CHOICE ONE COMMUNICATIONS INC
SECURITIES PURCHASE AGREEMENT DATED AUGUST 1, 2000
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>SECURITIES PURCHASE AGREEMENT DATED AUGUST 1, 2000
<TEXT>

<PAGE>

                                                                    Exhibit 10.7
                                                                    ------------

                         SECURITIES PURCHASE AGREEMENT

                                  dated as of

                                August 1, 2000

                                     among

             MORGAN STANLEY DEAN WITTER CAPITAL PARTNERS IV, L.P.,

                         MSDW IV 892 INVESTORS, L.P.,

            MORGAN STANLEY DEAN WITTER CAPITAL INVESTORS IV, L.P.,

                                      and

                        CHOICE ONE COMMUNICATIONS INC.

                       relating to the purchase and sale

                                      of

                                  Securities

                                      of

                        CHOICE ONE COMMUNICATIONS INC.
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                               TABLE OF CONTENTS

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                                   ARTICLE 1

                                  DEFINITIONS

 SECTION 1.01.  Definitions.................................................   1

                                   ARTICLE 2

                               PURCHASE AND SALE

 SECTION 2.01.  Purchase and Sale...........................................   6
 SECTION 2.02.  Closing.....................................................   6

                                   ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE ISSUER

 SECTION 3.01.    Organization, Corporate Power and Licenses................   7
 SECTION 3.02.    Capital Stock and Related Matters.........................   7
 SECTION 3.03.    Authorization; No Breach..................................   7
 SECTION 3.04.    Governmental Consents.....................................   8
 SECTION 3.05.    Compliance with Laws......................................   8
 SECTION 3.06.    Subsidiaries..............................................   8
 SECTION 3.07.    Financial Statements......................................   9
 SECTION 3.08.    Absence of Certain Changes................................   9
 SECTION 3.09.    SEC Reports...............................................   9
 SECTION 3.10.    Material Contracts........................................   9
 SECTION 3.11.    Litigation................................................   9
 SECTION 3.12.    Taxes.....................................................  10
 SECTION 3.13.    Intellectual Property.....................................  10
 SECTION 3.14.    Environmental Compliance..................................  10
 SECTION 3.15.    Compliance with ERISA.....................................  10
 SECTION 3.16.    Regulatory Matters........................................  11
 SECTION 3.17.    Disclosure................................................  11
 SECTION 3.18.    Transaction Documents.....................................  11
 SECTION 3.19.    Related Transactions......................................  12
 SECTION 3.20.    Finder's Fees.............................................  13

                                   ARTICLE 4

                  REPRESENTATIONS AND WARRANTIES OF PURCHASERS

 SECTION 4.01.    Corporate Existence and Power.............................  13
 SECTION 4.02.    Corporate Authorization...................................  13
 SECTION 4.03.    Governmental Authorization................................  13
 SECTION 4.04.    Noncontravention..........................................  13
 SECTION 4.05.    Purchase for Investment...................................  13
 SECTION 4.06.    Litigation................................................  14
</TABLE>

                                      (i)
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 SECTION 4.07.    Finders' Fees.............................................  14

                                   ARTICLE 5

                             CONDITIONS TO CLOSING

 SECTION 5.01.    Conditions to Obligations of each Party...................  14
 SECTION 5.02.    Conditions to Obligation of the Purchasers................  14
 SECTION 5.03.    Condition to Obligation of the Issuer.....................  14

                                   ARTICLE 6

                           SURVIVAL; INDEMNIFICATION

 SECTION 6.01.    Survival..................................................  15
 SECTION 6.02.    Indemnification...........................................  15
 SECTION 6.03.    Issuance of Capital Stock.................................  16

                                   ARTICLE 7

                                 MISCELLANEOUS

 SECTION 7.01.    Notices...................................................  16
 SECTION 7.02.    Amendments and Waivers....................................  17
 SECTION 7.03.    Expenses; Documentary Taxes...............................  17
 SECTION 7.04.    Successors and Assigns....................................  17
 SECTION 7.05.    Governing Law.............................................  17
 SECTION 7.06.    Jurisdiction..............................................  18
 SECTION 7.07.    Waiver Of Jury Trial......................................  18
 SECTION 7.08.    Counterparts; Third Party Beneficiaries...................  18
 SECTION 7.09.    Entire Agreement..........................................  18
 SECTION 7.10.    Captions..................................................  18
</TABLE>

                                     (ii)
<PAGE>

                                                                    Exhibit 10.7
                                                                    ------------

                         SECURITIES PURCHASE AGREEMENT

     AGREEMENT dated as of August 1, 2000 between Morgan Stanley Dean Witter
Capital Partners IV, L.P., a Delaware limited partnership ("MSDWCP"), MSDW IV
892 Investors, L.P., a Delaware limited partnership, and Morgan Stanley Dean
Witter Capital Investors IV, L.P., a Delaware limited partnership, (each of the
foregoing, a "Purchaser", and collectively, the "Purchasers"), and Choice One
Communications Inc., a Delaware corporation (the "Issuer").

                              W I T N E S S E T H:

     WHEREAS, the Issuer, Barter Acquisition Corporation, a Delaware corporation
and a wholly-owned subsidiary of the Issuer ("Newco"), US Xchange, Inc., a
Delaware corporation ("US Xchange") and the stockholder of the issued and
outstanding capital stock of US Xchange (the "Stockholder"), have entered into
an Agreement and Plan of Merger dated as of May 14, 2000 (the "Merger
Agreement");

     WHEREAS, upon consummation of the merger (the "Merger") under the Merger
Agreement in accordance with the terms and conditions thereof, US Xchange will
be merged with and into Newco, and Newco will continue as the surviving
corporation of the Merger (the "Acquisition"); and

     WHEREAS, in connection with obtaining financing for the Acquisition, the
Issuer agreed to issue and sell Series A Senior Cumulative Preferred Stock and
warrants to purchase shares of the Issuer's common stock substantially on the
terms set forth in a commitment letter dated April 27, 2000 between the Issuer
and MSDW Capital Partners IV, LLC, the general partner of each of the Purchasers
(the "Commitment Letter").

     NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE 1
                                  DEFINITIONS

     SECTION 1.01.  Definitions. The following terms, as used herein, shall have
the following meanings:

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with such Person;
provided no securityholder of the Issuer shall be deemed an Affiliate of any
other securityholder solely by reason of any investment in the Issuer.  For the
purpose of this definition, the term "control" (including with correlative
meanings, the terms "controlling", "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.

     "Benefit Arrangement" means any employment, severance or similar contract
or arrangement (whether or not written) or any plan, policy, fund, program or
contract or
<PAGE>

                                      -2-

arrangement (whether or not written) providing for compensation, bonus, profit-
sharing, stock option, or other stock related rights or other forms of incentive
or deferred compensation, vacation benefits, insurance coverage (including any
self-insured arrangements), health or medical benefits, disability benefits,
workers' compensation, supplemental unemployment benefits, severance benefits
and post-employment or retirement benefits (including compensation, pension,
health, medical or life insurance or other benefits) that (i) is not an Employee
Plan, (ii) is entered into, maintained, administered or contributed to, as the
case may be, by the Issuer or any Subsidiary and (iii) covers any employee or
former employee of the Issuer or any Subsidiary.

     "Bridge Loan Documents" means the Bridge Financing Agreement, dated as of
August 1, 2000, among the Issuer, the lenders party thereto and Morgan Stanley
Senior Funding, Inc. as arranger and book runner, and all of the documents
contemplated thereby.

     "Certificate of Designations" means the Certificate of Designations,
Preferences and Rights of Series A Senior Cumulative Preferred Stock,
substantially in the form of Exhibit A hereto.

     "CLEC" means a competitive local exchange carrier under applicable
Communications Law.

     "Closing Date" means the date of the Closing.

     "Code" means the Internal Revenue Code of 1986, as amended, and the rules
and regulations promulgated thereunder.

     "Common Stock" means the common stock of the Issuer, par value $0.01 per
share.

     "Communications Law" means the Communications Act of 1934, as amended, and
all rules and regulations promulgated thereunder, or any successor statute or
statutes thereto (including, without limitation, the Telecommunications Act of
1996) and all rules and regulations promulgated thereunder, and all rules and
regulations of the Federal Communications Commission, any applicable PUC or any
other applicable governmental authority related to the provision of
telecommunication or broadcast services, each as amended or supplemented from
time to time.

     "Communications License" means any license for the provision of CLEC
telephony service, and any other license, permit, consent, certificate of
compliance, franchise, approval, waiver or authorization granted or issued by
Federal Communications Commission or other applicable governmental authority,
including, without limitation, any PUC, each of the foregoing authorizing or
permitting the acquisition, construction of Network Facilities or any other
system for the provision of CLEC telephony service.

     "EdgeNet Note" means, collectively, the four convertible subordinated notes
in aggregate amount of $750,000 dated February 24, 2000, between the Issuer and
each of the former shareholders of EdgeNet, Inc.
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                                      -3-

     "Employee Plan" means any "employee benefit plan", as defined in Section
3(3) of ERISA, that (i) is subject to any provision of ERISA, (ii) is
maintained, administered or contributed to by the Issuer or any Subsidiary and
(iii) covers any employee or former employee of the Issuer or any Subsidiary.

     "Environmental Laws" means any federal, state, local or foreign law
(including, without limitation, common law), treaty, judicial decision,
regulation, rule, judgment, order, decree, injunction, permit or governmental
restriction or requirement Or any agreement with any governmental authority or
other Person, whether now or hereafter in effect, relating to human health and
safety, the environment or to hazardous substances.

     "Environmental Liabilities" means all liabilities of the Issuer and the
Subsidiaries, whether contingent or fixed, known or unknown, which arise under
or relate to matters covered by Environmental Laws.

     "Environmental Permits" means all permits, licenses, franchises,
certificates, approvals and other similar authorizations of governmental
authorities relating to or required by Environmental Laws and affecting, or
relating in any way to, the business of the Issuer or any Subsidiary.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the rules and regulations promulgated thereunder.

     "ERISA Group" means the Issuer, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses under common
control which, together with the Issuer or any Subsidiary, are treated as a
single employer under Section 414 of the Code.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.

     "Financings" means the transaction contemplated under the Bridge Loan
Documents and the Senior Loan Documents, collectively.

     "GAAP" means United States generally accepted accounting principles as in
effect on the date hereof.

     "Hazardous Substances" means any pollutant, contaminant, waste or chemical
or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous
substance, waste or material, or any substance, waste or material having any
constituent elements displaying any of the foregoing characteristics, including,
without limitation, petroleum, its derivatives, by-products and other
hydrocarbons, and any substance, waste or material regulated under any
Environmental Law.

     "Information Statement" means the Definitive Information Statement filed by
the Issuer on Schedule 14C with the Securities and Exchange Commission on July
6, 2000.

     "Intellectual Property Rights" means (i) inventions, whether or not
patentable, reduced to practice or made the subject of one or more pending
patent applications, (ii) national and
<PAGE>

                                      -4-

multinational statutory invention registrations, patents and patent applications
(including all reissues, divisions, continuations, continuations-in-part,
extensions and reexaminations thereof) registered or applied for in the United
States and all other nations throughout the world, all improvements to the
inventions disclosed in each such registration, patent or patent application,
(iii) trademarks, service marks, trade dress, logos, domain names, trade names
and corporate names (whether or not registered) in the United States and all
other nations throughout the world, including all variations, derivations,
combinations, registrations and applications for registration of the foregoing
and all goodwill associated therewith, (iv) copyrights (whether or not
registered) and registrations and applications for registration thereof in the
United States and all other nations throughout the world, including all
derivative works, moral rights, renewals, extensions, reversions or restorations
associated with such copyrights, now or hereafter provided by law, regardless of
the medium of fixation or means of expression, (v) computer software, (including
source code, object code, firmware, operating systems and specifications), (vi)
trade secrets and, whether or not confidential, business information (including
pricing and cost information, business and marketing plans and customer and
supplier lists) and know-how (including manufacturing and production processes
and techniques and research and development information), (vii) industrial
designs (whether or not registered), (viii) databases and data collections, (ix)
copies and tangible embodiments of any of the foregoing, in whatever form or
medium, (x) all rights to obtain and rights to apply for patents, and to
register trademarks and copyrights, (xi) all rights in all of the foregoing
provided by treaties, conventions and common law and (xii) all rights to sue or
recover and retain damages and costs and attorneys' fees for past, present and
future infringement or misappropriation of any of the foregoing.

