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

      conducted, and as proposed to be conducted as described in the

      Company's SEC Reports.  Except as described on Schedule 2(b)(i),

      each of the Company and the Subsidiaries is duly qualified to do

      business as a foreign corporation in good standing in the

      jurisdiction in which it has its principal place of business and

      in all other jurisdictions where the ownership or leasing of its

      properties or the conduct of its business requires such

      qualification, except where the failure to be so qualified would

      not, singly or in the aggregate, have a material adverse effect

      on the business, condition (financial or other), assets, nature

      of assets, liabilities, operations, prospects or results of

      operations of the Company and the Subsidiaries, taken as a whole

      (any such event, a "Material Adverse Effect").  Except as

      described in the SEC Reports, the Company does not own or

      control, directly or indirectly, any material interest in any

      other corporation, association, or other business entity.



        (c)  Except as set forth on Schedule 2(c)(i), the Preferred

      Stock, the Warrants, the Conversion Shares, the Warrant Shares,

      the Change in Control Warrants (hereinafter defined), any shares

      of Common Stock issuable upon exercise of the Change in Control

      Warrants (the "Additional Warrant Shares", and the Certificate of

      Designation have been duly authorized by the Company.  The

      Preferred Stock, the Warrants and the Change in Control Warrants,

      when issued, sold and delivered in accordance with the terms

      hereof and for the consideration expressed herein, and the

      Warrant Shares, the Additional Warrant Shares and the Conversion

      Shares when issued in accordance with the terms of the Warrants,

      the Change in Control Warrants and Preferred Stock, as the case

      may be, (i) will be duly and validly issued and, in the case of

      the Preferred Stock, the Warrant Shares, the Additional Warrant

      Shares and the Conversion Shares, fully paid and nonassessable,

      (ii) will be free of any pledges, liens, security interests,

      claims, rights or other encumbrances of any kind (other than

      under applicable federal and state securities laws),

      (iii) assuming the accuracy of the Purchaser's representations

      and warranties in this Agreement, will be issued in compliance

      with all applicable federal and state securities laws, and

      (iv) will not be issued in violation of any preemptive rights of

      stockholders.  Except as set forth on Schedule 2(c)(ii), the

      Preferred Stock, the Warrant Shares, the Additional Warrant

      Shares and the Conversion Shares have been duly and validly

      reserved for issuance.



        (d)  The Company has all requisite corporate power and

      authority to execute and deliver the Warrant Agreement and the

      Registration Rights Agreement; the Warrant Agreement and the

      Registration Rights Agreement have been duly authorized by the

      Company and, when executed and delivered by the Company (assuming

      due authorization, execution and delivery by the parties thereto

      other than the Company) will constitute  valid and legally

      binding agreements of the Company, enforceable against the

      Company in accordance with their terms, except that (i) the

      enforcement thereof may be subject to (A) bankruptcy, insolvency,

      reorganization, fraudulent conveyance, moratorium or other

      similar laws now or hereafter in effect relating to creditors'

      rights generally, (B) general principles of equity and the

      discretion of the court before which any proceeding therefor may

      be brought and (C) any rights to indemnity or contribution

      thereunder may be limited by federal and state securities laws

      and public policy considerations.



        (e)  The Company has all requisite corporate power and

      authority to execute and deliver this Agreement, the Warrants and

      the Change in Control Warrants, to issue the Warrant Shares and

      the Additional Warrant Shares and, subsequent to the filing of

      the Certificate of Designation, to issue and deliver the

      Preferred Stock and the Conversion Shares, and to consummate the

      transactions contemplated hereby.  This Agreement and each other

      Transaction Document has been duly authorized, and this Agreement

      has been and each other Transaction Document has been or as of

      the Initial Closing will be duly executed and delivered by the

      Company.  No consent, approval, authorization or order of any

      foreign or domestic national, state, provincial or local

      government or any instrumentality, subdivision, court or

      governmental agency or body thereof, or any arbitral body (each,

      a "Governmental Authority") having jurisdiction over the Company

      or the Subsidiaries or their respective businesses (including,

      without limitation, the Federal Communications Commission (the

      "FCC")) is required for the performance of this Agreement and the

      other Transaction Documents by the Company or the consummation by

      the Company of the transactions contemplated hereby or thereby,

      except for (x) such consents as have been obtained, (y) such

      consents as may be required under state securities or "Blue Sky"

