
                              EXHIBIT 10-29

THIS AGREEMENT is made the 16th day of November, 1993

BETWEEN:

(1)  ACC  LONG  DISTANCE  UK  LIMITED a company incorporated in England and
     Wales with registered number 2671855 and whose registered office is at
     Ground Floor,  2/3  Cursitor  Street, London EC4A 1NE (the "Company");
     and

(2)  CHRISTOPHER BANTOFT of Titcheners, Cotmandene, Dorking, Surrey RH4 2BN
     (the "Executive")

NOW IT IS HEREBY AGREED that the Company shall employ the Executive and The
Executive shall serve the Company as  Managing  Director,  or in such other
capacity as may from time to time be mutually agreed, upon and  subject  to
the following terms and conditions:

1    Interpretation

1.1  In  this  Agreement  unless the context otherwise admits the following
     expressions shall have the meaning ascribed to them as follows:

     "the Board" means the  Board  of Directors as constituted from time to
     time of the Company and "subsidiary"  and  "holding  company"  means a
     subsidiary  of  holding  company  as  defined  by  Section  736 of the
     Companies   Act   1984   for  the  time  being  of  the  Company  (and
     "subsidiaries"   and   "holding    companies"   shall   be   construed
     accordingly);

     "associated company" means any holding  company  or  subsidiary of the
     Company or any other subsidiary of such holding company;

     "Business Day" means any weekday, save for Saturdays and bank holidays
     on which banks are open for business in the City of London.

1.2  Any reference to a statutory provision shall be deemed  to  include  a
     reference to any statutory modification or re-enactment of the same.

2    Commencement and Duration

2.1  The  Executive's  employment  with the Company shall commence no later
     than  three  months from the date  of  this  Agreement.   No  previous
     employment of  the Executive shall be treated as being continuous with
     the Executive's employment by the Company.

2.2  The commencement  date  of the Executive's employment with the Company
     shall be of the essence of  this  Agreement  and in the event that the
     Executive shall not have commenced employment  with  the Company after
     the  expiry  of  three  months  from  the date of this Agreement,  the
     Company shall be entitled to withdraw its  offer  of employment to the
     Executive and terminate this Agreement forthwith, in  which  case  the
     Executive shall have no claim whatsoever against the Company.

2.3  Subject  to termination as hereinafter provided, the employment of the
     Executive  shall  continue from year to year provided that the Company
     may terminate the employment  at  any  time  during  the  first twelve
     months'  employment  by  giving  to  the Executive six months' written
     notice to terminate this Agreement and the Executive may terminate his
     employment at any time by giving to the  Company  three months written
     notice to terminate this Agreement.

2.4  After  the  first  twelve  months  of  the Executive's employment  the
     Company may terminate the employment of  the  Executive at any time by
     giving  to the Executive 12 months written notice  to  terminate  this
     Agreement  and  the Executive may terminate his employment at any time
     by giving to the Company three months written notice to terminate this
     Agreement.

2.5  In  the  event that  the  Company  serves  notice  to  terminate  this
     Agreement  on the Executive, any subsequent notice of termination from
     the Executive  to  the  Company  which  is served during the Company's
     notice period shall be of no effect.

2.6  The Executive warrants to the Company that he is not restricted in any
     way from commencing and continuing employment  with the Company on and
     after  the  date  hereof.   The  Executive  shall indemnify  and  keep
     indemnified the Company against any and all damages, losses, costs and
     expenses (including the costs of any legal proceedings  to  which  the
     Company  may  be  made  party  to) arising from the Executive being in
     breach of the warranty contained in this sub-clause.

3    REMUNERATION

3.1  As at the date hereof, the Executive  shall  be  entitled  to  a  base
     salary  at  the  rate of <pound-sterling>85,000 per annum (which shall
     accrue from day to  day)  payable  by  equal  monthly  installments in
     arrears on the last day of every month.

3.2  The first of such payments shall be made on the last day  of the month
     in which the Executive's employment commences and shall be  a pro rata
     amount  in respect of the period from the date hereof to the last  day
     of such month.

3.3  The Executive's  base  salary  shall  be reviewed by the Board in each
     year in line with the Company's policy on remuneration review.

3.4  The Company shall be entitled to deduct from the Executive's salary or
     from  any other payments due to the Executive  any  amount  which  the
     Company is required by law to deduct (including without limitation any
     amount of PAYE or national insurance).