     "Lien" means, with respect to any property or asset, any mortgage, lien,
pledge, charge, security interest, encumbrance or other adverse claim of any
kind in respect of such property or asset.  For the purposes of this Agreement,
a Person shall be deemed to own subject to a Lien any property or asset which it
has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such property or asset.

     "Material Adverse Effect" means a material adverse effect on the condition
(financial or otherwise), business, assets, liabilities, results of operations
or prospects of the Issuer and the Subsidiaries, taken as a whole.

     "Merger Documents" means the Merger Agreement and all of the documents
contemplated thereby to which either US Xchange or the Stockholder is a party.

     "Multiemployer Plan" means each Employee Plan that is a multiemployer plan,
as defined in Section 3(37) of ERISA.

     "Network Agreement" means any interconnection agreement or other document
or agreement entered into by Issuer or any Subsidiary regarding the use,
operation or maintenance of, or otherwise concerning, any of the switches and
network of digital and analog facilities owned or leased by Issuer or any
Subsidiary for use in the provision of CLEC telephony service or other voice or
data transmission services.
<PAGE>

                                      -5-

     "Network Facility" means the Switches and network of digital and analog
facilities owned or leased by the Issuer or any Subsidiary for use in the
provision of CLEC telephony service or other voice or data transmission
services.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Person" means an individual, corporation, partnership, limited liability
company, association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

     "Preferred Stock" means the shares of Series A Senior Cumulative Preferred
Stock.

     "PUC" means any state, provincial or other local regulatory agency or body
that exercises jurisdiction over the rates or services or the ownership,
construction or operation of any Network Facility or CLEC telephony system or
over Persons who own, construct or operate a Network Facility or any such
system.

     "PUC Authorizations" means all applications, filings, reports, documents,
recordings and registrations with, and all validations, exemptions, franchises,
waivers, approvals, orders or authorizations, consents, licenses, certificates
and permits from, any PUC.

     "Regulated Activity" means any generation, treatment, storage, recycling,
transportation or disposal of any Hazardous Substance.

     "SEC Reports" means the forms, reports and documents filed by the Issuer
with the Securities and Exchange Commission, including without limitation any
such forms, reports and documents filed pursuant to the Securities Act or the
Exchange Act.

     "Securities" means, collectively, the Preferred Stock and the Warrants.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

     "Senior Loan Documents" means the Second Amended and Restated Credit
Agreement dated as of August 1, 2000 by and among the Issuer, certain of its
subsidiaries, the lenders referred to therein and First Union Investors, Inc.,
as Administrative Agent, and all of the documents contemplated thereby.

     "Subsidiary" means any Person of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at the time directly
or indirectly owned by the Issuer.

     "Switch" means any Lucent 5-ESS Switch or other comparable switch for the
provision of CLEC telephony service or packet-based switch for the provision of
DSL and/or voice services.
<PAGE>

                                      -6-

     "Transaction Documents" means the documents contemplated by this Agreement
(including without limitation, the Certificate of Designations and the, Warrant
Agreement), the Merger Documents, the Bridge Loan Documents and the Senior Loan
Documents, collectively.

     "Warrant Agreement" means the Warrant Agreement dated as of the date hereof
in the form of Exhibit B hereto.

     "Warrants" means the warrants to purchase shares of the Common Stock in
accordance with the terms and conditions of the Warrant Agreement.

                                   ARTICLE 2
                               PURCHASE AND SALE

     SECTION 2.01.  Purchase and Sale. Upon the terms and subject to the
conditions of this Agreement, the Issuer agrees to issue and sell to each
Purchaser, and each Purchaser agrees, severally but not jointly, to purchase
from the Issuer at the Closing, the number and type of Securities and at the
prices indicated opposite such Purchaser's name on Schedule 2.01.

     SECTION 2.02.  Closing.  The closing (the "Closing") of the purchase and
sale of the Securities hereunder shall take place on August 1, 2000 at the
offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York, or
at such other place as the parties may agree. At the Closing:

          (a) Each Purchaser shall deliver to Issuer the cash amount indicated
     opposite such Purchaser's name on Schedule 2.01 in immediately available
     funds by wire transfer to an account of the Issuer designated by the
     Issuer, by notice to such Purchasers, which notice shall be delivered not
     later than two business days prior to the Closing Date.

          (b) The Issuer shall deliver to each Purchaser certificates for the
     number and type of Securities indicated opposite such Purchaser's name on
     Schedule 2.01, duly registered in the name of such Purchaser.

          (c) The Issuer shall deliver to each Purchaser a certificate of the
     secretary of the Issuer that the Certificate of Designations has been filed
     with the Secretary of State of the State of Delaware in accordance with the
     law of the State of Delaware.

          (d) The Issuer shall deliver to each Purchaser evidence that the
     shares of Common Stock issuable upon exercise of the Warrants have been
     approved for listing on the Nasdaq Stock Market.

          (e) The Issuer shall deliver to each Purchaser an opinion of Nixon
     Peabody LLP, counsel to the Issuer, dated the Closing Date, in form and
     substance reasonably satisfactory to the Purchasers.  In rendering such
     opinion, such counsel may rely upon certificates of public officers and, as
     to matters of fact, upon certificates of officers of the Issuer, copies of
     which opinions and certificates shall be contemporaneously delivered to the
     Purchasers.
<PAGE>

                                      -7-

                                   ARTICLE 3
                 REPRESENTATIONS AND WARRANTIES OF THE ISSUER

     The Issuer represents and warrants to each Purchaser (including without
limitation immediately after giving effect to the Acquisition and the
Financings) that:

     SECTION 3.01.  Organization, Corporate Power and Licenses.  The Issuer is a
corporation duly organized, validly existing and in good standing under the laws
of Delaware and is qualified to do business in every jurisdiction in which its
ownership of property or conduct of business requires it to qualify, except for
those jurisdictions where failure to be so qualified or in good standing could
not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect. The Issuer possesses all requisite corporate power and authority
and all material licenses, permits and authorizations necessary to own and
operate its properties, to carry on its businesses and to carry out the
transactions contemplated by this Agreement and the Transaction Documents. The
copies of the Issuer's charter documents and bylaws which have been furnished to
the Purchasers reflect all amendments made thereto at any time prior to the date
of this Agreement and are correct and complete.

