EXHIBIT 99.4
 
                                 RISK FACTORS
 
LIMITED HISTORY AS AN INTEGRATED COMMUNICATIONS PROVIDER; RISKS RELATING TO
IMPLEMENTATION OF NEW STRATEGY
 
  Although the Company has sold integrated telecommunications services for over
14 years, it sold local telephone services as an agent for Bell Atlantic
Corporation ("Bell Atlantic") until December 1997 and only began offering such
services as an integrated communications provider (an "ICP") under its own brand
name after that time. As a result of the Company terminating its agency
relationship with Bell Atlantic, agency revenues which accounted for
approximately 71% of the Company's revenues for the nine-month period ended
December 31, 1997 are no longer generated by the Company. For the fourth quarter
ended March 31, 1998, agency revenues decreased from $8.4 million to $194,000
and total revenues decreased from $11.5 million to $6.2 million. There can be no
assurance that the Company's prior experience in the sale of telecommunications
services as a sales agent will result in the Company generating sufficient cash
flow to service its debt obligations or competing successfully under its new
strategy.
 
  The Company plans to deploy its own Integrated Communications Network ("ICN").
The Company has no experience in deploying, operating and maintaining a
telecommunications network. The Company's ability to successfully deploy its ICN
will require the negotiation of interconnection agreements with incumbent local
exchange carriers ("ILECs"), which can take considerable time, effort and
expense and which are subject to federal, state and local regulation. There can
be no assurance that the Company will be able to successfully negotiate such
agreements or to effectively deploy, operate or maintain its facilities or
increase or maintain its cash flow from operations by deploying a network.
Further, there can be no assurance that the packet-switched design of the
network will provide the expected functionality in serving its target market or
that customers will be willing to migrate the provision of their services onto
CTC's network.

 If the Company fails to effectively transition to an ICP platform, fails to
obtain or retain a significant number of customers or is unable to effectively
deploy, operate or maintain its network, such failure could have an adverse
effect on the Company's business, results of operations and financial
condition. In addition, the implementation of its new strategy and the
deployment of its network has increased and will continue to increase the
Company's expenses significantly. Accordingly, the Company expects to incur
significant negative cash flow during the next several years as it implements
its business strategy, penetrates its existing markets as an ICP, enters new
markets, deploys its ICN and expands its service offerings. There can be no
assurance that the Company will achieve and sustain profitability or positive
net cash flow.

CAPITAL REQUIREMENTS AND UNCERTAINTY OF FINANCING

  The implementation of the Company's business plan to further penetrate its
existing markets, deploy the ICN in its existing markets, expand its sales
presence into six additional states in the Boston-Washington, D.C. corridor and
enhance the CTC Information System will require significant capital. The Company
currently contemplates financing implementation of this plan by consummation of
the Proposed Offering.  The Company believes that the estimated net proceeds of
the proposed Rule 144A private placement of units consisting of notes and
warrants (the "Proposed Offering"), together with cash on hand at May 31, 1998,
would be sufficient to repay the Fleet Credit Facility and to fund CTC's capital
expenditures, operating losses and working capital requirements for the next 24
months.   However, there can be no assurance that the Company will be able to
consummate the Proposed Offering in the amount, on the terms and on the
schedule,  if at all, required to implement the Company's business plan.
Further the Company's actual capital requirements may be greater than
anticipated and may be materially affected by many factors, including the rate
and extent of deployment of the ICN, the timing and actual cost of expansion
into new markets, the extent of competition and pricing of telecommunications
services in its markets, acceptance of the Company's services, technological
change and potential acquisitions.   Sources of funding the Company's capital
requirements may include the Proposed Offering, public offerings or private
placements of equity or debt securities, vendor financing and bank loans.  There
can be no assurance that financing will be available to the Company or, if
available, that it can be obtained on a timely basis and on terms acceptable to
the Company.  Failure to obtain financing when required could result in the
delay or abandonment of the Company's business plans which could in turn have a
material adverse effect on the Company.

