AUTH. SALES AGENT AGREEMENT

CONFIDENTIAL TREATMENT





AUTHORIZED SALES AGENT AGREEMENT



AGREEMENT made this 16th day of February 1996, by and between MCI TELECOMMUNICATIONS CORPORATION ("MCI"), 1801 Pennsylvania Avenue, N.W., Washington, D.C. 20006, a Delaware corporation, and SNYDER COMMUNICATIONS, L.P. ("Agent"), with principal offices located at 6903 Rockledge Drive, Bethesda, MD



WHEREAS, MCI wishes to expand all commercial entities access to MCI Preferred, MCI Flat Rate, and MCI PrePaid Calling Card Service as described in MCI Tariff FCC No. 1, any state tariffs, and any amendments thereto or successor tariffs (together, the "Tariff"); and network MCI Paging Service, network MCI Business and internetMCI (the "MCI Services").



WHEREAS, Agent desires to market the MCI Services set forth herein as an independent Authorized Sales Agent of MCI;



NOW, THEREFORE, the parties agree as follows:



1. Grant of Agency.



Subject to the terms of this Agreement, Agent is hereby appointed an

independent agent authorized to solicit in the Territory (as defined

in Exhibit C), on behalf of MCI, commercial customers (as

distinguished from residential customers) for MCI Services.



2. MCI PrePaid Calling Card Service.



a. The MCI PrePaid Calling Card Service has three (3) potential

applications. The first is the Internal Card ("MCI Internal

Calling Card"), which is purchased for internal company use.

The second is the Retail Card ("MCI PrePaid Retail Card")

which is purchased by a commercial enterprise for

redistribution. The third is the Promotional Card ("MCI

Promotional Calling Card") which is purchased by companies as

a premium for their customers or clients.



b. With respect to MCI PrePaid Calling Card Service, Agent shall

not be required to comply with the provisions contained in

Section 15.a., b. or c., Non-Competition, of this Agreement.



3. Definitions.



a. Account. For purposes of this Agreement, Account shall mean a

commercial entity which purchases MCI Services (which services

are identified in the first WHEREAS clause, above) in response

to solicitation by Agent.











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Confidential Treatment under Rule 406 of the Securities Act of

1933 and filed separately with the Securities and Exchange



CONFIDENTIAL TREATMENT



b. Excluded Revenue. For purposes of this Agreement, Excluded

Revenue shall mean: (i) any MCI charges for goods or services

that are not tariffed; (ii) pass through access/egress (or

related) charges imposed by third parties; (iii) any

non-recurring charge imposed in MCI Tariff FCC No. 1; (iv) MCI

Directory Assistance Services; (vi) unless otherwise agreed in

writing by MCI, monthly recurring usage revenue derived from

any person or entity that was an MCI customer at the time of

order solicitation or within thirty (30) days prior thereto;

(vii) amounts billed under MCI Special Customer Arrangements

("SCAs") , Corporate Service Plans ("CSPs") Competitive

Proposal Responses ("CPRs") or other special pricing not

generally available under the Tariff; (viii) promotional or

other credits granted to Agent's Accounts. i)



c. Flat Rate Revenue. For purposes of this Agreement, Flat Rate

Revenue shall mean the sum of Flat Rate Month to Month Revenue

and MCI's recurring usage revenue from Agent's Accounts

associated with the Accounts' usage of Flat Rate which the end

user purchases for a definite period of time greater than one

month under a written MCI Value Insurance Plus ("VIP+")

agreement, excluding Excluded Revenue.



d. Internet Revenue. For purposes of this Agreement, Internet

Revenue shall mean MCI's monthly recurring revenue from

Agent's Accounts for access fees associated with the Accounts'

usage of internetMCI, specifically the local internet access

fee, the fee per additional hour of local Internet access and

the fee charged per hour of internet access through an 800

number. Such revenue shall not include taxes, surcharges,

software fees, service establishment fees, equipment charges

or any other amounts billed by MCI to the Accounts other than

access charges.



e. nMB Revenue. For purposes of this Agreement, nMB Revenue

shall mean MCI's monthly recurring revenue from Agent's

Accounts associated with the Accounts' usage of networkMCI

Business, specifically the infoMCI monthly fee, the local

internet access fee, the fee charged per additional hour of

local internet access, the fee charged per hour of internet

access through an 800 number and the fees charged on per page

use of MCI Mail. nMB Revenue shall not include such items as

taxes, surcharges, software license fees, service

establishment fees or equipment charges.



