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                                Before the
                     Federal Communications Commission
                          Washington, D.C. 20554

In the Matter of
                                        )
AXCES, INC.                                     )
                                        )
Application for authority, pursuant to  )       File No. ITC-97-723-TC
Section 214 of the Communications Act of)
1934, as amended, to transfer control of an     )
authorized international carrier.       )


MEMORANDUM OPINION, ORDER  AND AUTHORIZATION


   Adopted:  January 13, 1998                                          Released:  January 16, 1998

By the Chief, Telecommunications Division:

              1.      Axces, Inc. (Axces) and MTM Holding Corporation (Holdings), pursuant to
Section 214 of the Communications Act of 1934, as amended, submitted the above-captioned application
requesting authority to transfer control of Axces to Holdings.  The application was placed on public
notice on December 3, 1997.   No comments were received.

              2.      Axces, a privately-held Delaware corporation, is authorized to provide resold
international switched services.  Holdings, a privately-held Texas corporation, does not hold any
Commission authorizations.  Axces and Holdings have entered into a Share Exchange Agreement,
pursuant to which Holdings would acquire all the outstanding shares of Axces.  Axces will become a
wholly-owned subsidiary of Holdings.

              3.      Upon consideration of the application and in view of the foregoing, we conclude
that consent to transfer control of Axces to Holdings will  serve the public interest, convenience and
necessity.

              4.      Accordingly, IT IS ORDERED that the application of Axces and Holdings, File
No. ITC-97-723-TC IS GRANTED, and the transfer of control of Axces  to Holdings is authorized.

              5.      IT IS FURTHER ORDERED that all terms and conditions of any Commission
orders granting authority to Axces to provide common carrier services remain in effect.
              6.       This Order is issued under Section 0.261 of the Commission's Rules and is
effective upon adoption.  Petitions for reconsideration under Section 1.106 or applications for review
under Section 1.115 of the Commission's Rules may be filed within 30 days of the date of public notice
of this Order (see Section 1.4(b)(2)).

                      FEDERAL COMMUNICATIONS COMMISSION



                      Diane J. Cornell
                      Chief, Telecommunications Division
                      International Bureau