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                                                                    EXHIBIT 10.7

                                 PROMISSORY NOTE

$50,000,000.00                                            Grand Rapids, Michigan
                                                          August 26, 1999

                  FOR VALUE RECEIVED, the undersigned, US XCHANGE, L.L.C., a
Michigan limited liability company, 20 Monroe, NW, Suite 450, Grand Rapids,
Michigan 49503, promises to pay to the order of RONALD H. VANDER POL ("Lender"),
on demand at his main office in Grand Rapids, Michigan, or at such other place
as the Lender may designate in writing, the sum of Fifty Million Dollars
($50,000,000.00), or such lesser amount that may have been loaned by Lender to
the undersigned, pursuant to the provisions of the Business Loan Agreement
("Agreement") between the parties dated August 26, 1999, together with interest
on the unpaid balance thereof at the annual rate of Comerica Bank's prime rate
less 1.25%. Any change in the interest rate on this Note occasioned by a change
in Comerica Bank's prime interest rate shall be effective on the date of the
change in the prime interest rate by Comerica Bank. The unpaid principal balance
of this Note shall bear interest computed upon the basis of a year of Three
Hundred Sixty (360) days for the actual number of days elapsed in a month.

                  The interest on this Note shall be accrued monthly. The
principal and interest of this Note shall be payable on written demand by Lender
in the manner set forth in the Agreement between the parties.

                  This Note evidences the undersigned's indebtedness to Lender
by reason of loans made and to be made from time to time to the undersigned
under the Agreement and as set forth in the undersigned's Loan Account with
Lender, which Loan Account shall reflect said Loans.

                  This Note is given pursuant to the Agreement and the Lender
shall have all of the rights and powers set forth in the Agreement as though the
same were fully stated herein.

                  Reference is hereby made to the Agreement for a statement of
the terms and conditions under which the principal and accrued interest on this
Note may become, or may be declared to be, forthwith due and payable.

                  The Lender hereof may, at the Lender's option, extend the time
for payment of this Note or any portion thereof, and any such extension shall
not relieve the undersigned from any liability hereunder. Except as otherwise
provided in the Agreement, protest, presentment, demand and notice of nonpayment
are hereby waived by the undersigned.

                                              US XCHANGE, L.L.C.

         By  /s/  Richard Postma
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ATTEST:                                              Its  Chairman CEO
                                                         -----------------------
/s/  Donald Offringa
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Donald Offringa

Its  Treasurer
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