4.   BONUS

4.1  The Company  may  at  the  Board's  discretion,  and  in line with the
     Company's  policy,  as  adapted and changed from time to time  by  the
     Board in its sole discretion,  for the payment of the bonuses, pay the
     Executive an annual bonus.  The  maximum  achievable  bonus during the
     first  year  of  the  Executive's  employment  will  be  25%  of   the
     Executive's  base  salary  for that period and will be calculated with
     reference to annual sales and  financial  targets  to be stipulated by
     the Board in its sole discretion.  Thereafter, half  the amount of the
     bonus  payable  (if  any)  to  the Executive shall be calculated  with
     reference to the performance of the Company in the twelve month period
     applicable to the calculation of  the  bonus and half of the amount of
     the bonus payable (if any) to the Executive  shall  be calculated with
     reference  to the performance of the Executive in such  twelve  months
     period, such performance to be measured against criteria set from time
     to time by the Board in its sole discretion.

4.2  For the avoidance  of  doubt,  the calculation of any bonus payable to
     the Executive for the first and  subsequent  years  of the Executive's
     employment with the Company shall be calculated with  reference to the
     Company's then current financial year.  Any payment of  bonus  in  the
     first  year  of  the  Executive's  employment  will  be  pro rated  as
     necessary.   All  payments  of  bonus  in  respect  of  the applicable
     financial  year will be paid at such time as the audited accounts  for
     that period have been approved by the Board.

4.3  If the Executive's employment is terminated for whatever reason during
     any financial  year of the Company, the Executive shall be entitled to
     a bonus payment  calculated  on  a pro rata basis up until the date of
     termination PROVIDED ALWAYS THAT any  bonus  shall  be payable only in
     the  event  that  the  Executive  shall have met with the  performance
     criteria as set from time to time by  the  Board  for  the  payment of
     bonuses and PROVIDED FURTHER THAT if the Executive is given payment of
     his  salary  entitlement  in  lieu of any notice period, the Executive
     shall not be entitled to any payment of bonus in respect of any period
     after the date such payment in lieu of notice is made.

5.   STOCK OPTION

5.1  The Directors of ACC Corp., the  company's  holding  company,  may  in
     their  absolute discretion grant to the Executive within twelve months
     of the date  hereof any option to subscribe for up to 10,000 ACC Corp.
     common stock of  US  $.015 each on the terms and conditions of the ACC
     Corp. Employee Stock Option Plan ("the Plan") at the date of the grant
     of the option, and as  required  by  the  Plan, the exercise price per
     common stock under the option shall be the closing price for ACC Corp.
     common stock as quoted on the US NASDAQ System  National  Market  List
     ("NASDAQ")  for the business day immediately preceding the date of the
     grant of the option to the Executive.

5.2  In the event  that  the  Directors of ACC Corp. decide to grant to the
     Executive the stock piton in 5.1 above, the Executive shall comply and
     shall continue to comply with  all  of the requirements of the federal
     securities laws of the United States  of America which are relevant to
     the  grant  of  the  stock  option  to the Executive.   the  Executive
     acknowledges that he has been supplied  with  a copy of the memorandum
     dated  13  January  1993  from Underberg & Kessler  to  the  Board  of
     Directors and Officers of ACC  Corp.  and  its  subsidiaries,  or  any
     subsequent  memorandum,  containing details of the requirements of the
     federal securities laws relating  to  the  directors and officers of a
     publicly held corporation and is fully aware of such requirements.

5.3  If at the expiry of the period of twelve months  from  the date hereof
     the  Executive has not been granted the option referred to  in  clause
     5.1 above  solely  because  either  the  Directors  of  ACC Corp. have
     elected  not  to grant such options or the Executive is ineligible  to
     receive grants  under  the  Plan  the Company shall (provided that the
     Executive is still in the employment of the Company on the date of the
     relevant  anniversary)  on  the  first,   second,   third  and  fourth
     anniversaries of the date hereof pay to the Executive  in United State
     Dollars  the amount (if any) by which the aggregate closing  price  of
     (2500) ACC  Corp.  common  stock  as  quoted by NASDAQ on the relevant
     anniversary (or if the date of such anniversary is not a business day,
     the next following business day) exceeds  the  aggregate closing price
     of  (2500)  ACC  Corp.  commons  stock  as  quoted on NASDAQ  the  day
     preceding the date hereof (being US $20.75).