 
HIGH LEVERAGE; POSSIBLE INABILITY TO SERVICE INDEBTEDNESS
 
  If the Proposed Offering is consummated, the Company will be highly leveraged.
The degree to which the Company is leveraged could have important consequences
to the Company's future prospects, including the following: (i) limiting the
ability of the Company to obtain any necessary financing in the future for
working capital, capital expenditures, debt service requirements or other
purposes; (ii) limiting the flexibility of the Company in planning for, or
reacting to, changes in its business; (iii) leveraging the Company more highly
than some of its competitors, which may place it at a competitive disadvantage;
(iv) increasing its vulnerability in the event of a downturn in its business or
the economy generally; and (v) requiring that a substantial portion of the
Company's cash flow from operations be dedicated to the payment of principal and
interest on the Notes and not be available for other purposes.
 
  The Company's ability to make scheduled payments of principal of, or to pay
the interest on, or to refinance, its indebtedness, or to fund planned capital
expenditures will depend on its future performance, which, to a certain extent,
is subject to general economic, financial, competitive, legislative, regulatory
and other factors that are beyond its control. There can be no assurance that
the Company's business will generate sufficient cash flow from operations or
that anticipated revenue growth and operating improvements will be realized or
will be sufficient to enable the Company to service its indebtedness, or to fund
its other liquidity needs. There can be no assurance that the Company will be
able to refinance all or a portion of its indebtedness on commercially
reasonable terms or at
 


 
 
all. If the Company does not generate sufficient cash flow to meet its debt
service and working capital requirements, the Company may need to examine
alternative strategies that may include actions such as reducing or delaying
capital expenditures, restructuring or refinancing its indebtedness, the sale
of assets or seeking additional equity and/or debt financing. There can be no
assurance that any of these strategies could be effected on satisfactory
terms, if at all.
 
DEPENDENCE ON IN-HOUSE BILLING AND INFORMATION SYSTEM
 
  The accurate and prompt billing of the Company's customers is essential to
the Company's operations and future profitability. The Company's expected
growth and deployment of its ICN could give rise to additional demands on the
CTC Information System, and there can be no assurance that it will perform as
expected. The failure of the Company to adequately identify all of its
information and processing needs (including Year 2000 compliance), the failure
of the CTC Information System or the failure of the Company to upgrade the CTC
Information System as necessary could have a material adverse effect on the
Company and its results of operations.
 
DEPENDENCE ON NETWORK INFRASTRUCTURE AND PRODUCTS AND SERVICES OF OTHERS
 
  The Company does not currently own any part of a local exchange or long
distance network and depends entirely on facilities-based carriers for the
transmission of customer traffic. After the deployment of the ICN, it will
still rely, at least initially, on others for circuit switching of local voice
calls and on fiber optic backbone transmission facilities. There can be no
assurance that such switching or transmission facilities will be available to
the Company on a timely basis or on terms acceptable to the Company. The
Company's success in marketing its services requires that the Company provide
superior reliability, capacity and service. Although the Company can exercise
direct control of the customer care and support it provides, most of the
services that it currently offers are provided by others. Such services are
subject to physical damage, power loss, capacity limitations, software
defects, breaches of security (by computer virus, break-ins or otherwise) and
other factors, certain of which have caused, and will continue to cause,
interruptions in service or reduced capacity for the Company's customers. Such
problems, although not the result of failures by the Company, can result in
dissatisfaction among its customers.
 
  In addition, the Company's ability to provide complete telecommunications
services to its customers will be dependent to a large extent upon the
availability of telecommunications services from others on terms and
conditions that are acceptable to the Company and its customers. There can be
no assurance that government regulations will continue to mandate the
availability of some or all of such services or that the quality or terms on
which such services are available will be acceptable to the Company or its
customers.
 
RELIANCE ON INS; INS AGREEMENT
 
  The Company has engaged International Network Services, Inc. ("INS") to
design, engineer and build the Company's ICN in the Company's existing markets.
Any failure or inability by INS to perform these functions could cause delays or
additional costs in providing services to customers and building out the
Company's ICN in specific markets. The Company anticipates that it will also
contract with INS to operate and maintain the ICN upon completion of the
buildout
 

 
 
until such time as payment CTC personnel are hired. Any such failure could
materially and adversely affect the Company's business and results of
operations.
 