f. Preferred Revenue. For purposes of this Agreement, Preferred

Revenue shall mean MCI's recurring usage revenue from Agent's

Accounts associated with the Accounts' usage of Preferred

Month to Month and Preferred Term, excluding Excluded Revenue.



g. PrePaid Calling Card Commissionable Revenue. For purposes of

this Agreement, PrePaid Calling Card commissionable Revenue

shall mean MCI's monthly











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Confidential Treatment under Rule 406 of the Securities Act of

1933 and filed separately with the Securities and Exchange

-2- CONFIDENTIAL TREATMENT



recurring usage revenue from MCI PrePaid Calling Card sales

solicited by Agent, but excluding Excluded Revenue.



h. networkMCI Paging Service Revenue. For the purposes of this

Agreement, networkMCI Paging Service Revenue shall mean

revenue for each alphanumeric or number pager sold and based

on the networkMCI Paging Service coverage option selected by

commercial entities solicited by Agent and accepted by MCI.



i. Average Cumulative ANI Billing. For the purposes of this

Agreement, Average Cumulative ANI Billing ("ANI Average")

shall equal the average life of an ANI measured during a

one-year period multiplied by the average revenue per ANI

measured during a one-year period.





j. Non-Long Distance Services. For the purposes of this

Agreement, Non-Long Distance Services shall mean networkMCI

Paging Service, networkMCI Business, internetMCI, and MCI

PrePaid Calling Card Service.



4. Commitment.



a. Agent agrees that during the Term of this Agreement the Total

Revenue in each month shall be equal to or greater than the

applicable amounts indicated below ("Minimum Monthly

Commitment") as a material condition of this Agreement.



Minimum Monthly

Month of Term One Commitment

----------------- --------------------

1 - 11 *

------------------------

12 *

------------------------



Month of Terms Two Minimum Monthly

Through Five Commitment

------------------------- --------------------

1-12 *

------------------------



b. Agent agrees that at least __*__ percent (_*_%) of the Minimum

Monthly Commitment shall derive from revenue of the Non-Long

Distance Services. If during any month of the Term of this

Agreement Agent fails to reach the minimum Non-Long Distance

Services commitment under this Section 4(b), then MCI may, at

its discretion, terminate this Agreement.











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Confidential Treatment under Rule 406 of the Securities Act of

1933 and filed separately with the Securities and Exchange

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c. Agent agrees that an amount equal to or greater than __*__

percent (_*_%) of the Automatic Number Identification ("ANI")

sold by Agent shall derive from the sale of MCI's VIP+ term

plans. If during any six (6) month period of the Term of this

Agreement Agent fails to reach the minimum ANI commitment

under this Section 4(c), then MCI may, at its discretion,

terminate this Agreement.



5. Sales Agency.



a. Agent hereby accepts the appointment by MCI as its authorized

representative to solicit orders from commercial customers for

MCI Services subject to the terms and conditions of this



b. Neither Upfront Payment nor commission shall be payable on

Preferred Commissionable Revenue derived from any person or

entity that is an MCI National or Multinational account.



c. Upfront Payment.



(1) Subject to Sections 5.c.(2), 5.c.(3), 5.c.(4),

5.c.(5) and 5.c.(6), below, MCI shall pay Agent a

one-time payment ("Upfront Payment") for each 800

number and each ANI which receives either MCI

Preferred Service or Flat Rate service ("Preferred

800 number" and "Preferred ANI"), that is installed

in MCI's system and approved by MCI (which approval

shall be according to criteria developed by MCI and

which approval may be determined after installation)

("Approved and Installed"), and that is designated by

customer to be changed to MCI as the Primary

Interexchange Carrier ("PIC"), which PIC designation

is processed and confirmation is received by MCI

("Confirmed PICed"). MCI's systems that measure PIC

status and disconnects will be operated with the same

degree of efficiency as used for MCI's internal

orders. MCI is not responsible for attempted PICs

for which no response is received, or if rejection is

received from the customer, which MCI believes may

total__*__% or more of all submitted ANIs. The

Upfront Payment for each Preferred 800 number and

Preferred ANI receiving MCI Preferred Service shall

be ______*________ Dollars ($___*___); the

Upfront Payment for each Preferred 800 number and

Preferred ANI receiving Flat Rate service under a

twenty four month term agreement shall be ___*___

Dollars ($___*____).



