PROMISSORY NOTE
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$250,000                                                  Boston, Massachusetts
                                                          November 21, 1997


      FOR VALUE RECEIVED, Vermont Network Services Corporation (the "Buyer"),
hereby promises to pay to Vermont Telecommunications Network Services, Inc. (the
"Payee") the principal amount of Two Hundred Fifty Thousand Dollars
($250,000.00), due and payable on the first anniversary of the date hereof,
together with interest at the rate of eight percent (8%) per annum computed in
arrears on the unpaid principal balance and due and payable on the same due date
as principal hereunder.

     This Note is made pursuant to the terms of an Asset Purchase Agreement
dated November 13, 1997 (the "Asset Purchase Agreement") by and among the Buyer,
Payee and Zoltan B. Keve and is subject to, and governed by, the provisions of
said Asset Purchase Agreement, including without limitation, the rights of
deduction and offset set forth therein.

     The Buyer may prepay this Note and any installment due hereunder at any
time in whole or in part and without penalty or premium.

     The payment of the principal of and interest on this Note is hereby
expressly subordinated to the prior payment of the principal of and interest on
all indebtedness of the Buyer or with respect to which the Buyer is a guarantor,
whether outstanding on the date hereof or hereafter created, to any lender for
money borrowed by the Buyer or any affiliate of the Buyer, other than those
obligations which the Buyer may from time to time declare to be subordinate to
or equal in rank with this Note.

     The Payee agrees upon the written demand of the Buyer to execute with any
such lender such instrument or instruments of subordination of this obligation
as any such lender may demand.

     Upon the occurrence of any one or more of the following Events of Default,
the entire unpaid principal balance of the Note shall become immediately due and
payable at the option of the Payee:

     (a) the failure by the Buyer to pay when due any amount due under this
Note, which failure continues for fifteen (15) days after written notice
thereof; or (b) if any party liable hereon, 

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whether as maker, endorser, guarantor, surety or otherwise, shall make an
assignment for the benefit of creditors, or if a receiver of any such party's
property shall be appointed, or if a petition in bankruptcy or other similar
proceeding under any law for relief of debtors shall be filed by or against any
such party (and shall not be dismissed within 90 days after filing, in the case
of filings against such party).

     No delay or omission by the Payee in exercising any right under this Note
shall operate as a waiver of such right, or of any other right of the Payee, nor
shall any delay, omission or waiver on any one occasion be deemed to be a bar to
or waiver of the same or of any other right on any future occasion.  This Note
may be changed only by an agreement in writing.

     This Note has been delivered and accepted in the Commonwealth of
Massachusetts and shall be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts, without regard to its conflicts of law
principles.

     Executed as an instrument under seal, as of the day and year first above
written.


                                        Vermont Network Services Corporation


/s/ Angelo P. Gentile                   By: /s/ Franklin A. Reece
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Witness                                     Its: President


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