ABILITY TO MANAGE GROWTH; RAPID EXPANSION OF OPERATIONS
 
  The Company is pursuing a new business plan that, if successfully
implemented, will result in rapid growth and expansion of its operations,
which will place significant additional demands upon the Company's current
management. If this growth is achieved, the Company's success will depend, in
part, on its ability to manage this growth and enhance its information,
management, operational and financial systems. There can be no assurance that
the Company will be able to manage expanding its operations. The Company's
failure to manage growth effectively could have a material adverse effect on
the Company's business, operating results and financial condition.
 
POTENTIAL IMPACT OF THE BELL ATLANTIC LITIGATION AND THE TRO
 
  In December 1997, the Company filed suit against Bell Atlantic for breaches
of its agency contract, including the failure of Bell Atlantic's retail division
to pay $14 million in agency commissions (now approximately $11.5 million) owed
to the Company. The Company intends to pursue this suit vigorously. Although the
Company believes the collection of the agency commissions sought in the suit is
probable, there can be no assurance that the Company will be successful in
collecting these commissions. If the Company fails to collect any of the amounts
sought or if their collection becomes less than probable, the Company would be
required to write off the amounts reflected in its financial statements that it
is unable to collect or for which collection becomes less than probable. Delay
in the collection or write-off of the agency commissions sought may adversely
affect the Company.
 
  In the Company's litigation against Bell Atlantic, Bell Atlantic obtained a
temporary restraining order (the "TRO") prohibiting the Company until December
30, 1998 from marketing certain local telecommunications services to any Bell
Atlantic customer for whom the Company was responsible for account management,
or to whom the Company sold Bell Atlantic services, during 1997. Although the
Company is seeking to have the TRO modified or dissolved, there is no assurance
that it will be successful and the Company's sale of local service to such
customer sites could be prohibited until December 30, 1998. The inability of the
Company to sell local telephony services to such customers until such date may
continue to adversely affect the Company's business. In addition, the Company
must use Bell Atlantic infrastructure for nearly all of the local telephony
services that it currently provides and, although Bell Atlantic is prohibited by
federal law from discriminating against the Company, there can be no assurance
that the litigation with Bell Atlantic will not negatively affect the Company's
relationships with Bell Atlantic's wholesale division.
 
DEPENDENCE ON KEY PERSONNEL
 
  The Company believes that its continued success will depend to a significant
extent upon the abilities and continued efforts of its management,
particularly members of its senior management team. The loss of the services
of any of such individuals could have a material adverse effect on the
Company's results of operations. The success of the Company will also depend,
in part, upon the Company's ability to identify, hire and retain additional
key management as well as highly skilled and qualified sales, service and
technical personnel. Competition for qualified personnel in the
telecommunications industry is intense, and there can be no assurance that the
Company will be able to attract and retain additional employees and retain its
current key employees. The inability to hire and retain such personnel could
have a material adverse effect on the Company's business.
 
COMPETITION
 
  The Company operates in a highly competitive environment and has no
significant market share in any market in which it operates. The Company
expects that it will face substantial and growing competition from a variety
of data transport, data networking and telephony service providers due to
regulatory changes, including the continued implementation of the
Telecommunications Act of 1996 (the "Telecommunications Act"), and the increase
in the size, resources and number of such participants as well as a continuing
trend toward business
 


 
 
combinations and alliances in the industry. The Company faces competition for
the provision of integrated telecommunications services as well as competition
in each of the individual market segments that comprise the Company's
integrated approach. In each of these market segments, the Company faces
competition from larger, better capitalized incumbent providers, which have
long standing relationships with their customers and greater name recognition
than the Company.
 
REGULATION
 
  The Company's local and long distance telephony service, and to a lesser
extent its data services, are subject to federal, state, and, to some extent,
local regulation.
 
  The Federal Communications Commission ("FCC") exercises jurisdiction over all
telecommunications common carriers, including the Company, to the extent that
they provide interstate or international communications. Each state regulatory
commission retains jurisdiction over the same carriers with respect to the
provision of intrastate communications. Local governments sometimes impose
franchise or licensing requirements on telecommunications carriers and regulate
construction activities involving public right-of-way. Changes to the
regulations imposed by any of these regulators could affect the Company.
 