6.   DEVOTION  OF  WHOLE  TIME  TO  THE  COMPANY'S BUSINESS  AND  REPORTING
STRUCTURE

6.1  During  his  employment by the company  the  Executive  shall,  unless
     prevented by ill-health or holiday:

     6.1.1perform  such   reasonable   duties  and  exercise  such  powers,
          authorities and directions as  the  Board  may  form time to time
          reasonably assign or vest in him in connection with  the business
          of  the Company and any one or more of the Company's subsidiaries
          or associated companies;

     6.1.2attend at meetings of the senior management of the Company;

     6.1.3devote  his  whole time and attention during normal working hours
          to the business  of  the  Company  and  such other time as may be
          necessary for the performance of his duties hereunder;

     6.1.4do all in his power to promote, develop and  extend  the business
          of the Company;

     6.1.5conform   to  and  comply  with  the  reasonable  directions  and
          regulations made by the Board or any other authorized person;

     6.1.6not, without the previous consent in writing of a Director of the
          company duly  authorized by resolution of the Board, engage or be
          concerned or interested in any other business of a similar nature
          to or competitive  with  that carried on by the Company or any of
          its subsidiaries or associated companies;

     PROVIDED  always  that  nothing in  this  clause  shall  preclude  the
     Executive from holding, or being otherwise interested in any shares or
     other securities of any company which are for the time being quoted on
     any  recognized  Stock Exchange,  so  long  as  the  interest  of  the
     Executive therein  does not without prior written consent of the Board
     extend  to  more than  3%  of  the  aggregate  amount  of  the  quoted
     securities of any class in respect of any company.

6.2  During the employment of the Executive by the Company:

     6.2.1the Executive  may  be required, on a temporary basis, to work at
          such place or places  in  Great  Britain  and  overseas as may be
          determined  by the Company from time to time and  undertake  such
          travel overseas  as  may reasonably be required.  In the event of
          the Company requiring the Executive to relocate as aforesaid, the
          Company shall either give  to  the  Executive three months' prior
          written notice thereof or, in the absence  of  such  notice,  the
          Company  shall  pay  any  school  fees  incurred by the Executive
          during  any  period  of  relocation  PROVIDED   ALWAYS  THAT  the
          Executive shall take all necessary steps to mitigate  the  amount
          of any fees payable.  The Company's obligation to pay school fees
          shall  be  in  respect only of the Executive's children under the
          age of 18 years  who  are receiving full-time education at school
          level and this obligation shall not extend to the payment of fees
          for higher education; and

     6.2.2the Company shall be a  liberty  from time to time to appoint any
          other person or persons to the position in which the Executive is
          employed jointly with the Executive  and to assign to him or them
          duties and responsibilities identical  to  or  similar with those
          placed upon the Executive hereunder.

6.3  The Executive shall report to such person who from time to time may be
     the  Chairman  of  the  Company and/or such other person  who  may  be
     designated from time to time by ACC Corp.

7    PENSION SCHEME

     The Executive shall during his employment with the Company continue to
     be a member of the existing  personal  pension  scheme he operates for
     his benefit (or any scheme set up in place of it) and the Company will
     pay contributions due to the scheme equal to ten  percent per annum of
     the  Executive's  base salary (from time to time).  The  contributions
     payable by the Company  to  the Executive under this Clause 7 shall be
     pad each month save that the  Company  shall  be  entitled to vary the
     frequency of payments if such monthly payments are  inconsistent  with
     any  Company pension scheme which may be introduced from time to time.
     No contracting-out  certificate  is  in  force in connection with this
     employment.

8    HEALTH CARE

     The  Company  shall pay the premiums in resect  of  private  (BUPA  or
     equivalent) medical  expenses  insurance  effected  on  behalf  of the
     Executive  and  the  Executive's  spouse and such other members of the
     executive's family as is in accordance with ACC Corp. policy.

9.   LIFE COVER

     The Executive shall during his employment with the Company be a member
     of the death-in-service benefit scheme  maintained  by  the Company in
     respect of the Executive (or any scheme set up in its place).

10.  MOTOR CAR

10.1 The  Company  shall  provide a leased motor car to a maximum  purchase
     value  of <pound-sterling>30,000  for  the  Executive  to  assist  the
     Executive to carry out his duties under this Agreement.