     SECTION 3.02.  Capital Stock and Related Matters.

          (a) Immediately upon the consummation of the Acquisition and of the
     Closing hereunder, the authorized capital stock of the Issuer shall consist
     of (i) one hundred fifty million (150,000,000) shares of Common Stock, of
     which (w) 37,872,234 shares are issued and outstanding, (x) 6,000,000
     shares are reserved for issuance upon exercise of employee stock options
     (and options in respect of 1,484,196 shares have been granted to such
     employees, including 206,025 shares issuable in respect of option grants to
     the employees and shareholders of US Xchange) and (y) 132,148 shares are
     issuable upon the conversion of the EdgeNet Note, and (ii) five million
     (5,000,000) shares of preferred stock, of which 200,000 shares of the
     Preferred Stock shall be issued and outstanding.  Except as set forth
     above, the Issuer shall not have outstanding any stock or securities, nor
     any options, warrants (except for warrants issuable pursuant to the Bridge
     Loan Documents) or other rights to acquire capital stock or securities of
     the Issuer.  All of the outstanding shares of the Issuer's capital stock
     are validly issued, fully paid and nonassessable.

          (b) The Issuer has not violated any applicable federal or state
     securities laws in connection with the offer, sale or issuance of any of
     its capital stock, and the offer, sale and issuance of the Securities
     hereunder do not require registration under the Securities Act or any
     applicable state securities laws.

     SECTION 3.03.  Authorization; No Breach. The execution, delivery and
performance of this Agreement and all other Transaction Documents to which the
Issuer is a party have been duly authorized by the Issuer. This Agreement and
each other Transaction Document to which the Issuer is a party constitutes a
legal, valid and binding obligation of the Issuer, enforceable against the
Issuer in accordance with its terms. The execution and delivery by the Issuer of
this Agreement and the Transaction Documents to which the Issuer is a party and
the consummation of the transactions contemplated hereby and thereby, do not and
will not (i) conflict with or
<PAGE>

                                      -8-

result in a default under or breach of, (ii) result in the creation of any Lien
(other than under the Senior Loan Documents) upon the Issuer's or any
Subsidiary's capital stock or assets pursuant to, (iii) give any third party the
right to modify, terminate or accelerate any obligation under, or (iv) require
any authorization, consent, approval, exemption or other action by or notice to,
or filing with, any court or administrative or governmental body or agency
pursuant to, (x) the certificate of incorporation or bylaws of the Issuer or any
Subsidiary, (y) any law, statute, rule or regulation to which the Issuer or any
Subsidiary or any executive officer of the Issuer is subject, or (z) any
agreement, instrument, order, judgment or decree to which the Issuer or any
Subsidiary or any executive officer of the Issuer is subject, subject to the
restrictions set forth in Section 11.7 of the Senior Loan Documents and Section
6.07 of the Bridge Loan Documents.

     SECTION 3.04.  Governmental Consents.  No permit, consent, approval or
authorization of, or declaration to or filing with, any governmental authority
is required, which has not been obtained, in connection with the execution,
delivery and performance by the Issuer of this Agreement or the other
Transaction Documents, the consummation of any of the transactions contemplated
hereby or thereby, or the conduct or operation of the business of the Issuer and
the Subsidiaries, other than certain PUC authorizations to be obtained after the
Closing in connection with the Bridge Loan Documents and the Senior Loan
Documents.

     SECTION 3.05.  Compliance with Laws. Neither the Issuer nor any Subsidiary
has violated any law or any governmental regulation or requirement in any
material respects.

     SECTION 3.06.  Subsidiaries

          (a) Each Subsidiary is a corporation or limited liability company duly
     incorporated, validly existing and in good standing under the laws of its
     jurisdiction of incorporation or formation and has all powers (corporate or
     otherwise) and all material governmental licenses, authorizations, permits,
     consents and approvals required to carry on its business as now conducted.
     Each Subsidiary is duly qualified to do business as a foreign corporation
     or foreign limited liability company and is in good standing in each
     jurisdiction where such qualification is necessary, except for those
     jurisdictions where failure to be so qualified or in good standing could
     not reasonably be expected to have, individually or in the aggregate, a
     Material Adverse Effect.

          (b) All of the outstanding capital stock or other voting securities or
     other equity interests of each Subsidiary is owned by the Issuer, directly
     or indirectly, free and clear of any Lien (other than under the Senior Loan
     Documents) and free of any other limitation or restriction (including any
     restriction on the right to vote, sell or otherwise dispose of such capital
     stock or other voting securities or other equity interests).  There are no
     outstanding (i) securities of the Issuer or any Subsidiary convertible into
     or exchangeable for shares of capital stock or voting securities or other
     equity securities of any Subsidiary or the Issuer or (ii) options or other
     rights to acquire from the Issuer or any Subsidiary, or other obligation of
     the Issuer or any Subsidiary to issue, any capital stock, voting
     securities, other equity interests or securities convertible into or
     exchangeable for capital stock or voting securities or other equity
     interests of any Subsidiary.
<PAGE>

                                      -9-

     SECTION 3.07.  Financial Statements. The audited consolidated balance sheet
as of December 31, 1999 and the related audited consolidated statement of
operations and cash flows for the year ended December 31, 1999 and the unaudited
interim consolidated balance sheet for the three months ended March 31, 2000 and
the related unaudited interim consolidated statements of operations and cash
flows for the three months ended March 31, 2000 of the Issuer and the
Subsidiaries have been delivered by the Issuer to the Purchasers. Such financial
statements fairly present, in conformity with GAAP applied on a consistent basis
(except as may be indicated in the notes thereto), the consolidated financial
position of the Issuer and the Subsidiaries as of the dates thereof and their
consolidated results of operations and cash flows for the periods then ended
(subject to normal year-end adjustments in the case of any unaudited interim
financial statements).

     SECTION 3.08.  Absence of Certain Changes. Since December 31, 1999, the
business of the Issuer and the Subsidiaries has been conducted in the ordinary
course consistent with past practices and there has not been any event,
occurrence, development or state of circumstances or facts which has had or
could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect or an adverse effect on the ability of the Issuer to
perform its obligations under this Agreement or the other Transaction Documents.