  While the Company believes that the current trend toward relaxed regulatory
oversight and competition will benefit the Company, the Company cannot predict
the manner in which all aspects of the Telecommunications Act will be
implemented by the FCC and by state regulators or the impact that such
regulation will have on its business. The Company is subject to FCC and state
proceedings, rulemakings, and regulations, and judicial appeal of such
proceedings, rulemaking and regulations, which address, among other things,
access charges, fees for universal service contributions, ILEC resale
obligations, wholesale rates, and prices and terms of interconnection and
unbundling. The outcome of these rulemakings, judicial appeals, and subsequent
FCC or state actions may make it more difficult or expensive for the Company
or its competitors to do business. Such developments could have a material
effect on the Company. The Company also cannot predict whether other
regulatory decisions and changes will enhance or lessen the competitiveness of
the Company relative to other providers of the products and services offered
by the Company. In addition, the Company cannot predict what other costs or
requirements might be imposed on the Company by state or local governmental
authorities and whether or not any additional costs or requirements will have
a material adverse effect on the Company.
 
RISKS ASSOCIATED WITH POSSIBLE ACQUISITIONS
 
  As it expands, the Company may pursue strategic acquisitions. Acquisitions
commonly involve certain risks, including, among others: difficulties in
assimilating the acquired operations and personnel; potential disruption of
the Company's ongoing business and diversion of resources and management time;
possible inability of management to maintain uniform standards, controls,
procedures and policies; entering markets or businesses in which the Company
has little or no direct prior experience; and potential impairment of
relationships with employees or customers as a result of changes in
management. There can be no assurance that any acquisition will be made, that
the Company will be able to obtain any additional financing needed to finance
such acquisitions and, if any acquisitions are so made, that the acquired
business will be successfully integrated into the Company's operations or that
the acquired business will perform as expected. The Company has no definitive
agreement with respect to any acquisition, although from time to time it has
discussions with other companies and assesses opportunities on an ongoing
basis.
 
YEAR 2000 COMPLIANCE
 
  The Company has assessed its systems and expects all of them to be year 2000
compliant by the end of 1998. However, there can be no assurance that all
systems will function adequately until the occurrence of year 2000. In
addition, if the systems of other companies on whose services the Company
depends or with whom the Company's systems interface are not year 2000
compliant, there could be a material adverse effect on the Company.
 
 


 
 
CONTROL BY PRINCIPAL SHAREHOLDERS; VOTING AGREEMENT
 
  As of May 16, 1998, the officers and directors and parties affiliated with
or related to such officers and directors controlled approximately 48.5% of
the outstanding voting power of the Common Stock. Robert J. Fabbricatore, the
Chairman and Chief Executive Officer of the Company, beneficially owns
approximately 27.5% of the outstanding shares of Common Stock. Consequently,
the officers and directors will have the ability to exert significant
influence over the election of all the members of the Company's Board, and the
outcome of all corporate actions requiring stockholder approval. In addition,
Mr. Fabbricatore has agreed to vote the shares beneficially owned by him in
favor of the election to the Company's Board of Directors of up to two persons
designated by the holders of a majority of the Series A Convertible Preferred
Stock.
 
IMPACT OF TECHNOLOGICAL CHANGE
 
  The telecommunications industry has been characterized by rapid
technological change, frequent new service introductions and evolving industry
standards. The Company believes that its long-term success will increasingly
depend on its ability to offer integrated telecommunications services that
exploit advanced technologies and anticipate or adapt to evolving industry
standards. There can be no assurance that (i) the Company will be able to
offer new services required by its customers, (ii) the Company's services will
not be economically or technically outmoded by current or future competitive
technologies, (iii) the Company will have sufficient resources to develop or
acquire new technologies or introduce new services capable of competing with
future technologies or service offerings (iv) all or part of the ICN or the
CTC Information System will not be rendered obsolete, (v) the cost of the ICN
will decline as rapidly as that of competitive alternatives, or (vi) lower
retail rates for telecommunications services will not result from
technological change. In addition, increases in technological capabilities or
efficiencies could create an incentive for more entities to become facilities-
based ICPs. Although the effect of technological change on the future business
of the Company cannot be predicted, it could have a material adverse effect on
the Company's business, results of operations and financial condition.