10.2 Such motor car may be changed from time to time in accordance with the
     Company's car policy.

10.3 The  Company  shall  pay  the  cost  of  insurance,  testing,  taxing,
     repairing,  and  maintaining  the  motor  car  in  accordance with the
     Company's car policy from time to time.

10.4 The  Executive  shall be permitted to use the motor car  for  his  own
     private purposes including use on holiday, subject to such rules as my
     be introduced by the Company from time to time.

10.5 The Company shall  pay  to the Executive each month a petrol allowance
     of <pound-sterling>100 which  sum  shall  be  added to the Executive's
     base  salary.  For the avoidance of doubt, the petrol  allowance  will
     not form part of the Executive's base salary.

10.6 The Executive  shall  take good care of the motor car and procure that
     the provisions and conditions  of  any  policy  of  insurance relating
     thereto  are  observed  in  all  respects, and shall comply  with  all
     regulations of the Company relating to the company cars.

10.7 The Executive shall pay all income  tax  payable  by  the Executive by
     reason  of  the  provision  of the motor care and the payment  by  the
     Company of running expenses of  the  car pursuant to this clause.  The
     Company shall be entitled to make such deductions form the Executive's
     salary as may be required for payment of any such income tax.

10.8 In the event that the Executive is convicted  of  any alcohol or drugs
     related motoring offense which gives rise to an increase  in insurance
     premiums  payable  by  the  Company  in respect of the motor car,  the
     Executive shall reimburse to the Company the amount of such increase.

11.  EXPENSES

     The  Company shall pay or procure to be  paid  to  the  Executive  all
     reasonable  travelling  hotel  and other out-of-pocket expenses wholly
     exclusively and necessarily incurred  by him in the proper performance
     of his duties under this Agreement.  any such payment shall be subject
     to  this  providing the Company with satisfactory  vouchers  or  other
     evidence of actual payment of the said expenses.  for the avoidance of
     doubt, no expenses  will be paid to the Executive in respect of petrol
     for private mileage and  for  mileage between the Executive's place of
     abode  for  the time being and the  Company's  offices  at  which  the
     Executive is  usually based.  All other business mileage will be fully
     reimbursed.

12.  ABSENCE THROUGH ILLNESS

12.1 In the case of  illness  of the Executive or other cause substantially
     incapacitating him from properly  performing his duties, the Executive
     shall,  subject  to  clause  12.2,  and  to  the  production  of  such
     satisfactory  medical evidence as the  Board  my  reasonably  require,
     continue to be paid his full salary and benefits during such absence.

12.2 If such absence  shall aggregate in all sixteen weeks in any fifty-two
     consecutive weeks,  the  Company  may  terminate the employment of the
     Executive forthwith by notice given within  twenty-eight  days  of the
     end  of  the  last  of such sixteen weeks.  On termination pursuant to
     this clause 12.2, the  Company  shall pay to the Executive a sum equal
     to three months salary from the date of such termination.

12.3 The amounts payable by the Company  to the Executive under this clause
     will be reduced by the amount of any Statutory Sick Pay payable to the
     Executive.

13.  HOLIDAYS

13.1 The  Executive  shall  (in  addition  to the  usual  public  and  bank
     holidays)  be  entitled  to  twenty-five days  paid  holiday  in  each
     calendar year to be taken at a  time or times mutually agreed with the
     Company.  The Executive's entitlement to holiday during the first year
     of employment shall be pro-rated as necessary.

13.2 The Executive shall not be entitle without the consent of the Board to
     carry forward tot any subsequent  year  any period of holiday to which
     he was entitled in the previous year but  which he did not take during
     such previous year.

14.  CONFIDENTIALITY

14.1 The Executive shall not either during his employment  hereunder  or at
     any time after its termination:

     14.1.1disclose to any person or persons (except to those authorized by
          the Company to know)
          14.1.2use  for  his  own  purposes or for any purposes other than
               those of the Company; or

          14.1.3through any failure to  exercise all due care and diligence
               cause any unauthorized disclosure of

          any private, confidential or secret  information  of  the Company
          (including  in  particular lists or details of customers  of  the
          Company or relating  to  the  working of any process of invention
          carried  on  or  used by the Company  or  any  invention  of  the
          company) or which he has obtained by virtue of his appointment or
          in respect of which  the  Company  is  bound by an obligations of
          confidence to a third party.  These restrictions  shall  cease to
          apply  to  information  or  knowledge  which  may (otherwise than
          through  the  default of the Executive) become available  to  the
          public generally.