      laws in connection with the purchase and resale of the Securities

      and the Additional Securities by the Purchaser and (z) any

      notification as may be required under the Hart-Scott-Rodino

      Antitrust Improvements Act of 1976, as amended (the "HSR Act"),

      or any consent as may be required by the FCC or any state

      telecommunications regulatory authorities or commissions ("State

      Telecommunications Authorities"), in each such case, as a result

      of the Purchaser's conversion of Preferred Stock or exercise of

      Warrants or Additional Warrants.  Neither the Company nor any of

      the Subsidiaries nor their operations is (i) in violation of its

      certificate of incorporation or by-laws (or similar

      organizational document), (ii) in violation of any statute,

      judgment, decree, order, rule or regulation applicable to the

      Company or the Subsidiaries, which violation would, individually

      or in the aggregate, be reasonably likely to have a Material

      Adverse Effect or (iii) other than as disclosed in the Company's

      SEC Reports or as otherwise disclosed in Schedule 2(e), in

      default in the performance or observance of any obligation,

      agreement, covenant or condition contained in any indenture,

      mortgage, deed of trust, loan agreement, note, lease, license,

      franchise agreement, permit, certificate, contract or other

      agreement or instrument to which the Company or the Subsidiaries

      is a party or to which the Company or the Subsidiaries or their

      respective assets is subject, which default would, individually

      or in the aggregate, be reasonably likely to have a Material

      Adverse Effect.



        (f)  Neither the issuance and sale of the Securities or the

      Change in Control Warrants and the Additional Securities, nor the

      execution, delivery and performance by the Company of this

      Agreement, the Warrant Agreement or the Registration Rights

      Agreement or the consummation of the transactions contemplated

      hereby and thereby, will (i) conflict with the certificate of

      incorporation or by-laws of the Company, as the same will be in

      effect as of each Closing, (ii) constitute or result in a breach,

      default or violation of (with or without the giving of notice,

      passage of time or both), or result in the creation or imposition

      of a lien, charge or encumbrance on any properties or assets of

      the Company or the Subsidiaries under any of the terms or

      provisions of, any indenture, mortgage, deed of trust, loan

      agreement, note, lease, license, franchise agreement, or other

      agreement or instrument to which the Company is a party or to

      which the Company or its respective properties is subject, (iii)

      require the consent of any third party or any Governmental

      Authorities, and including without limitation as of the Initial

      Closing, The NASDAQ Stock Market and any related body ("NASDAQ"),

      other than (A) required consents under the Credit Agreement dated

      as of August 11, 1999 among the Company, e.spire Finance

      Corporation, the Lenders, Goldman Sachs Credit Partners L.P., the

      Bank of New York, First Union National Bank and Newcourt

      Commercial Finance Corporation (the "Credit Agreement"), (B)

      solely with respect to the Securities to be issued and sold at

      the Final Closing, the Stockholder Approval (hereinafter

      defined)and (C) any required consents of the FCC or any State

      Telecommunications Authority as a result of the Purchaser's

      conversion of Preferred Stock or exercise of Warrants; or

      (iv) (assuming compliance with all applicable state securities

      and "Blue Sky" laws, all applicable rules and regulations of the

      FCC and State Telecommunications Authorities, and the HSR Act,

      and assuming the receipt by the Company of the Stockholder

      Approval and assuming the accuracy of the representations and

      warranties of the Purchaser in Section 7 hereof) contravene  any

      statute, judgment, decree, order, rule or regulation of any

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