     SECTION 3.09.  SEC Reports. The Issuer has filed all required SEC Reports
when due (or within permitted extension periods) in accordance with the Exchange
Act. As of their respective dates (or, in the case of any amended SEC Report, as
of the date of the amendment), the SEC Reports complied in all material respects
with all applicable requirements of the Exchange Act or the Securities Act, as
the case may be. As of their respective dates (or, in the case of any amended
SEC Report, as of the date of the amendment), none of the SEC Reports contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated or incorporated by reference therein or necessary in order
to make the statements made therein, in light of the circumstances under which
they were made, not misleading. Without limiting the generality of the
foregoing, the pro forma balance sheet as of March 31, 2000 included in the
Information Statement and the pro forma statements of operations for the periods
ended December 31, 1999 and March 31, 2000 included in the Information Statement
present fairly, in all material respects, the financial position and results of
operations of the Issuer, the Subsidiaries and US Xchange on a pro forma basis
(based on the assumptions set forth therein).

     SECTION 3.10.  Material Contracts. Each of the agreements, contracts,
leases and commitments listed as an exhibit to any SEC Report is a legal, valid
and binding agreement pursuant to its terms as of the date filed of the Issuer
or a Subsidiary, as the case may be, and is in full force and effect, and none
of the Issuer, such Subsidiary or, to the knowledge of the Issuer, any other
party thereto is in default or breach, in each case in any material respect,
and, no event or circumstance with respect to any such agreement, contract,
lease or commitment has occurred that, with notice or lapse of time or both,
would reasonably be expected to constitute a Material Adverse Effect.

     SECTION 3.11.  Litigation.  There is no claim, suit, litigation,
investigation, arbitration or other proceeding (whether by a private party or
governmental agency) pending or threatened against the Issuer, the Subsidiaries
or any of its or their executive officers, except for any claim,
<PAGE>

                                      -10-

suit, litigation, investigation, arbitration or other proceeding which could not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

     SECTION 3.12.  Taxes. Each of the Issuer and the Subsidiaries have duly
filed all federal, state and other tax returns required by law to be filed by it
and have paid all federal, state and other taxes, assessments and other
governmental charges or levies which are due and payable by the Issuer or any
Subsidiary, except any such taxes, assessments or other governmental charges or
levies (i) the payment of which is being contested in good faith by appropriate
proceedings, (ii) for which adequate reserves have been provided on the books of
the Issuer or a Subsidiary, as applicable, and (iii) as to which no Lien has
attached and no foreclosure, distraint, sale or similar proceedings have been
commenced.

     SECTION 3.13.  Intellectual Property. The Issuer and each Subsidiary owns,
or has the legal right to use, all material Intellectual Property Rights
necessary for each of them to conduct its business. No claim has been asserted
and is pending by any Person challenging or questioning the use of any such
Intellectual Property Right or the validity or effectiveness of any such
Intellectual Property Right, nor does the Issuer know of any facts or
circumstances that could provide a reasonable basis for any such claim. To the
knowledge of the Issuer, the use of such Intellectual Property Rights by the
Issuer and the Subsidiaries does not infringe on the rights of any Person.

     SECTION 3.14.  Environmental Compliance

          (a) No notice, notification, demand, request for information,
     citation, summons, complaint or order has been issued, no complaint has
     been filed, no penalty has been assessed and no investigation or review is
     pending, or to the Issuer's knowledge, threatened by any governmental or
     other entity (i) with respect to any alleged material violation by the
     Issuer or any Subsidiary of any Environmental Law, (ii) with respect to any
     alleged failure by the Issuer or any Subsidiary to have any material
     Environmental Permit or (iii) with respect to any Regulated Activity or any
     release, as defined in 42 U.S.C. (S) 9601(22), of any Hazardous Substance.

          (b) (i) Neither the Issuer nor any Subsidiary has engaged in any
     Regulated Activity other than in compliance in all material respects with
     all applicable Environmental Laws and (ii) to the knowledge of the Issuer,
     no release, as defined in 42 U.S.C. (S) 9601(22), of any Hazardous
     Substance has occurred at or on any property now or previously owned or
     leased by the Issuer or any of the Subsidiaries which could reasonably be
     expected to have, individually or in the aggregate, a Material Adverse
     Effect.

          (c) There are no Environmental Liabilities that would be reasonably
     expected to have, individually or in the aggregate, a Material Adverse
     Effect.

     SECTION 3.15.  Compliance with ERISA.  Each member of the ERISA Group has
fulfilled its obligations, if any, under the minimum funding standards of ERISA
and the Code with respect to each Employee Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the Code
with respect to each Employee Plan to
<PAGE>

                                      -11-

the extent the ERISA Group maintains such plans. No member of the ERISA Group
has (a) sought a waiver of the minimum funding standards under Section 412 of
the Code in respect of any Employee Plan, (b) failed to make any contribution or
payment to any Employee Plan or Multiemployer Plan or in respect of any Benefit
Arrangement, or made any amendment to any Employee Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a Lien or the posting of
a bond or other security under ERISA or the Code or (c) incurred any liability
under Title IV of ERISA other than a liability to the PBGC for premiums under
Section 4007 of ERISA.

     SECTION 3.16.  Regulatory Matters

          (a) Each Network Agreement has been duly executed and delivered by the
     Issuer or the Subsidiary party thereto, is in full force and effect and
     neither the Issuer or any Subsidiary nor, to the knowledge of the Issuer,
     any of the other parties thereto, is in default of any of the provisions
     thereof in any material respect.

          (b) Schedule 3.16 sets forth, as of the date hereof, a true and
     complete list of the following information for each Communications License
     issued to the Issuer or any Subsidiary:  (A) for all Communications
     Licenses, the name of the licensee, the type of service and the expiration
     dates; and (B) for each PUC Authorization only, the geographic area covered
     by such PUC Authorization, the services that may be provided thereunder and
     the expiration date, if any.

          (c) Neither the Issuer nor any Subsidiary is in material violation of
     any Communications Law applicable thereto as of the date hereof.  The
     Communications Licenses specified on Schedule 3.16 are valid and in full
     force and effect without conditions except for such conditions as are
     generally applicable to holders of such Communications Licenses and except
     as set forth on such Schedule 3.16.  No event has occurred and is
     continuing which could reasonably be expected to (A) result in the
     imposition of a material forfeiture or the revocation, termination or
     adverse modification of any such Communications License or (B) materially
     and adversely affect any rights of the Issuer or any Subsidiary thereunder.
     The Issuer has no reason to believe and has no knowledge that
     Communications Licenses will not be approved or renewed, as applicable, in
     the ordinary course.

     SECTION 3.17.  Disclosure. Neither this Agreement or any other Transaction
Document nor any of the exhibits, schedules, attachments, written statements,
documents, certificates or other written items supplied to the Purchasers by or
on behalf of the Issuer, whether with respect to the transactions contemplated
hereby or otherwise, contain any untrue statement of a material fact or omit a
material fact necessary to make each statement contained herein or therein not
misleading. There is no fact which the Issuer has not disclosed to the
Purchasers in writing and of which any of its officers, directors or executive
employees is aware and which could reasonably be expected to have a Material
Adverse Effect.

     SECTION 3.18.  Transaction Documents.  The Issuer has delivered to the
Purchasers true, complete and correct copies of the Transaction Documents,
together with all amendments and modifications thereto. The Transaction
Documents (including the schedules and exhibits
<PAGE>

                                      -12-

thereto) comprise a full and complete copy of all agreements between the parties
thereto with respect to the subject matter thereof and all transaction related
thereto, and there are no agreements or understandings, oral or written, or
agreements not contained therein that relate to or modify the substance thereof
which have not been previously disclosed in writing to the Purchasers. The
representations and warranties made by the Issuer and the Subsidiaries contained
in the Transaction Documents are true and correct and no default or event of
default exists under any of the Transaction Documents.

     SECTION 3.19.  Related Transactions

          (a) All conditions to the consummation of the Merger set forth in the
     Merger Documents shall have been satisfied (without any waiver thereof),
     and the transactions contemplated by the Merger Documents shall have been
     consummated contemporaneously with the closing of the transactions
     contemplated by this Agreement.  The cash component of the Merger
     Consideration (as such term is defined in the Merger Agreement) shall not
     have exceeded $24,600,000, and the capital stock component of the Merger
     Consideration (as such term is defined in the Merger Agreement) shall not
     have exceeded 6,207,664 shares of Common Stock.  The Promissory Note
     pursuant to the Acquiror Loan (as each such term is defined in the Merger
     Agreement) shall have been repaid in full.  The Senior Notes (as such term
     is defined in the Merger Agreement) shall have been redeemed in full on
     terms and conditions previously disclosed to the Purchasers.

          (b) All conditions to the consummation of the transactions
     contemplated under the Senior Loan Documents shall have been satisfied.
     The Issuer shall have received $145,000,000 in net cash proceeds from the
     lenders thereunder in accordance with the terms and conditions of the
     Senior Loan Documents.

          (c) All conditions to the consummation of the issuance of the Bridge
     Notes set forth in the Bridge Loan Documents shall have been satisfied.

          (d) The pro forma consolidated balance sheet of the Issuer and the
     Subsidiaries attached as Schedule 3.19 hereto fairly presents, in
     conformity with GAAP applied on a consistent basis (except as may be
     indicated in the notes thereto), the consolidated financial position of the
     Issuer and the Subsidiaries, taken as a whole, immediately after the
     consummation of the Acquisition and after giving effect to the Acquisition,
     the Financings and the transactions contemplated hereby and thereby.

          (e) Immediately after the consummation of the Acquisition and after
     giving effect to the Acquisition, the Financings and the transactions
     contemplated hereby and thereby, the Issuer shall have (x) $28,000,000 in
     unrestricted cash on its consolidated balance sheet (prepared in accordance
     with GAAP, consistently applied), and there shall be no Liens with respect
     to any such cash, and (y) $150,000,000 in immediately available undrawn
     commitments under the Senior Loan Documents.

          (f) The sum of the amounts set forth under this Section 3.19(e)(x) and
     (e)(y) shall be in excess of $175,000,000.
<PAGE>

                                      -13-

     SECTION 3.20.  Finder's Fees.  Except for Warburg Dillon Read LLC and First
Union Securities whose fees will be paid by the Issuer, there is no investment
banker, broker, finder or other intermediary which has been retained by or is
authorized to act on behalf of the Issuer or any of its Affiliates which might
be entitled to any fee or commission from the Issuer or any of its Affiliates
upon consummation of the transactions contemplated by this Agreement.

                                   ARTICLE 4
                 REPRESENTATIONS AND WARRANTIES OF PURCHASERS

     Each Purchaser, severally as to itself and not jointly, represents and
warrants to the Issuer as follows:

     SECTION 4.01.  Corporate Existence and Power.  Such Purchaser is a limited
partnership duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization, and has all corporate powers and all
material governmental licenses, authorizations, permits, consents and approvals
required to carry on its business as now conducted.

     SECTION 4.02.  Corporate Authorization.  The execution, delivery and
performance by such Purchaser of this Agreement and the consummation of the.
transactions contemplated hereby are within the powers of such Purchaser and
have been duly authorized by all necessary action on the part of such Purchaser.
This Agreement and each other Transaction Document to which such Purchaser is a
party constitutes a valid and binding agreement of such Purchaser.

     SECTION 4.03.  Governmental Authorization.  The execution, delivery and
performance by such Purchaser of this Agreement and the consummation of the
transactions contemplated hereby require no material action by or in respect of,
or material filing with, any governmental body, agency or official.

     SECTION 4.04.  Noncontravention.  The execution, delivery and performance
by such Purchaser of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) violate the partnership agreement of
such Purchaser, (ii) violate any material indenture, agreement or mortgage to
which such Purchaser is a party or by which such Purchaser is bound, or (iii)
violate any applicable material law, rule, regulation, judgment, injunction,
order or decree or require any material consent of any other Person.

     SECTION 4.05.  Purchase for Investment.  Such Purchaser acknowledges that
the Securities have not been registered under the Securities Act or any state
securities laws and that the purchase and sale of the Securities contemplated
hereby is to be effected pursuant to an exemption from the registration
requirements imposed by such laws. In this regard, such Purchaser is purchasing
the Securities to be purchased by it hereunder for its own account and not with
a view to, or for sale in connection with, any distribution thereof in violation
of the Securities Act. Such Purchaser is an "accredited investor" (as defined in
Regulation D under the Securities Act), has sufficient knowledge and experience
in financial and business matters so as to be capable of evaluating the merits
and risks of its investment in such Securities and is capable of bearing the
economic risks of such investment.
<PAGE>

                                      -14-

     SECTION 4.06.  Litigation.  There is no action, suit, investigation or
proceeding pending against or, to the knowledge of such Purchaser, threatened
against or affecting such Purchaser before any court or arbitrator or any
governmental body, agency or official which in any manner challenges or seeks to
prevent, enjoin, alter or materially delay the transactions contemplated by this
Agreement.

     SECTION 4.07.  Finders' Fees.  There is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized to act
on behalf of such Purchaser or any of its Affiliates which might be entitled to
any fee or commission from such Purchaser or any of its Affiliates upon
consummation of the transactions contemplated by this Agreement.

                                   ARTICLE 5
                             CONDITIONS TO CLOSING

     SECTION 5.01.  Conditions to Obligations of each Party.  The obligations of
each party to consummate the Closing are subject to the satisfaction of the
following conditions:

          (a) No provision of any applicable law or regulation and no judgment,
     injunction, order or decree shall prohibit the consummation of the Closing.

          (b) No proceeding challenging this Agreement or any of the
     transactions contemplated hereby or seeking to prohibit, alter, prevent or
     materially delay the Closing shall have been instituted by any Person
     before any court, arbitrator or governmental body, agency or official and
     be pending, where, in the reasonable judgment of the Purchasers there is a
     significant possibility of a determination in accordance with the plaintiff
     s demand.

     SECTION 5.02. Conditions to Obligation of the Purchaser. The obligation of
the Purchasers to consummate the Closing is subject to the satisfaction of the
following further conditions:

          (a) The representations and warranties of the Issuer contained in this
     Agreement and in any certificate or other writing delivered by Issuer
     pursuant hereto shall be true and correct.

          (b) Each of the Transaction Documents shall have been executed and
     delivered by the parties thereto, the conditions to closing of each of the
     parties to the Transaction Documents (other than the Purchasers) as set
     forth in such Transaction Documents shall have been satisfied and each such
     Transaction Document shall be in full force and effect.

     SECTION 5.03. Condition to Obligation of the Issuer. The obligation of the
Issuer to consummate the Closing is subject to the satisfaction of the following
further condition:

          (a) The representations and warranties of the Purchasers contained in
     this Agreement shall be true and correct.
<PAGE>

                                      -15-

                                   ARTICLE 6
                           SURVIVAL; INDEMNIFICATION

     SECTION 6.01.  Survival.  The representations and warranties of the parties
hereto contained in this Agreement or in any certificate or other writing
delivered pursuant hereto or in connection herewith, shall survive the Closing
until the third anniversary of the Closing Date, except that (i) the
representations and warranties contained in Sections 3.01, 3.02, and 3.03 shall
survive indefinitely and (ii) the representations and warranties contained in
Sections 3.12, 3.14 and 3.15 shall survive until the expiration of the statute
of limitations applicable to the matters covered thereby (giving effect to any
waiver, mitigation or extension thereof, if applicable). Notwithstanding the
preceding sentence, any representation or warranty in respect of which indemnity
may be sought under this Agreement shall survive the time at which it would
otherwise terminate pursuant to the preceding sentence, if notice of the
inaccuracy or breach thereof giving rise to such right of indemnity shall have
been given in reasonable detail to the party against whom such indemnity may be
sought prior to such time. The covenants and agreements of the parties contained
in this Agreement shall survive the Closing in accordance with their terms or,
if no term is specified, indefinitely.

     SECTION 6.02.  Indemnification

          (a) The Issuer hereby indemnifies each of the Purchasers, their
     general partner and any limited partner of any of the Purchasers, any
     affiliate of the general partner of the Purchasers and any of their
     respective directors, officers, agents and employees and each other person,
     if any, controlling the general partner of the Purchasers or any limited
     partner of the Funds or any of their affiliates (an "Indemnified Person")
     against and agrees to hold each of them harmless from any and all losses,
     claims, damages, costs, liabilities or expenses (or actions, suits or
     proceedings in respect thereof), including, without limitation, reasonable
     expenses of investigation and reasonable attorneys' fees and expenses in
     connection with any action, suit or proceeding ("Damages") incurred or
     suffered by any Indemnified Person, in each case arising out of any
     misrepresentation or breach of warranty, covenant or agreement made or to
     be performed by the Issuer pursuant to this Agreement.

          (b) In addition to the indemnification obligations set forth above,
     the Issuer hereby indemnifies each Indemnified Person against and agrees to
     hold each of them harmless from any Damages to which such Indemnified
     Person may become subject or which may be incurred or suffered by such
     Indemnified Person in connection with or arising from the matters which are
     the subject of the transactions contemplated under this Agreement
     (including, without limitation, any use made or proposed to be made by the
     Issuer of the proceeds from the sale of the Preferred Stock and the
     Warrants) or in connection with or arising from the Acquisition and the
     Financing or the transactions contemplated hereby or thereby and will
     reimburse any Indemnified Person for all expenses (including counsel fees)
     as they are incurred by any such Indemnified Person in connection with
     investigating, preparing or defending any such action or claim pending or
     threatened, whether or not such Indemnified Person is a party thereto.  The
     Issuer shall not be responsible for any Damages to the extent a court of
     competent jurisdiction shall have finally determined that such Damage
     resulted primarily from such Indemnified Person's bad faith or gross
     negligence.  If for any reason (other than the gross negligence or bad
     faith of any Indemnified Person referred to above) the foregoing indemnity
     is unavailable or insufficient to hold an Indemnified Person harmless, then
     the Issuer shall contribute to amounts paid or payable by such Indemnified
<PAGE>

                                      -16-

     Person in respect of such Damages in such proportion as appropriately
     reflects the relative benefits received by, and fault of, the Issuer and
     such Indemnified Person in connection with the matters as to which such
     Damages relate and other equitable considerations.

          (c) Each Purchaser, severally and not jointly, hereby indemnifies the
     Issuer against and agrees to hold it harmless from any and all Damages
     incurred or suffered by the Issuer arising out of any misrepresentation or
     breach of warranty, covenant or agreement made or to be performed by such
     Purchaser pursuant to this Agreement.

     SECTION 6.03.  Issuance of Capital Stock.  For ninety days after the
Closing Date, the Issuer will not issue any stock awards, options or other
equity grants to any Person employed by US Xchange as of the Closing Date except
for (a) stock awards included in the 37,872,234 shares of Common Stock
outstanding immediately upon the consummation of the Acquisition and of the
Closing hereunder, and (b) options granted after the Closing Date in the
ordinary course of business and in accordance with the guidelines established by
the Issuer's Board of Directors.

                                   ARTICLE 7
                                 MISCELLANEOUS

     SECTION 7.01.  Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including facsimile transmission) and
shall be given,

     if to any Purchaser, to:

          c/o MSDW Capital Partners IV, LLC
          1221 Avenue of the Americas
          33rd Floor
          New York, New York 10020
          Attention:  John B. Ehrenkranz
          Fax:  (212) 762-7951

          with a copy to:

          Davis Polk & Wardwell
          450 Lexington Avenue
          New York, New York 10017
          Attention:  Leonard Kreynin
          Fax:  (212) 450-4800

     if to Issuer, to:

          Choice One Communications Inc.
          100 Chestnut Street
<PAGE>

                                      -17-

          Suite 600
          Rochester, New York 14604
          Attention:  Steve M. Dubnik
          Fax:  (716) 530-2739

          with a copy to:

          Nixon Peabody LLP
          1300 Clinton Square
          Rochester, New York 14604
          Attention:  James A. Locke, III
          Fax:  (716) 263-1600

     All such notices, requests and other communications shall be deemed
received on the date of receipt by the recipient thereof if received prior to 5
p.m.  in the place of receipt and such day is a business day in the place of
receipt.  Otherwise, any such notice, request or communication shall be deemed
not to have been received until the next succeeding business day in the place of
receipt.

     SECTION 7.02.  Amendments and Waivers

          (a) Any provision of this Agreement may be amended or waived if, but
     only if, such amendment or waiver is in writing and is signed, in the case
     of an amendment, by each party to this Agreement, or in the case of a
     waiver, by the party against whom the waiver is to be effective.

          (b) No failure or delay by any party in exercising any right, power or
     privilege hereunder shall operate as a waiver thereof nor shall any single
     or partial exercise thereof preclude any other or further exercise thereof
     or the exercise of any other right, power or privilege.  The rights and
     remedies herein provided shall be cumulative and not exclusive of any
     rights or remedies provided by law.

     SECTION 7.03.  Expenses; Documentary Taxes.  The Issuer shall reimburse the
Purchasers for all of their respective reasonable out-of-pocket expenses,
including fees and reasonable disbursements of counsel, incurred by the
Purchaser in connection with the transactions contemplated by this Agreement.
The Issuer shall pay any and all stamp, transfer and other similar taxes payable
or determined to be payable in connection with the execution and delivery of
this Agreement or the issuance of the Securities.

     SECTION 7.04.  Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of each other party hereto.

     SECTION 7.05.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the law of the State of New York, without regard to
the conflicts of law rules of such state.
<PAGE>

                                      -18-

     SECTION 7.06.  Jurisdiction.  Except as otherwise expressly provided in
this Agreement, the parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall be
brought in the United States District Court for the Southern District of New
York or any New York State court sitting in New York City, so long as one of
such courts shall have subject matter jurisdiction over such suit, action or
proceeding, and that any cause of action arising out of this Agreement shall be
deemed to have arisen from a transaction of business in the State of New York,
and each of the parties hereby irrevocably consents to the jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding in any such court or that any such suit,
action or proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 7.01 shall be deemed
effective service of process on such party.

     SECTION 7.07.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     SECTION 7.08.  Counterparts; Third Party Beneficiaries.  This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received a counterpart hereof signed by the other party hereto. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.

     SECTION 7.09.  Entire Agreement.  This Agreement constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement (including without limitation the Commitment Letter).

     SECTION 7.10.  Captions.  The captions herein are included for convenience
of reference only and shall be ignored in the construction or interpretation
hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
<PAGE>

                                      -19-

                              CHOICE ONE COMMUNICATIONS INC.

                              By: /s/ John J. Zimmer
                                  -----------------------------------------

                              Its:  Vice President - Finance
                                    ---------------------------------------

                              MORGAN STANLEY DEAN WITTER
                              CAPITAL PARTNERS W, L.P.

                              By: MSDW Capital Partners IV, LLC, its general
                                  partner
                              By: MSDW Capital Partners IV, Inc., its Member

                              By: /s/ John Ehrenkranz
                                  ----------------------------------------

                              Its: _______________________________________

                              By:  _______________________________________

                              Its: _______________________________________

                              MSDW IV 892 INVESTORS, L.P.

                              By: MSDW Capital Partners IV, LLC, its general
                                  partner
                              By: MSDW Capital Partners IV, Inc., its Member

                              By:  /s/ John Ehrenkranz
                                   ---------------------------------------

                              Its: _______________________________________

                              By:  _______________________________________

                              Its: _______________________________________
<PAGE>

                                      -20-

                              MORGAN STANLEY DEAN WITTER CAPITAL INVESTORS IV,
                              L.P.

                              By: MSDW Capital Partners IV LLC, its
                                  general partner
                              By: MSDW Capital Partners IV, Inc., its
                                  Member

                              By:  /s/ John Ehrenkranz
                                   ---------------------------------------

                              Its: _______________________________________

                              By:  _______________________________________

                              Its: _______________________________________


                              MSDW IV 892 INVESTORS, L.P.

                              By: MSDW Capital Partners IV, LLC, its general
                                  partner
                              By: MSDW Capital Partners IV, Inc., its Member

                              By: /s/ John Ehrenkranz
                                   ---------------------------------------

                              Its: _______________________________________

                              By:  _______________________________________

                              Its: _______________________________________
<PAGE>

                                      -21-


                              MORGAN STANLEY DEAN WITTER CAPITAL INVESTORS IV,
                              L.P.

                              By: MSDW Capital Partners IV LLC, its
                                  general partner
                              By: MSDW Capital Partners IV, Inc., its
                                  Member

                              By: /s/ John Ehrenkranz
                                   ---------------------------------------

                              Its: _______________________________________

                              By:  _______________________________________

                              Its: _______________________________________
</TEXT>
</DOCUMENT>