14.2 The provisions of clause 14.1 shall apply mutatis mutandis in relation
     to the private, confidential  or  secret information of any subsidiary
     or associated company of the Company  which  the  Executive  may  have
     received  or  obtained  during his appointment and the Executive shall
     upon request enter into an enforceable agreement with any such company
     to the like effect.

14.3 All  notes, memoranda, records  and  writing  made  by  the  Executive
     relating  to  the  business  of  the  Company  or  any  subsidiary  or
     associated  company of the company shall be and remain the property of
     the company such  subsidiary  or  associated company to whose business
     they relate and shall be delivered by him to the company to which they
     belong forthwith upon request.

15.  SUMMARY TERMINATION

     The employment of the Executive hereunder  may be determined forthwith
     by the Company without payment in lieu of notice if the Executive:

15.1 is guilty of any gross default or gross misconduct  in connection with
     or affecting the business of the company or any of its subsidiaries or
     associated companies of which he may be for the time being a director;
     or

15.2 is  in  material  breach  of  any of the provisions of this  Agreement
     unless the breach is capable of  remedy  and  is not remedied within 7
     days of notice by the company requiring remedy; or

15.3 commits an act of bankruptcy, becomes insolvent, or takes advantage of
     any  statute  for  the time being in force for insolvent  debtors,  or
     takes or suffers any similar analogous action on account of debt.

16.  RECONSTRUCTION

     If the employment of  the  Executive  is  terminated  by reason of the
     liquidation  of  the  Company  for  the  purpose of reconstruction  or
     amalgamation,  the  Executive  shall be offered  employment  with  any
     concern  or  undertaking  resulting   from   such   reconstruction  or
     amalgamation on terms and conditions no less favorable  than the terms
     of this Agreement.  the Executive shall in such circumstances  have no
     claim  against  the  Company  in  respect  of  the  termination of his
     employment.

17.  EFFECT OF TERMINATION

17.1 The Termination of the Executive's employment in accordance  with  the
     terms  of  this Agreement howsoever occasioned shall not prejudice any
     claim which  either party may have against the other in respect of any
     antecedent breach  of  any  provision  of this Agreement, nor shall it
     prejudice  the  continuance  in  force  of  any  provision  which,  is
     expressly or by implication, intended to come  into,  or  continue  in
     force on or after such termination.

17.2 Upon the termination for whatever reason of the Executive's employment
     hereunder,  the  Executive  shall  thereafter, upon the request of the
     company:

     17.2.1resign without claim for compensation from office of the company
          and such other offices held by  him  in the Company or any of its
          subsidiaries or associated companies as  may be so requested.  In
          the  event  of the Executive's failure to do  so  forthwith  upon
          request, the  Company is hereby irrevocably authorized to appoint
          some person in  his  name  and  on his behalf to sign and deliver
          such resignation or resignations  to  the  Company  and  to  each
          subsidiary  or  associated  company  of  the Company of which the
          Executive is at the material time an officer;

     17.2.2hand  over  to  the  Company  or  as it may direct  and  without
          retaining  copies  of  the  same  all  documents   books  records
          correspondence and other papers of whatsoever nature  relating to
          the  business  of  the  Company  and  any of its subsidiaries  or
          associated companies and any keys and other  property  whatsoever
          of  the  Company  and  any  of  its  subsidiaries  or  associated
          companies which may then be or ought to be in his possession.

18.  PAY IN LIEU OF NOTICE

     On  serving  notice  for  any  reason to terminate this Agreement  the
     Company shall instead of giving  the  Executive the appropriate period
     of notice be entitled (at its sole discretion) to pay to the Executive
     his salary and full contractual benefits  (at  the  rate then current)
     for the appropriate period of notice of such termination.

19.  LEAVE OF ABSENCE

     On  serving  notice  for  any  reason to terminate this Agreement  the
     Company may (at its sole discretion)  require  the  Executive  to take
     paid  leave  of  absence  equal  in  length of time to the Executive's
     entitlement to notice of such termination.

