock as the owner of such stock for any purpose.

          (b)  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
invalid, illegal or unenforceable in any respect under  any  applicable law
or   rule   in   any   jurisdiction,   such   invalidity,   illegality   or
unenforceability  shall  not  affect  any  other  provision  or  any  other
jurisdiction,  but this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.

          (c)  COMPLETE   AGREEMENT.    This   Agreement,  those  documents
expressly  referred to herein and other documents  of  even  date  herewith
embody the complete  agreement  and  understanding  among  the  parties and
supersede   and   preempt   any   prior   understandings,   agreements   or
representations  by  or  among the parties, written or oral, which may have
related to the subject matter hereof in any way.

          (d)  COUNTERPARTS.   This  Agreement  may be executed in separate
counterparts, each of which is deemed to be an original  and  all  of which
taken together constitute one and the same agreement.

          (e)  SUCCESSORS   AND  ASSIGNS.   Except  as  otherwise  provided
herein, this Agreement shall  bind  and  inure  to  the  benefit  of and be
enforceable by Executive, the Investors and their respective successors and
assigns.

          (f)  GOVERNING  LAW.   The corporate law of the State of Delaware
shall govern all issues and questions  concerning  the  relative rights and
obligations  of  the  Company and its stockholders.  All other  issues  and
questions   concerning  the   construction,   validity,   enforcement   and
interpretation  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.

          (g)  REMEDIES.   Each  of  the parties to this Agreement shall be
entitled  to  enforce  its  rights under this  Agreement  specifically,  to
recover damages and costs (including  reasonable attorney's fees) caused by
any breach of any provision of this Agreement  and  to  exercise  all other
rights  existing  in  its  favor.  The parties hereto agree and acknowledge
that money damages would 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  deposit)  for  specific  performance  and/or  other
injunctive relief  in  order  to  enforce  or prevent any violations of the
provisions of this Agreement.

          (h)  AMENDMENT AND WAIVER.  The provisions  of this Agreement may
be amended and waived only with the prior written consent  of the Executive
and the Investors owning a majority of the Common Stock on a  fully-diluted
basis held by all Investors.

          (i)  BUSINESS  DAYS.   If  any  time period for giving notice  or
taking action hereunder expires on a day which  is  a  Saturday,  Sunday or
legal holiday in the state in which the Company's chief executive office is
located,  the  time  period shall be automatically extended to the business
day immediately following such Saturday, Sunday or holiday.
                      *      *      *      *



<PAGE>
          IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
Agreement on the date first written above.


                                   /s/ Richard T. Aab
                                   Richard T. Aab


                                   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
Agreed and Accepted:

ACC CORP.

By /s/ Michael R. Daley

Its EVP and CFO




