SERVICING AGREEMENT

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



         THIS SERVICING AGREEMENT (the "Servicing Agreement") is executed as of

June 12, 2001, by and between PHONETEL TECHNOLOGIES, INC., an Ohio corporation

("PhoneTel"), and DAVEL COMMUNICATIONS, INC., a Delaware corporation ("Davel")

(collectively referred to as the "Parties").



                              W I T N E S S E T H:

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         WHEREAS, PhoneTel and Davel have entered into a letter of intent as of

the date hereof (the "Effective Date") evidencing their intention to enter into

a strategic business combination (the "Merger") pursuant to the terms of a

definitive agreement to be negotiated by the parties (the "Merger Agreement");



         WHEREAS, Davel and PhoneTel recognize that it is in the mutual best

interests of PhoneTel and Davel to commence certain cost-saving initiatives

prior to the Merger;



         WHEREAS, the respective Boards of Directors of PhoneTel and Davel have

determined that the best interests of their respective stakeholders would be

served by entering into this Servicing Agreement;



         NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein contained, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:



                                    ARTICLE I

                         MUTUAL ENGAGEMENT FOR SERVICING

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



         1.1 RECIPROCAL APPOINTMENT. Davel hereby retains PhoneTel, and PhoneTel

hereby agrees to provide services to Davel, upon the terms and subject to the

conditions herein set forth (the "Davel Services"), in such circumstances as are

set forth below, in accordance with the terms of this Servicing Agreement, and

PhoneTel hereby retains Davel, and Davel hereby agrees to provide services to

PhoneTel, upon the terms and subject to the conditions herein set forth (the

"PhoneTel Services"), in such circumstances as are set forth below, in

accordance with the terms of this Servicing Agreement.



         1.2 DAVEL SERVICES. Subject to the other terms and provisions of this

Servicing Agreement and subject to mutually agreed upon modifications hereof

reflecting specific or unique operating circumstances, in such Geographic Areas

(as defined below) as are hereafter mutually (and irrevocably during the term of

this Agreement) determined in writing by Davel and PhoneTel to be a Geographic

Area (each, a "PhoneTel Geographic Area") in which PhoneTel shall be responsible

for the following services with respect to Davel:









<PAGE>   2





                  (i) Assuming responsibility for all field operations,

including the collection, repair, maintenance, service,

installation/de-installation and modification of Davel's payphones and booths,

in those designated PhoneTel Geographic Areas;



                  (ii) Collecting "polling" data on Davel's payphones in each

PhoneTel Geographic Area and providing such data to Davel, together with any

other raw operational data as is necessary to permit Davel to pay the proper

commissions to Davel location owners (the "Davel Commission Amounts"); and



                  (iii) Reporting the collections of the coin from Davel's

payphones in those designated PhoneTel Geographic Areas, counting the coin and

paying the same to Davel by wire transfer on a weekly basis.



         1.3 PHONETEL SERVICES. Subject to the other terms and provisions of

this Servicing Agreement and subject to mutually agreed upon modifications

hereof reflecting specific or unique operating circumstances, in such Geographic

Areas (as defined below) as are hereafter mutually (and irrevocably during the

term of this Agreement) determined in writing by Davel and PhoneTel to be a

Geographic Area (each, a "Davel Geographic Area" and, together with all such

Davel Geographic Areas and all PhoneTel Geographic Areas, the "Geographic

Areas") in which Davel shall be responsible for the following services with

respect to PhoneTel:



                  (i) Assuming responsibility for all field operation, including

the collection, repair, maintenance, service, installation/de-installation and

modification of PhoneTel's payphones and booths, in those designated Davel

Geographic Areas;



                  (ii) Collecting "polling" data on PhoneTel's payphones in each

Davel Geographic Area and providing such data to PhoneTel, together with any

other raw operational data as is necessary to permit PhoneTel to pay the proper

commissions to location owners (the "PhoneTel Commission Amounts"); and

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