19.2 Whilst on such leave of absence the Executive  shall  not, without the
     prior  written  consent  of  the Company or at the Company's  request,
     contact any employee, customer or supplier of the Company.

20.  GRIEVANCE AND DISCIPLINARY PROCEDURES

     There  is  not  formal  disciplinary   procedure  applicable  to  this
     employment.   Should  the Executive have a  purported  grievance  this
     shall be taken up at first instance with the Chairman of the Board and
     both the Executive and  the  Chairman  will  use their respective best
     endeavors to seek a satisfactory resolution thereof.

21.  SEVERABILITY

     Each and every provision in this Agreement shall be read as a separate
     and   distinct   undertaking   and   the  invalidity,  illegality   or
     unenforceability of any part of this Agreement  shall  not  affect the
     validity, legality or enforceability of the remainder.

22.  WAIVER

     No  waiver  by  the  Company  of any of its rights hereunder shall  be
     deemed a continuing waiver of any rights hereunder.

23.  ASSIGNMENT

     The  Company  shall  be  entitled to  assign  its  rights  under  this
     Agreement to any of its subsidiaries  by  whom the Executive shall for
     the time being be employed on behalf of which  he  shall  at  any time
     work and the Executive agrees to accept any such assignment.

24.  NOTICES

     Any  notice  to  be  given  under this Agreement shall be sufficiently
     served:

24.1 In the case of the Executive  by  being delivered either personally to
     him or sent by registered post or recorded  delivery  to  his usual or
     last known residential address in Great Britain; and

24.2 In the case of the Company by being personally delivered at or sent by
     registered  post  or  recorded  delivery  addressed  to its registered
     office.

25.  CLAUSE HEADINGS

     Clause  Headings  are  incorporated  in  this  Agreement for  ease  of
     reference only and shall not affect its interpretation.

26.  GOVERNING LAW

     This Agreement shall be subject to English Law and  the parties hereto
     hereby  agree  to  submit  to  the non-exclusive jurisdiction  of  the
     English Courts.

27.  PREVIOUS AGREEMENTS

27.1 This   Agreement   supersedes  all  existing   agreements,   contacts,
     representations,  and   understandings   for  the  employment  of  the
     Executive by the Company.

27.2 The Executive hereby acknowledges that as  at the date of execution of
     this Agreement he has no outstanding claims  of  any  kind against the
     Company or any associated company.

AS  WITNESS  the hands of the parties hereto the day and year  first  above
written.

Signed by                                           )
for and on behalf of                            )
ACC LONG DISTANCE UK LIMITED)/s/ Richard E. Sayers
in the presence of:                             )

/s/Marcia Benwitz


Signed by CHRISTOPHER               )
BANTOFT in the presence of:           )/s/ C. Bantoft
/s/ Roger Brown

SUPPLEMENTARY CONTRACT OF EMPLOYMENT


This Agreement is made the 7th day of July, 1995.

BETWEEN:

1 . ACC LONG DISTANCE UK LTD a company incorporated in England

    and Wales with registered number 2671855 and whose registered

    office is at Ground Floor, 2-3 Cursitor, London EC4A 1 NE ("the

    Company"); and

2.   ACC CORP,  a Delaware Corporation with its principal executive offices

     at 39 State Street, Rochester, New York 14614, USA ("ACC Corp"); and



3.   CHRIS BANTOFT of Titcheners, Cotmandene, Dorking, Surrey RH4 2BH ("the

     Executive").



WHEREAS:



A.   This Agreement  is  supplemental  to a contract of employment made the

     16th day of November 1993 ("the Contact  of  Employment")  between the

     Company and the Executive whereby the Company has undertaken to employ

     the Executive on the terms and conditions contained in the Contract of

     Employment.



 B.  ACC Corp agrees to guarantee the due performance by the Company of the

     Contract  of  Employment, as amended by this Agreement, in the  manner

     hereinafter appearing.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1 .  In consideration of the Executive continuing his employment with the

     Company, the Company and ACC Corp hereby agree that the Contract

     of Employment is amended and modified in the manner hereinafter

     appearing.



