e.spire COMMUNICATIONS, INC.Units consisting of

                                   Series A Convertible Preferred Stock

                                                and

                                   Warrants to Purchase Shares of Common Stock



                                         PURCHASE AGREEMENT

                                                               March 1, 2000

      To:    The Huff Alternative Income Fund, L.P.

        1776 On The Green

        67 Park Place

        Morristown, New Jersey  07960





      Ladies and Gentlemen:



      e.spire COMMUNICATIONS, INC. (the "Company"), a

      Delaware corporation, hereby confirms its agreement with THE HUFF

      ALTERNATIVE INCOME FUND, L.P. (the "Purchaser"), a Delaware

      limited partnership, as set forth below.

      1.   The Securities.  Subject to the terms and

      conditions herein contained, the Company hereby agrees to issue

      and sell to the Purchaser and the Purchaser hereby agrees to

      purchase from the Company up to an aggregate of 100,000  Units

      (hereinafter defined) at a price of $1,000 per Unit (or $792.29

      per share of Preferred Stock (hereinafter defined) and $207.71

      per Warrant (hereinafter defined)) for an aggregate purchase

      price of $100 million.  Each Unit shall consist of one (1) share

      of Series A Convertible Preferred Stock of the Company par value

      $1.00 per share (collectively, the "Preferred Stock"), each share

      of which Preferred Stock is initially convertible into 126.42225

      shares of the common stock, par value $.01 per share (the "Common

      Stock") of the Company at a conversion price of $7.91 per share,

      subject to adjustment as provided in the Transaction Documents

      (hereinafter defined) and one (1) Warrant in the form attached as

      Exhibit A hereto (collectively, the "Warrants," and, together

      with the Preferred Stock, the "Units"), each of which Warrants is

      initially exercisable to purchase 44.1 shares (the "Warrant

      Shares") of the Common Stock at an exercise price of $9.89 per

      share, subject to adjustment as provided in Section 6(d) and as

      provided in the Warrant Agreement (hereinafter defined).  The

      Preferred Stock shall upon issuance have the rights and

      preferences set forth in the Certificate of Designation

      ("Certificate of Designation") attached hereto as Exhibit B.  The

      Units, the Preferred Stock and the Warrants are herein

      collectively referred to as the "Securities."

      The Securities will be offered and sold to the

      Purchaser without being registered under the Securities Act of

      1933, as amended (the "Act"), in reliance upon one or more

      exemptions therefrom.

             The Purchaser and the direct and indirect transferees

      of the Securities will be entitled to the benefits of (i) the

      Registration Rights Agreement substantially in the form attached

      hereto as Exhibit C (the "Registration Rights Agreement"), among

      the Company, the Purchaser and the other signatories thereto,

      which will require the Company, among other things, to file with

      the Securities and Exchange Commission (the "Commission") a shelf

      registration statement (the "Registration Statement") pursuant to

      Rule 415 under the Act relating to the resale of the Preferred

      Stock and shares of Common Stock issuable in connection with the

      conversion thereof (collectively, the "Conversion Shares" and,

      together with the Warrant Shares and the Additional Warrant

      Shares (hereinafter defined), the "Additional Securities") and to

      use its reasonable best efforts to cause such registration

      statement to be declared and remain effective in accordance

      therewith and (ii) the Warrant Agreement among the Company, the

      Purchaser and other signatories thereto substantially in the form

      attached hereto as Exhibit D (the "Warrant Agreement") which will

      require the Company, among other things, to file with the

      Commission a registration statement (the "Warrant Registration

      Statement") pursuant to Rule 415 under the Securities Act

      relating to the resale of the Warrants and Warrant Shares and to

      use its reasonable best efforts to cause such registration

      statement to be declared and remain effective in accordance

      therewith.



      This purchase agreement (the "Agreement"), the

      Certificate of Designation, the Warrant Agreement and related

      Warrants and the Registration Rights Agreement are herein

      collectively referred to as the "Transaction Documents."

             2.   Representations and Warranties.  The Company

      represents and warrants to and agrees with the Purchaser that:



        (a)  Since January 1, 1999 and to the date of this

      Agreement, the Company has filed with the Commission, a Proxy

      Statement on Schedule 14A with respect to the Company's 1999

      Annual Meeting of Stockholders, the Company's Annual Report on

      Form 10-K for the year ended December 31, 1998, the Company's

      Quarterly Reports on Form 10-Q for the fiscal quarters ended

      March 31, June 30 and September 30, 1999, respectively, and the

      Company's Current Reports on Form 8-K dated February 22, 1999,

      July 8, 1999, October 28, 1999, November 1, 1999, December 3,

      1999 and February 1, 2000 (including all exhibits to any of such

      documents) (collectively the "SEC Reports"), which constitute all

      reports, schedules, forms, statements and other documents

      required to be filed with the Commission during such period by

      the Company.  As of their respective dates, the SEC Reports

      complied in all material respects with the requirements of the

      Securities Exchange Act of 1934, as amended (the "Exchange Act"),

      and the rules and regulations of the Commission promulgated

      thereunder applicable to the SEC Reports, and none of the SEC

      Reports as of such dates contained any untrue statement of a

      material fact or omitted to state a material fact required to be

      stated therein, in light of the circumstances under which they

      were made, not misleading.  Except to the extent that any SEC

      Report has been revised or superseded by a later filed SEC

      Report, none of the SEC Reports contains any untrue statement of

      a material fact or omits to state any material fact required to

      be stated therein or necessary in order to make the statements

      therein, in light of the circumstances under which they were

      made, not misleading.  The consolidated financial statements of

      the Company included in the SEC Reports comply as to form in all

      material respects with applicable accounting requirements and the

      published rules and regulations of the Commission with respect

      thereto, have been prepared in accordance with generally accepted

      accounting principles (except, in the case of unaudited

      consolidated quarterly statements, as permitted by Form 10-Q of

      the Commission) applied on a consistent basis during the periods

      involved (except as may be indicated in the notes thereto) and

      fairly present in all materials respects the consolidated

      financial position of the Company and its consolidated

      subsidiaries as of the dates thereof and the consolidated results

      of their operations and cash flows for the periods then ended

      (subject, in the case of unaudited quarterly statements, to

      normal year-end audit adjustments).



        (b)  The Company owns all the issued and outstanding capital

      stock or other equity interests of each of its direct and

      indirect subsidiaries (the "Subsidiaries").  Each of the Company

      and the Subsidiaries is duly incorporated or organized, validly

      existing and in good standing as a corporation or a limited

      liability company, as the case may be, under the laws of its

      jurisdiction of incorporation or organization, with all requisite

      corporate or limited liability company power and authority to own

      or lease its properties and conduct its business as now

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