(2) If (i) a Preferred 800 Number or Preferred ANI has

usage within the first ninety (90) days after such

Preferred 800 number was installed or Preferred ANI

was Confirmed PICed but the charges for such usage

are later











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Treatment under Rule 406 of the Securities Act of 1933 and

filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT



written off as uncollectible; or, (ii) a Preferred

800 number or Preferred ANI was Confirmed and PICed

such confirmation is not received within forty-five

(45) days of payment of the Upfront Payment for such

Preferred ANI, then MCI will either deduct the

Upfront Payment MCI paid Agent for such Preferred 800

number or Preferred ANI from the next consecutive

commission payments or if on the day the last

commission is due and payable, MCI has not fully

deducted the Upfront Payment MCI paid Agent for such

Preferred 800 number or Preferred ANI, on that day

Agent shall pay MCI any amounts owed.



(3) Notwithstanding Section 5.c.(1), MCI will not make an

Upfront Payment on any Cellular Preferred ANI or

Pager Preferred ANI. If Agent receives an Upfront

Payment on any such ANIs, Agent shall repay to MCI

such Upfront Payment received.



(4) Notwithstanding Section 5.c.(1) , MCI will not make

an Upfront Payment on any Preferred 800 numbers or

Preferred ANIs converted to MCI from

T*USA/SMARTminutes service (formerly know as

EasyPlan) If Agent receives an Upfront Payment on any

such ANIs, Agent shall repay to MCI the Upfront

Payment received.



(5) Notwithstanding Section 5.c.(1), MCI will pay Upfront

Payment on only one (1) domestic Preferred 800 number

per ANI and one (1) international Preferred 800

number per ANI when such ANIs are approved and

installed in MCI's system. If Agent receives an

Upfront Payment on more than one such number per ANI,

Agent shall repay to MCI the excess Upfront Payment



(6) Notwithstanding Section 5.c.(1), MCI will not pay

Upfront Payment on Preferred and Preferred 800

add-ons and features (such as private or personal 800

numbers).



(7) MCI shall pay Agent a retroactive Upfront Payment or

each Preferred 800 number and Preferred ANI which

received MCI Preferred Service during the period of

November 1, 1995 through December 31, 1995 pursuant

to the MCI/Agent ASA Agreement executed on June 27,

1994 ("Old MCI/Agent ASA"). Said retroactive payment

shall equal the ____*____ Dollar ($_____*_____

) Upfront Payment set forth in this Agreement minus

the amount paid under the Upfront Payment set forth

in the Agent's Old MCI/Agent ASA.











*Text deleted pursuant to an application for Confidential

Treatment under Rule 406 of the Securities Act of 1933 and

filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT







b. Estimated Payment.



MCI will advance Agent a weekly estimated Upfront Payment

("Estimated Payments") in the amount of __________________

____*______ Dollars ($_______*______). The Estimated

Payments represent an _______*______ percent (__*__%) advance

payout based on the historical average submittal rates by

Agent. At the end of each month, MCI shall calculate the

amounts owed to Agent by reconciling the Estimated Payments

advanced to Agent and the actual Upfront Payments owed to

Agent. At this time, MCI will forward any amounts due to

Agent. However, if after the reconciliation, the Estimated

Payments advanced to Agent are greater than the actual amounts

owed to Agent for that month, then Agent shall immediately

repay to MCI any amounts owed, or MCI may, at its discretion,

deduct any amounts payable to MCI pursuant to this section

from Upfront Payments or commissions otherwise payable to



A schedule of payments and reconciliation dates will be

provided to Agent on a quarterly basis. At MCI's discretion

or upon Agent's request, the submittal rate and acceptance

rate of ANIs will be reviewed monthly. If the submittal or

acceptance rate fluctuates either upward or downward by a

margin of ___*____ Percent (__*__%) of the current rates,

then MCI will notify Agent and MCI may, at its discretion,

adjust the Estimated Payments accordingly.



MCI shall pay Agent for submitted orders that reject of R-1

orders (defined as converted ANI's). However, if in any month

the number of R-1 orders rejected exceed __*__ percent (_*_%)

of the total orders submitted for that month, MCI may at its

own discretion, chargeback for any R-1s for which MCI has paid

commissions and which exceed the __*__% limit. MCI will

provide Agent with a timely analysis of the ANIs rejected with

an R-1 status.



In the event that Agent's submittal rate decreases below __*__

ANIs per week, MCI may, at its discretion, discontinue

Estimated Payments, at which time MCI will pay Agent based on

ANIs actually Installed and Accepted in MCI's order entry



e. Non-Long Distance Services.



Revenues attributable to Non-Long Distance Services shall

count towards the Agent's Minimum Monthly Commitment, however,

revenues from Non-Long Distance Services shall not be











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Treatment under Rule 406 of the Securities Act of 1933 and

filed separately with the Securities and Exchange Commission.

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f. ANI Underutilization



Agent's ANI Average must equal or exceed _______*________

Dollars (__*___) ("Minimum ANI Billing"). If Agent's ANI

Average is more than ____*____ Dollars but less than the

Minimum ANI Billing, then MCI may, at its discretion

terminate or renegotiate this Agreement at any time.

Furthermore, if Agent's ANI Average is less than _____*_____

Dollars, then MCI may, at its discretion terminate this

Agreement at any time and Agent shall pay MCI

$___*____ for every dollar that Agent falls short of the $__*__

ANI Average. MCI shall measure compliance with the ANI

Average restriction on a semi-annual basis, with the

calculation being done as soon as the data is available for

the preceding calendar semi-annual period.



g. When an Account has one or more invoices ninety (90) days or

more past due, MCI may declare the amounts owed from such

Accounts to be bad debt. MCI shall calculate the amount of

bad debt generated by Agent's Accounts from time to time, but

in no event more often than once every three (3) months

("Quarter"). In the event that bad debt from sales solicited

by Agent equals or exceeds a bad debt limit, which limit shall

initially be __*__ percent (_*_%) of the average monthly

Total Revenue for the Quarter prior to the date of bad debt

calculation, MCI may, at its discretion, deduct from any

subsequent commission payments to Agent commissions paid on

bad debt charged off in the Quarter prior to the date of

calculation. The commissions paid on bad debt to be deducted

shall be calculated by totaling all commissions and fees paid

on MCI Services under this Agreement in the applicable

Quarter, dividing that total by the amount of Total Revenue

generated in that Quarter and multiplying the result by the

total amount of bad debt charged off in that Quarter. MCI

may, in its reasonable discretion and from time to time,

change the amount of the bad debt limit, though MCI shall not

change the bad debt limit more than two (2) times in a

calendar year. No failure or refusal by MCI to offset any

amount of bad debt shall be deemed a waiver or forfeiture of

any right of MCI to offset such amounts at a later time.



As an example, if in Quarter One, Total Revenue in each of the

three months is $__*__, $__*__ and $__*__ (for a total of $

___*___ or an average of $___*___ per month), while bad debt

charged off in the three months of Quarter One is $_*_, $__*__

and $__*__ (for a total of $__*__ or an average of $__*__ per

month), then the average bad debt will be __*__% of the average

monthly Total Revenue ($__*__ of average monthly bad debt

divided by $__*__ of average monthly Total Revenue), and the

__*__% cap on bad debt would be exceeded. To calculate the

deduction of commission and fees paid on the bad debt, first

take the total of all commissions and fees paid in Quarter

one. Suppose the monthly commissions and fees paid in











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Treatment under Rule 406 of the Securities Act of 1933 and

filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT



Quarter One were $_*_, $_*_ and $_*_ for a total in Quarter

One of $__*__. This figure ($_*_) would be divided by the

Total Revenue in Quarter One ($__*__) for a result of__*__.

This figure (_*_) would then be multiplied by the total bad

debt charged off in Quarter One ($_*_) to determine the

commission and fees to be deducted (__*__ $ * = $__*__).



MCI will use the same degree of effort to collect revenue

associated with an Accounts as is used for MCI's accounts.

Upon request by Agent, MCI will use its best efforts to

provide Agent with the necessary information, as deemed by

MCI, to identify bad debt customers.



h. Agent shall be permitted to solicit orders by means of

telemarketing as long as Agent is in compliance with the

following provisions: (i) Agent shall not conduct

telemarketing through any subagent, assignee or third party

contractor without the prior, express written ...