2.   TERMINATION OF  THE EXECUTIVE'S EMPLOYMENT IN THE EVENT OF A CHANGE IN

     CONTROL



2.1  If, as a condition  precedent  to,  as a result of, or within one year

     following a Change In Control of the  Company  or  ACC  Corp.  (i) the

     Executive's  employment  with the Company is terminated by the Company

     or  the Acquiring Entity (other  than  for  breach  of  contract),  or

     (ii)the  Executive resigns his employment with the Company or with the

     Acquiring  Entity  within one month of the occurrence of either of the

     following events:



          2.1.1A significant  adverse  change in the nature or scope of the

          Executive's employment duties  or authority or a reduction in the

          Executive's total compensation/remuneration  and  benefits as the

          same existed immediately prior to the Change In Control  to which

          the Executive has not consented in writing; or



          2.1.2A reasonable determination is made by the Executive that, as

          a result of the Change In Control of the Company or ACC Corp,  as

          the  case  may  be,  and  any  change in circumstances thereafter

          significantly affecting his position,  he  is  unable to exercise

          the  authority,  power,  functions  or  duties  that  he  had  so

          exercised immediately prior to such Change in Control,



     then  immediately  upon such termination or resignation, the Executive

     shall  be entitled to  receive  from  the  Company  his  total  annual

     salary/remuneration  and  other benefits as were in effect immediately

     prior to any such Change In  Control (less such sums as the Company is

     obliged to deduct by way of PAYE  or  other  taxation) for a period of

     one  year  following  the date of termination by  way  of  payment  as

     compensation for loss of  office  or  employment  in  full  and  final

     settlement  or  by  way of a redundancy payment if such termination or

     resignation is considered  a  redundancy  situation by the Company and

     the Executive.



2.2 "CHANGE IN CONTROL" shall mean a change in control  of  the  Company or

    ACC  Corp,  as  the  case  may  be,  by  means  of  a party acquiring a

    controlling interest in the Company or ACC Corp whether by acquisition,

    disposition or merger or any analogous procedures or  any  other  means

    whatsoever.   For  the purpose of this Clause 2.2 there shall be deemed

    to be an acquisition  of  a  controlling interest in the Company or ACC

    Corp if a person, firm or company  obtains  de  facto  control  of  the

    Company  or  ACC  Corp  aggregating for this purpose all  interests and

    rights of that person, firm  or  company  and all its connected persons

    (as  defined  in Section 839 of the Income and  Corporation  Taxes  Act

    1988).



2.3  "ACQUIRING ENTITY"  shall  mean any third party that, as a result of a

     Change In Control, either directly  or  indirectly  has  a controlling

     interest (as defined above) over the Company or ACC Corp.



3.   GUARANTEE



3.1  In consideration of the Executive continuing his employment  with  the

     Company and in consideration of the sum of El paid by the Executive to

     ACC  Corp  (receipt  of  which  is acknowledged), ACC Corp irrevocably

     guarantees to the Executive the due performance by the Company of each

     and all the obligations, duties and  undertakings of the Company under

     and pursuant to the Contract of Employment and this Agreement when and

     if such obligations, duties and undertakings  shall  -become  due  and

     performable  according  to the terms of the Contract of Employment and

     this Agreement.



3.2 ACC Corp hereby authorizes  the  Company  and the Executive to make any

    addendum  or  variation  to  the Contract of Employment,  the  due  and

    punctual  performance of which  addendum  and  or  variation  shall  be

    likewise guaranteed  by  ACC  Corp in accordance with the terms of this

    Agreement.  The obligations of  ACC  Corp  hereunder shall in no way be

    affected by any variation or addendum to the Contract of Employment.



 3.3The liability of ACC Corp under this guarantee shall not be affected by

    the grant of any time or indulgence by the Executive to the Company.



4.   GOVERNING LAW



     This Agreement shall be subject to English  law and the parties hereby

     agree to submit to the exclusive jurisdiction of the English Courts.



5.   PREVIOUS AGREEMENT



     Save  for the amendments and modifications made  to  the  Contract  of

     Employment  as  set  out in this Agreement, the Contract of Employment

     shall remain in full force and effect.



 AS WITNESS the hands of the  parties  hereto  the day and year first above

written.



Signed by

For and Behalf of

ACC LONG DISTANCE UK LIMITED /s/ David K. Laniak

In the presence of:

/s/ Laurie J. Peath



Signed by

For and behalf of

ACC CORP         /s/ Arunas A. Chesonis

In the presence of:

/s/Laurie J. Peath

Signed by CHRIS BANTOFT    /s/ C. Bantoft

In the presence of:


