UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*

                  PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
              ----------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $.01 Par Value
                  -------------------------------------------
                         (Title of Class of Securities)

                                    741929103
                             ----------------------
                                 (CUSIP Number)

                              Stephen M. Vine, Esq.
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                 399 Park Avenue
                            New York, New York 10022
                                 (212) 872-1000
                      ------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 January 1, 1997
                           --------------------------
                      (Date of Event which Requires Filing
                               of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].

Check the following box if a fee is being paid with the statement  [_]**. (A fee
is not required only if the reporting  person:  (1) has a previous  statement on
file  reporting  beneficial  ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule 13d- 1(a) for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                         Continued on following page(s)
                               Page 1 of 84 Pages
                             Exhibit Index: Page 32

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

**      A filing  fee is not  being  paid with this  statement  pursuant  to SEC
        Release  No.  33-7331  whereby  the filing fee has been  eliminated  for
        Schedule 13D.



<PAGE>


                                                              Page 2 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               QUANTUM INDUSTRIAL PARTNERS LDC

2              Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]

3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Cayman Islands

                      7      Sole Voting Power
 Number of                              0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          652,050
    Each
  Reporting           9      Sole Dispositive Power
   Person                               0
    With
                      10     Shared Dispositive Power
                                    652,050

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    652,050

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [X]


13      Percent of Class Represented By Amount in Row (11)

                             3.63%

14      Type of Reporting Person*

               OO; IV

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                              Page 3 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               QIH MANAGEMENT INVESTOR, L.P.

2              Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]

3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Delaware

                      7      Sole Voting Power
  Number of                           0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          652,050
   Each
  Reporting           9      Sole Dispositive Power
   Person                             0
    With
                      10     Shared Dispositive Power
                                    652,050

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    652,050

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [X]


13      Percent of Class Represented By Amount in Row (11)

                             3.63%

14      Type of Reporting Person*

               PN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                              Page 4 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               QIH MANAGEMENT, INC.

2              Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]
3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Delaware

                      7      Sole Voting Power
 Number of                              0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          652,050
    Each
  Reporting           9      Sole Dispositive Power
   Person                               0
    With
                      10     Shared Dispositive Power
                                    652,050

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    652,050

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [X]


13      Percent of Class Represented By Amount in Row (11)

                             3.63%

14      Type of Reporting Person*

               CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                              Page 5 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103


1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               SOROS FUND MANAGEMENT LLC

2              Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [x]

3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Delaware

                      7      Sole Voting Power
  Number of                             0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          652,050
    Each
  Reporting           9      Sole Dispositive Power
   Person                               0
    With
                      10     Shared Dispositive Power
                                    652,050

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    652,050

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [X]

13      Percent of Class Represented By Amount in Row (11)

                             3.63%

14      Type of Reporting Person*

               OO; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                              Page 6 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               GEORGE SOROS (in the capacity described herein)

2              Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]

3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               United States

                      7      Sole Voting Power
 Number of                              0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          1,043,280
    Each
  Reporting           9       Sole Dispositive Power
   Person                               0
    With
                      10     Shared Dispositive Power
                                    1,043,280

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    1,043,280

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [x]

13      Percent of Class Represented By Amount in Row (11)

                             5.78%

14      Type of Reporting Person*

               IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                              Page 7 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103


1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               STANLEY F. DRUCKENMILLER (in the capacity described herein)

2              Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [x]

3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               United States

                      7      Sole Voting Power
  Number of                             0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          652,050
    Each
  Reporting           9       Sole Dispositive Power
   Person                               0
    With
                      10     Shared Dispositive Power
                                    652,050

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    652,050

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [x]
13      Percent of Class Represented By Amount in Row (11)

                             3.63%

14      Type of Reporting Person*

               IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                              Page 8 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103


1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               S-C PHOENIX HOLDINGS, L.L.C.

2              Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [x]

3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Delaware

                      7      Sole Voting Power
  Number of                        391,230
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          0
    Each
  Reporting           9      Sole Dispositive Power
   Person                          391,230
    With
                      10     Shared Dispositive Power
                                    0

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    391,230

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [x]

13      Percent of Class Represented By Amount in Row (11)

                             2.19%

14      Type of Reporting Person*

               OO; IV

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                              Page 9 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               WINSTON PARTNERS, L.P.

2              Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [x]

3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Delaware

                      7      Sole Voting Power
 Number of                              0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          391,230
    Each
  Reporting           9       Sole Dispositive Power
   Person                               0
    With
                      10     Shared Dispositive Power
                                    391,230

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    391,230

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [x]

13      Percent of Class Represented By Amount in Row (11)

                             2.19%

14      Type of Reporting Person*

               PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                             Page 10 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               CHATTERJEE FUND MANAGEMENT, L.P.

2              Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [x]

3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Delaware

                      7      Sole Voting Power
 Number of                              0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          391,230
    Each
  Reporting           9       Sole Dispositive Power
   Person                               0
    With
                      10     Shared Dispositive Power
                                    391,230

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    391,230

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [x]

13      Percent of Class Represented By Amount in Row (11)

                             2.19%

14      Type of Reporting Person*

               PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                             Page 11 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               WINSTON PARTNERS II LDC

2              Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [x]

3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Cayman Islands

                      7      Sole Voting Power
 Number of                         179,313
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          0
    Each
  Reporting           9      Sole Dispositive Power
   Person                           179,313
    With
                      10     Shared Dispositive Power
                                    0

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    179,313

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [X]

13      Percent of Class Represented By Amount in Row (11)

                             1.01%

14      Type of Reporting Person*

               OO; IV

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                             Page 12 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               WINSTON PARTNERS II LLC

2              Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]

3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Delaware

                      7      Sole Voting Power
 Number of                         81,506
   Shares
Beneficially          8      Shared Voting Power
  Owned By                         0
    Each
  Reporting           9      Sole Dispositive Power
   Person                          81,506
    With
                      10     Shared Dispositive Power
                                    0

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    81,506

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [X]

13      Percent of Class Represented By Amount in Row (11)

                             0.46%

14      Type of Reporting Person*

               OO; IV

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                             Page 13 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               CHATTERJEE ADVISORS LLC

2              Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]

3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Delaware

                      7      Sole Voting Power
 Number of                         260,819
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          0
    Each
  Reporting           9      Sole Dispositive Power
   Person                          260,819
    With
                      10     Shared Dispositive Power
                                    0

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    260,819

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [X]


13      Percent of Class Represented By Amount in Row (11)

                             1.46%

14      Type of Reporting Person*

               OO; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                             Page 14 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               CHATTERJEE MANAGEMENT COMPANY

2              Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]
3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Delaware

                      7      Sole Voting Power
 Number of                         260,819
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          0
    Each
  Reporting           9      Sole Dispositive Power
   Person                          260,819
    With
                      10     Shared Dispositive Power
                                    0

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    260,819

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [X]

13      Percent of Class Represented By Amount in Row (11)

                             1.46%

14      Type of Reporting Person*

               CO; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                             Page 15 of 84 Pages

                                  SCHEDULE 13D

CUSIP No. 741929103

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               PURNENDU CHATTERJEE (in the capacities described herein)


2       Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]

3       SEC Use Only

4       Source of Funds*

               Not applicable

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [X]

6       Citizenship or Place of Organization

               United States

                      7      Sole Voting Power
 Number of                         260,819
   Shares
Beneficially          8      Shared Voting Power
  Owned By                         1,043,280
    Each
  Reporting           9      Sole Dispositive Power
   Person                          260,819
    With
                      10     Shared Dispositive Power
                                    1,043,280qi

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    1,304,099

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [X]

13      Percent of Class Represented By Amount in Row (11)

                             7.20%

14      Type of Reporting Person*

               IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                             Page 16 of 84 Pages

               This Statement on Schedule 13D relates to shares of Common Stock,
$0.01 par value per share (the "Shares"),  of Primus  Telecommunications  Group,
Incorporated  (the  "Issuer").  This  Statement is being filed by the  Reporting
Persons (as defined herein) to report an agreement  between one of the Reporting
Persons and Soros Fund Management LLC, a newly formed Delaware limited liability
company  ("SFM  LLC"),  pursuant  to which SFM LLC has been  granted  investment
discretion over the Shares held for the account of Quantum  Industrial  Partners
("QIP") to SFM LLC.  As a result of this  contract,  SFM LLC and Mr.  Stanley F.
Druckenmiller ("Mr.  Druckenmiller"),  in his capacity as Lead Portfolio Manager
of SFM LLC, may be deemed to have acquired beneficial  ownership of more than 5%
of the outstanding Shares.


ITEM 1.        SECURITY AND ISSUER.

               This  Statement  relates  to  the  Shares.  The  address  of  the
principal  executive offices of the Issuer is 8180 Greensboro Drive, Suite 1100,
McLean, VA 22102.

ITEM 2.        IDENTITY AND BACKGROUND.

               This  Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):

        i)     QIP;

        ii)    QIH Management Investor, L.P. ("QIHMI");

        iii)   QIH Management, Inc. ("QIH Management");

        iv)    SFM LLC;

        v)     Mr. George Soros ("Mr. Soros");

        vi)    Mr. Druckenmiller;

        vii)   S-C Phoenix Holdings, L.L.C. ("Phoenix Holdings");

        viii)  Winston Partners, L.P. ("Winston L.P.");

        ix)    Chatterjee Fund Management, L.P. ("CFM");

        x)     Winston Partners II LDC ("Winston LDC");

        xi)    Winston Partners II LLC ("Winston LLC");

        xii)   Chatterjee Advisors LLC ("Chatterjee Advisors");

        xiii)  Chatterjee Management Company ("Chatterjee Management"); and

        xiv)   Dr. Purnendu Chatterjee ("Dr. Chatterjee").




<PAGE>


                                                             Page 17 of 84 Pages

                              The Reporting Persons

QIP, QIHMI and QIH Management
- -----------------------------

               QIP is a Cayman Islands  exempted  limited  duration company with
its principal  address at Kaya  Flamboyan 9,  Willemstad,  Curacao,  Netherlands
Antilles.  The principal  business of QIP is investment in  securities.  Current
information concerning the identity and background of the directors and officers
of QIP is set forth in Annex A hereto,  which is  incorporated  by  reference in
response to this Item 2.

               QIHMI,  an  investment  advisory  firm  organized  as a  Delaware
limited partnership,  is a minority shareholder of, and (pursuant to constituent
documents  of QIP) is vested  with  investment  discretion  with  respect to the
portfolio  assets held for the account of, QIP. The principal  business of QIHMI
is to provide  management  and advisory  services to, and to invest in, QIP. QIH
Management,  a Delaware  corporation of which Mr. Soros is the sole shareholder,
is the sole general partner of QIHMI.  The principal  business of QIH Management
is to serve as the sole general partner of QIHMI.  QIHMI and QIH Management have
their principal  offices at 888 Seventh Avenue,  33rd Floor,  New York, New York
10106. Pursuant to regulations promulgated under Section 13(d) of the Securities
Exchange Act of 1934,  as amended (the "Act"),  each of QIHMI,  by reason of its
investment  discretion over the securities owned by QIP, and QIH Management,  as
the sole  general  partner  of QIHMI,  may be  deemed  the  beneficial  owner of
securities (including the Shares) held for the account of QIP.

               Mr.  Soros  (who is  more  fully  described  below)  is the  sole
stockholder and person ultimately in control of QIH Management.

               During the past five years,  none of QIP,  QIHMI,  QIH Management
and, to the best knowledge of the Reporting  Persons,  any person  identified in
Annex A hereto has been (a) convicted in a criminal  proceeding;  or (b) a party
to any civil  proceeding  as a result of which any of them has been subject to a
judgment,  decree or final order enjoining future  violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.

SFM LLC, Mr. Soros and Mr. Druckenmiller
- ----------------------------------------

               In  connection  with the  restructuring  of the business of Soros
Fund Management,  a sole  proprietorship  owned by Mr. Soros,  which will now be
conducted  through SFM LLC, Mr. Soros has entered into an agreement  dated as of
January  1, 1997 with SFM LLC  pursuant  to which Mr.  Soros  has,  among  other
things,  agreed to use his best efforts to cause QIH Management,  as the general
partner of QIHMI,  to act at the direction of SFM LLC, which agreement to so act
shall  terminate  upon the earlier of (a) the assignment to SFM LLC of the legal
and  beneficial  ownership  interest in QIH Management and (b) the assignment to
SFM LLC of the general partnership interest in QIHMI(the "QIP Contract").

               The business of SFM LLC is managed through a Management Committee
(the "Management  Committee")  comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein.  SFM LLC has its principal  office at 888 Seventh  Avenue,  33rd



<PAGE>

                                                             Page 18 of 84 Pages


Floor, New York, New York 10106. Its principal business is to serve, pursuant to
contract,  as the principal  investment  manager to several  foreign  investment
companies  (the "SFM  Clients").  Mr.  Soros,  as Chairman  of SFM LLC,  has the
ability to direct the investment  decisions of SFM LLC and as such may be deemed
to have  investment  discretion over the securities held for the accounts of the
SFM Clients, including QIP. Mr. Druckenmiller,  as Lead Portfolio Manager of SFM
LLC, has the ability to direct the  investment  decisions of SFM LLC and as such
may be deemed to have  investment  discretion  over the securities  held for the
accounts  of the SFM  Clients,  including  QIP.  Set forth in Annex B hereto and
incorporated  by  reference  in  response to this Item 2 and  elsewhere  in this
Schedule 13D as applicable is a list of the Managing Directors of SFM LLC.

               The principal  occupation of Mr. Soros, a United States  citizen,
is his  direction  of the  activities  of SFM LLC,  which is carried  out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.

               The principal  occupation of Mr.  Druckenmiller,  a United States
citizen,  is  his  position  as  Lead  Portfolio  Manager  and a  Member  of the
Management  Committee  of SFM LLC,  which is carried out at SFM LLC's  principal
office.

               Pursuant to  regulations  promulgated  under Section 13(d) of the
Act, each of SFM LLC, pursuant to the provisions of the QIP Contract, Mr. Soros,
in his capacity as Chairman of SFM LLC, and Mr.  Druckenmiller,  in his capacity
as Lead  Portfolio  Manager  of SFM LLC,  may be  deemed a  beneficial  owner of
securities, including the Shares, held for the account of QIP.

               During  the past five  years,  none of SFM LLC,  Mr.  Soros,  Mr.
Druckenmiller  and, to the best knowledge of the Reporting  Persons,  any person
identified in Annex B hereto has been (a) convicted in a criminal proceeding; or
(b) a party to any  civil  proceeding  as a result of which any of them has been
subject to a judgment,  decree or final order enjoining future violations of, or
prohibiting  or mandating  activities  subject to,  federal or state  securities
laws, or finding any violation with respect to such laws.

Phoenix Holdings
- ----------------

               Phoenix Holdings is a Delaware limited liability company with its
principal  place of business at 888 Seventh  Avenue,  33rd Floor,  New York, New
York  10106.  The  principal  business  of  Phoenix  Holdings  is  investing  in
securities.  Mr.  Soros and Winston  L.P.  are the  managing  members of Phoenix
Holdings with respect to its investment in the Shares,  and as a result of their
ability to exercise  investment  discretion over the Shares held for the account
of  Phoenix  Holdings,  each may be  deemed  a  beneficial  owner of the  Shares
pursuant to regulations promulgated under Section 13(d) of the Act.


<PAGE>

                                                             Page 19 of 84 Pages

               Phoenix  Holdings has not,  during the past five years,  been (a)
convicted in a criminal proceeding,  or (b) a party to any civil proceeding as a
result  of  which it has been  subject  to a  judgment,  decree  or final  order
enjoining future violations of, or prohibiting or mandating  activities  subject
to federal or state  securities  laws, or finding any violation  with respect to
such laws.

Winston L.P., CFM, Winston LDC, Winston LLC,  Chatterjee Advisors and Chatterjee
Management
- --------------------------------------------------------------------------------

               Winston  L.P.  is  a  Delaware  limited   partnership   which  is
principally  engaged in  investing  in  securities.  CFM is a  Delaware  limited
partnership and the general  partner of Winston L.P. Dr.  Chatterjee is the sole
general  partner of CFM. The  principal  business of CFM is to serve as the sole
general partner of Winston L.P. The principal  office of Winston L.P. and CFM is
located at 888 Seventh Avenue, 30th Floor, New York, New York 10106. Pursuant to
regulations promulgated under Section 13(d) of the Act, CFM, as the sole general
partner  of  Winston  L.P.,  may be  deemed a  beneficial  owner of  securities,
including the Shares, held for the account by Winston L.P.

               Winston LDC is a Cayman Islands exempted limited duration company
with its principal office at Kaya Flamboyan 9, Willemstad,  Curacao, Netherlands
Antilles. Winston LDC was organized as the operating unit of Winston Partners II
Offshore Ltd., an open-end investment company incorporated in the British Virgin
Islands (the "Winston Offshore").  Winston Offshore invests all of its assets in
Winston LDC, and is the largest  shareholder in Winston LDC. Chatterjee Advisors
and Chatterjee Fund Investors LDC (an affiliate of Chatterjee Advisors) are also
shareholders of Winston LDC. The principal  business of Winston LDC is investing
in securities.

               Winston LLC is a limited  liability company formed under the laws
of the State of Delaware with its principal  office at 888 Seventh Avenue,  30th
Floor,  New York,  New York  10106.  Chatterjee  Advisors  and  Chatterjee  Fund
Investors  LDC (an affiliate of Chatterjee  Advisors) are also  shareholders  of
Winston LLC. The principal business of Winston LLC is investing in securities.

               Chatterjee Advisors, a Delaware limited liability company that is
managed  and  controlled  by  Dr.  Chatterjee,  serves  as the  manager,  and is
responsible for  supervising the operations,  of each of Winston LDC and Winston
LLC.  The  principal  office of  Chatterjee  Advisors  is located at 888 Seventh
Avenue, 30th Floor, New York, New York 10106. Chatterjee Management,  a Delaware
corporation  that  is  managed  and  controlled  by Dr.  Chatterjee,  serves  as
investment advisor to each of Winston LDC and Winston LLC pursuant to investment
management contracts between Chatterjee Management, Chatterjee Advisors and each
of  Winston  LDC and  Winston  LLC.  As  such,  Chatterjee  Management  has full
discretion  and  authority to make  investments  in  securities  (including  the
Shares) on behalf of each of Winston LDC and Winston LLC. The  principal  office
of Chatterjee Management is located at 888 Seventh Avenue, 30th Floor, New York,
New York 10106.


<PAGE>


                                                             Page 20 of 84 Pages

               Pursuant to  regulations  promulgated  under Section 13(d) of the
Act,  each of  Chatterjee  Advisors,  as the  manager of each of Winston LDC and
Winston  LLC,  and  by  reason  of its  ability  as  manager  to  terminate  the
contractual  relationship  of  Winston  LDC  and  Winston  LLC  with  Chatterjee
Management  within 60 days, and Chatterjee  Management,  by reason of its voting
and  dispositive  power over securities held for the accounts of Winston LDC and
Winston LLC, may be deemed to be the beneficial  owner of securities  (including
the Shares) held for the account of each of Winston LDC and Winston LLC.

               During the past five years,  none of Winston L.P.,  CFM,  Winston
LDC,  Winston  Offshore,  Winston  LLC,  Chatterjee  Advisors,  Chatterjee  Fund
Investors LDC, and  Chatterjee  Management has been: (a) convicted in a criminal
proceeding;  or (b) a party to any civil  proceeding as a result of which any of
them has been  subject to a  judgment,  decree or final order  enjoining  future
violations  of, or prohibiting  or mandating  activities  subject to, federal or
state securities laws, or finding any violation with respect to such laws.

Dr. Chatterjee
- --------------

               The  principal  occupation  of Dr.  Chatterjee,  a United  States
citizen, is as an investment manager.  Dr. Chatterjee has his principal place of
business at 888 Seventh Avenue,  30th Floor, New York, New York 10106.  Pursuant
to regulations promulgated under Section 13(d) of the Act, Dr. Chatterjee may be
deemed (i) a  beneficial  owner of Shares held for the account of QIP (by virtue
of his position as a sub-investment  advisor to QIP with respect to the Shares),
and (ii) the beneficial owner of securities  (including the Shares) held for the
account  of  Winston  L.P.  (as the sole  general  partner of CFM and the person
ultimately  in control  of Winston  L.P.),  Winston II LDC (as  manager  and the
person ultimately in control of Chatterjee  Advisors and Chatterjee  Management)
and  Winston  II LLC (as  manager  and  the  person  ultimately  in  control  of
Chatterjee Advisors and Chatterjee Management).

               On January 13, 1993, the Securities and Exchange  Commission (the
"Commission")  filed a civil  complaint in the United States  District Court for
the  District  of  Massachusetts  against  certain  defendants,   including  Dr.
Chatterjee,  wherein  the  Commission  alleged  that Dr.  Chatterjee  engaged in
conduct in violation of, or aided and abetted  certain  alleged  violations  of,
Sections  10(b) and 14(e) of the Act and certain rules  promulgated  thereunder.
Dr.  Chatterjee  settled the  Commission's  action on the same date it was filed
without  admitting or denying the allegations of the complaint.  Dr.  Chatterjee
consented to the entry of a Final Judgment  restraining  and enjoining him from,
inter alia, violating,  or aiding and abetting violations of, Sections 10(b) and
14(e) of the Act and the  rules  promulgated  thereunder.  Dr.  Chatterjee  also
agreed to pay a civil  penalty  of  $643,855.  During the past five  years,  Dr.
Chatterjee, has not been convicted in any criminal proceeding.


<PAGE>


                                                             Page 21 of 84 Pages


ITEM 3.        SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

               None of the  Reporting  Persons has  expended  any funds or other
consideration  within the last 60 days prior to the date hereof to purchase  the
Shares held for the accounts of the Reporting Persons.

               The Shares  held for the  accounts  of  certain of the  Reporting
Persons may be held through  margin  accounts  maintained  with  brokers,  which
extend margin  credit as and when  required to open or carry  positions in their
margin  accounts,  subject  to  applicable  federal  margin  regulations,  stock
exchange rules and such firm's credit policies. The positions held in the margin
accounts,  including  the Shares,  are pledged as  collateral  security  for the
repayment of debit balances in the respective accounts.


ITEM 4.        PURPOSE OF TRANSACTION.

               All of the Shares reported herein as having been acquired for the
accounts  of certain of the  Reporting  Persons  were  acquired  for  investment
purposes.  Neither the  Reporting  Persons,  nor, to the best  knowledge  of the
Reporting Persons,  any of the other individuals  identified in response to Item
2, has any plans or  proposals  which  relate  to or would  result in any of the
transactions  described in  subparagraphs  (a) through (j) of Item 4 of Schedule
13D. The Reporting Persons reserve the right to acquire additional securities of
the Issuer,  to dispose of such  securities  at any time or to  formulate  other
purposes,  plans, or proposals regarding the Issuer or any of its securities, to
the extent deemed advisable in light of general  investment and trading policies
of the  Reporting  Persons  and/or the SFM Clients,  market  conditions or other
factors.


ITEM 5.        INTEREST IN SECURITIES OF THE ISSUER.

               (a) (i)  Each  of QIP,  QIHMI,  QIH  Management,  SFM LLC and Mr.
Druckenmiller  may  be  deemed  the  beneficial  owner  of  the  652,050  Shares
(approximately  3.63% of the total  number of Shares  outstanding  assuming  the
exercise of all  currently  exercisable  warrants  held for the account of QIP).
This number  consists of (A) 483,000  Shares held for the account of QIP and (B)
169,050  Shares  issuable  upon  exercise of the 169,050  currently  exercisable
warrants held for the account of QIP.

                    (ii)  Mr.  Soros  may be  deemed  the  beneficial  owner  of
1,043,280  Shares  (approximately  5.78% of the outstanding  Shares assuming the
exercise of all currently  exercisable  warrants held for the account of Phoenix
Holdings  and QIP).  This number  consists  of (A)  289,800  Shares held for the
account of Phoenix  Holdings (B) 101,430  Shares  issuable  upon the exercise of
101,430 currently exercisable warrants held for the account of Phoenix Holdings,
(C) the 483,000  Shares held for the account of QIP, and (D) the 169,050  Shares
issuable upon the exercise of the 169,050  currently  exercisable  warrants held
for the account of QIP.


<PAGE>


                                                             Page 22 of 84 Pages

                    (iii) Phoenix Holdings may be deemed the beneficial owner of
391,230 Shares  (approximately  2.19% of the total number of shares  outstanding
assuming the exercise of all currently exercisable warrants held for the account
of Phoenix  Holdings).  This number  consists of (A) 289,800 Shares held for its
account  and (B) the  101,430  Shares  issuable  upon  exercise  of the  101,430
currently exercisable warrants for its account.

                    (iv) Winston L.P. and CFM may be deemed the beneficial owner
of 391,230 Shares (approximately 2.19% of the total number of Shares outstanding
assuming the exercise of all currently exercisable warrants held for the account
of Phoenix  Holdings).  This number  consists of (A) 289,800 Shares held for the
account of Phoenix Holdings and (B) 101,430 Shares issuable upon exercise of the
101,430 currently exercisable warrants held for the account of Phoenix Holdings.

                    (v)  Winston LDC may be deemed the  beneficial  owner of the
179,313 Shares  (approximately  1.01% of the total number of Shares  outstanding
assuming  exercise of all of the  warrants  held for its  account).  This number
consists  of (A)  132,824  Shares held for its  account,  and (B) 46,489  Shares
issuable upon exercise of the 46,489 currently exercisable warrants held for its
account.

               (vi) Winston LLC may be deemed the beneficial owner of the 81,506
Shares  (approximately  .46% of the total number of Shares outstanding  assuming
exercise of all of the  currently  exercisable  warrants  held for its account).
This number  consists  of (A) 60,375  Shares held for its account and (B) 21,131
Shares issuable upon exercise of the 21,131 currently  exercisable warrants held
for its account.

               (vii) Chatterjee Management and Chatterjee Advisors may be deemed
the beneficial owner of 260,819 Shares  (approximately 1.46% of the total number
of Shares  outstanding  assuming the exercise of all the  currently  exercisable
warrants  held for the  accounts of Winston LDC and  Winston  LLC).  This number
consists  of  (A)  179,313  Shares  which  Winston  LDC  may  be  deemed  to own
beneficially  and (B)  81,506  Shares  which  Winston  LLC may be  deemed to own
beneficially.

                    (viii) Dr.  Chatterjee may be deemed the beneficial owner of
1,304,099 Shares  (approximately 7.20% of the total number of Shares outstanding
assuming exercise of all currently exercisable warrants held for the accounts of
QIP, Phoenix Holdings, Winston LDC and Winston LLC). This number consists of (A)
260,819 Shares which Chatterjee Management and Chatterjee Advisors may be deemed
to own beneficially, (B) 391,230 Shares which CFM and Winston L.P. may be deemed
to own  beneficially  and (C)  652,050  Shares  which  QIP may be  deemed to own
beneficially.

               (b) (i) Each of QIP, QIHMI, QIH Management, SFM LLC (by virtue of
the QIP  contract),  Mr.  Soros (as result of his  position  with SFM LLC),  Mr.
Druckenmiller  (as a result of his position with SFM LLC) and Dr. Chatterjee (as


<PAGE>


                                                             Page 23 of 84 Pages

a result of his position as a sub-investment  advisor to QIP with respect to the
Shares)  may be  deemed  to have the  shared  power to  direct  the  voting  and
disposition of the 652,050 Shares held for the account of QIP (assuming exercise
of all currently exercisable warrants held for the account of QIP).

                    (ii)  Phoenix  Holdings may be deemed to have the sole power
to vote  and  dispose  of the  391,230  Shares  held for its  account  (assuming
exercise  of all the  warrants  held for the account of Phoenix  Holdings).  Mr.
Soros and  Winston  L.P.  (in their  capacity  as  managing  members  of Phoenix
Holdings)  may be  deemed  to  have  shared  power  to  direct  the  voting  and
disposition  of such Shares.  CFM (in its  capacity as sole  general  partner of
Winston  L.P.) and Dr.  Chatterjee  (in its capacity as sole general  partner of
CFM) may be deemed to have the shared power to direct the voting and disposition
of such Shares.

                    (iii)  Each of  Winston  LDC,  Chatterjee  Advisors  (in its
capacity as manager of Winston LDC),  Chatterjee  Management (in its capacity as
investment  advisor to Winston LDC) and Dr. Chatterjee (as the person ultimately
in control of both Chatterjee Advisors and Chatterjee  Management) may be deemed
to have the sole  power to direct  the voting  and  disposition  of the  179,313
Shares held for the account of Winston LDC  (assuming  exercise of all currently
exercisable warrants held for the account of Winston LDC).

                    (iv)  Each  of  Winston  LLC,  Chatterjee  Advisors  (in its
capacity as manager of Winston LLC),  Chatterjee  Management (in its capacity as
investment  advisor to Winston LLC) and Dr.  Chatterjee  (in its capacity as the
person  ultimately  in  control  of  both  Chatterjee  Advisors  and  Chatterjee
Management)  may be  deemed  to have the sole  power to direct  the  voting  and
disposition  of the 81,506  Shares held for the account of Winston LLC (assuming
exercise of all the warrants held for the account of Winston LLC).

               (c) Except as disclosed in Item 2 hereof,  which is  incorporated
by  reference  in this Item 5, there  have been no  transactions  effected  with
respect to the Shares since  November 2, 1996 (60 days prior to the date hereof)
by any of the Reporting Persons.

               (d) (i) The  shareholders of QIP,  including  Quantum  Industrial
Holdings Ltd., a British Virgin Islands international business company, have the
right to participate in the receipt of dividends from, or proceeds from the sale
of,  the  securities,  including  the  Shares,  held for the  account  of QIP in
accordance with their ownership interests in QIP.

                    (ii) The  members  of  Phoenix  Holdings  have the  right to
participate  in the receipt of  dividends  from,  or proceeds  from the sale of,
securities,  including the Shares,  held for the account of Phoenix  Holdings in
accordance with their ownership interests in Phoenix Holdings.


<PAGE>

                                                             Page 24 of 84 Pages

                    (iii) The  shareholders  of Winston LDC,  including  Winston
Offshore,  have the right to  participate  in the receipt of dividends  from, or
proceeds from the sale of, securities, including the Shares, held by Winston LDC
in accordance with their ownership interests in Winston LDC.

                    (iv)  The   members  of  Winston   LLC  have  the  right  to
participate  in the receipt of  dividends  from,  or proceeds  from the sale of,
securities,  including the Shares,  held by Winston LLC in accordance with their
ownership interests in Winston LLC.

                    (v)  The  partners  of  Winston  L.P.   have  the  right  to
participate  in the receipt of  dividends  from,  or  proceeds  from the sale of
securities,  including  the  Shares, held for the  account of  Winston  L.P.  in
accordance with their partnership interests in Winston L.P.

               (e) Not applicable.

                    Each of QIP, Phoenix  Holdings,  Winston LLC and Winston LDC
also have the right, pursuant to Common Stock Purchase Warrants,  forms of which
are attached  hereto as Exhibits J, K, L and M, on and after July 31,  1997,  to
acquire  additional  Shares,  in the  amounts and on the terms set forth in such
Common Stock Purchase Warrants.

                    Each  of  QIP,  QIHMI,  QIH  Management,  SFM  LLC  and  Mr.
Druckenmiller  expressly disclaims  beneficial  ownership of any Shares not held
directly  for the  accounts of QIP. Mr.  Soros  expressly  disclaims  beneficial
ownership of any Shares not held  directly for the accounts of Phoenix  Holdings
and  QIP.  Each of  Chatterjee  Advisors  and  Chatterjee  Management  expressly
disclaims  beneficial ownership of any Shares not held directly for the accounts
Winston  LDC  and  Winston  LLC.  Winston  LDC  expressly  disclaims  beneficial
ownership  of any  Shares  not  held  for its  account.  Winston  LLC  expressly
disclaims  beneficial ownership of any Shares not held directly for its account.
Each of Winston L.P. and CFM  expressly  disclaims  beneficial  ownership of any
Shares  not held  directly  for the  account of Winston  L.P.  Phoenix  Holdings
expressly disclaims beneficial ownership of any Shares not held directly for its
account.

ITEM  6.       CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS  IN  RELATIONSHIP  WITH
               RESPECT TO SECURITIES OF THE ISSUER.

               In  connection  with its  acquisition  of Shares,  certain of the
Reporting  Persons entered into (i) a Securities  Purchase  Agreement dated July
31, 1996 attached hereto as Exhibit G and incorporated herein by reference, (ii)



<PAGE>


                                                             Page 25 of 84 Pages


a  Securityholders'  Agreement  dated July 31, 1996 attached hereto as Exhibit H
and incorporated  herein by reference and (iii) a Registration  Rights Agreement
dated July 31,  1996  attached  hereto as Exhibit I and  incorporated  herein by
reference. In addition, QIP, Phoenix Holdings,  Winston LLC and Winston LDC were
issued Common Stock Purchase Warrants substantially in the forms attached hereto
as  Exhibit  J, K, L and M,  respectively,  each of which  is also  incorporated
herein by reference.

               From time to time,  each of the Reporting  Persons and/or the SFM
Clients  may lend  portfolio  securities  to brokers,  banks or other  financial
institutions.  These  loans  typically  obligate  the  borrower  to  return  the
securities,  or an equal amount of securities  of the same class,  to the lender
and  typically  provide that the borrower is entitled to exercise  voting rights
and to retain  dividends  during the term of the loan.  From time to time to the
extent  permitted by  applicable  laws,  the  Reporting  Persons  and/or the SFM
Clients  may  borrow  securities,  including  the  Shares,  for the  purpose  of
effecting, and may effect, short sale transactions,  and may purchase securities
for the purpose of closing out short positions in such securities.

               Except as disclosed  herein,  the  Reporting  Persons and the SFM
Clients do not have any contracts, arrangements, understandings or relationships
with respect to any securities of the Issuer.

ITEM 7.        MATERIAL TO BE FILED AS EXHIBITS.

               A. Power of Attorney, dated as of January 1, 1997, granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.

               B. Power of Attorney, dated as of January 1, 1997, granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Michael C. Neus.

               C. Joint Filing  Agreement,  dated as of January 1, 1997,  by and
among QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros, Mr. Druckenmiller, Phoenix
Holdings,  Winston L.P., CFM,  Winston LDC,  Winston LLC,  Chatterjee  Advisory,
Chatterjee Management and Dr. Chatterjee.

               D. Power of Attorney, dated May 23, 1996, granted by QIP in favor
of Mr. Gary Gladstein, Mr. Sean Warren and Mr. Michael Neus.

               E.  Power  of  Attorney,  dated  May  31,  1995,  granted  by Dr.
Chatterjee in favor of Mr. Peter Hurwitz.

               F. Power of Attorney,  dated October 25, 1996, granted by Winston
LDC in favor of Mr. Peter Hurwitz.

               G.  Securities  Purchase  Agreement dated July 31, 1996 among the
Issuer,  QIP,  Phoenix  Holdings,  Winston LDC and Winston LLC (filed as Exhibit
10.15 to Amendment No. 2 to the Issuer's Form S-1  (Registration  No.  33-10875)
and incorporated herein by reference).

               H. Securityholders Agreement dated July 31, 1996 by and among the
Issuer, K. Paul Singh, QIP, Phoenix Holdings, Winston LDC and Winston LLC (filed
as  Exhibit  10.10 to the  Issuer's  Form S-1  Registration  No.  33-10875)  and
incorporated herein by reference).




<PAGE>


                                                             Page 26 of 84 Pages

               I. Registration Rights Agreement dated July 31, 1996 by and among
the Issuer, QIP, Phoenix Holdings, Winston LDC and Winston LLC (filed as Exhibit
10.11 to the Issuer's Form S-1  (Registration  No.  33-10875)  and  incorporated
herein by reference).

               J. Form of the Common Stock Purchase Warrant issued to QIP.

               K. Form of the Common Stock  Purchase  Warrant  issued to Phoenix
Holdings.

               L. Form of the Common Stock  Purchase  Warrant  issued to Winston
LLC.

               M. Form of the Common Stock  Purchase  Warrant  issued to Winston
LDC.






<PAGE>


                                                             Page 27 of 84 Pages

                                   SIGNATURES

               After  reasonable  inquiry  and to the best of my  knowledge  and
belief,  the  undersigned  certifies  that  the  information  set  forth in this
statement is true, complete and correct.


Date:  January 1, 1997                  QUANTUM INDUSTRIAL PARTNERS LDC


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Attorney-in-Fact


                                        QIH MANAGEMENT INVESTOR, L.P.

                                        By: QIH Management, Inc.,
                                            its General Partner


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Vice President


                                        QIH MANAGEMENT, INC.


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Vice President

                                        SOROS FUND MANAGEMENT LLC


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Managing Director


                                        GEORGE SOROS


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Attorney-in-Fact



<PAGE>


                                                             Page 28 of 84 Pages


                                        STANLEY F. DRUCKENMILLER


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Attorney-in-Fact


                                        S-C PHOENIX HOLDINGS, L.L.C.

                                        By:  George Soros,
                                             its Manager


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Attorney-in-Fact


                                        WINSTON PARTNERS, L.P.

                                        By:  Chatterjee Fund Management,
                                             its General Partner

                                             By:  Purnendu Chatterjee,
                                                  its General Partner


                                                  By:  /S/ PETER HURWITZ
                                                       ------------------------
                                                       Peter Hurwitz
                                                       Attorney-in-Fact





<PAGE>


                                                             Page 29 of 84 Pages

                                        CHATTERJEE FUND MANAGEMENT, L.P.

                                        By:  Purnendu Chatterjee,
                                             its General Partner


                                        By:  /S/ PETER HURWITZ
                                             ----------------------------------
                                             Peter Hurwitz
                                             Attorney-in-Fact


                                        WINSTON PARTNERS II LDC


                                        By:  /S/ PETER HURWITZ
                                             ----------------------------------
                                             Peter Hurwitz
                                             Attorney-in-Fact


                                        WINSTON PARTNERS II LLC

                                        By:  Chatterjee Advisors LLC, 
                                             its Manager


                                             By:  /S/ PETER HURWITZ
                                                  ----------------------------
                                                  Peter Hurwitz
                                                  Manager

                                        CHATTERJEE ADVISORS LLC


                                        By:  /S/ PETER HURWITZ
                                             ----------------------------------
                                             Peter Hurwitz
                                               Manager


                                        CHATTERJEE MANAGEMENT COMPANY


                                        By:  /S/ PETER HURWITZ
                                             ----------------------------------
                                             Peter Hurwitz
                                             Vice President


                                        PURNENDU CHATTERJEE


                                        By:  /S/ PETER HURWITZ
                                             ----------------------------------
                                             Peter Hurwitz
                                             Attorney-in-Fact



<PAGE>


                                                             Page 30 of 84 Pages

                                     ANNEX A

            DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL PARTNERS LDC



Name/Title/Citizenship        Principal Occuption           Business Address
- ----------------------        -------------------           ----------------

Curacao Corporation Company   Managing Director of          Kaya Flamboyan 9
N.V.                          Netherlands Antilles          Willemstad Curacao,
  Managing Director           corporation                   Netherlands Antilles
  Netherlands Antilles

Inter Caribbean Services Ltd  Administrative services       Citco Building
  Secretary                                                 Wickhams Cay
  British Virgin Islands)                                   Road Town
                                                            Tortola
                                                            British Virgin 
                                                              Islands






<PAGE>


                                                             Page 31 of 84 Pages

                                     ANNEX B


               The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:


                         Scott K. H. Bessent           
                         Walter Burlock
                         Jeffrey L. Feinberg
                         Arminio Fraga
                         Gary Gladstein
                         Robert K. Jermain
                         David N. Kowitz
                         Alexander C. McAree
                         Paul McNulty
                         Gabriel S. Nechamkin
                         Steven Okin
                         Dale Precoda
                         Lief D. Rosenblatt
                         Mark D. Sonnino
                         Filiberto H. Verticelli
                         Sean C. Warren

Each of the above listed  persons is a United  States  citizen  whose  principal
occupation  is serving as Managing  Director of SFM LLC, and each has a business
address c\o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106.
During  the past  five  years,  none of the  above-listed  persons  has been (i)
convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a
result of which any such persons has been subject to a judgment, decree or final
order  enjoining  future  violations of, or prohibiting or mandating  activities
subject to, federal or state  securities  laws, or finding any  violations  with
respect to such laws.



<PAGE>


                                                             Page 32 of 84 Pages

                                INDEX OF EXHIBITS

                                                                            PAGE
                                                                            ----

A.   Power of Attorney, dated as of January 1, 1997, granted
     by Mr.  George  Soros  in  favor  of Mr.  Sean  C.
     Warren and Michael C. Neus............................................. 31

B.   Power of Attorney,  dated as of January 1, 1997, granted
     by Mr. Stanley  Druckenmiller in favor of Mr. Sean
     C. Warren and Michael C. Neus.......................................... 32

C.   Joint  Filing  Agreement, dated as of January 1,
     1997, by and among QIP, QIHMI, QIH Management, SFM
     LLC, Mr. Soros,  Mr.  Druckenmiller,  Winston LDC,
     Winston  LLC,  Chatterjee   Advisory,   Chatterjee
     Management and Dr. Chatterjee...........................................33

D.   Power of Attorney,  dated May 23, 1996, granted by
     QIP in  favor  of Mr.  Gary  Gladstein,  Mr.  Sean
     Warren and Mr. Michael Neus.............................................36

E.   Power of Attorney,  dated May 31, 1995, granted by
     Dr.    Chatterjee    in   favor   of   Mr.   Peter
     Hurwitz................................................................ 37

F.   Power of Attorney, dated October 25, 1996, granted
     by Winston  Partners II LDC in favor of Mr.  Peter
     Hurwitz................................................................ 38

J.   Form of the Common Stock  Purchase  Warrant issued
     to QIP..................................................................39

K.   Form of the Common Stock  Purchase  Warrant issued
     to S-C Phoenix Holdings, L.L.C..........................................50

L.   Form of the Common Stock  Purchase  Warrant issued
     to Winston Partners LLC......................................... .......61

M.   Form of the Common Stock  Purchase  Warrant issued
     to Winston Partners LDC.......................................... ......72







                                                             Page 33 of 84 Pages

                                    EXHIBIT A

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that I, GEORGE SOROS,  hereby make,  constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually,  as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal  capacity or (b) in my capacity as Chairman  of,  member of or in other
capacities  with  Soros  Fund  Management  LLC,  all  documents,   certificates,
instruments,  statements,  filings and agreements ("documents") to be filed with
or  delivered  to any foreign or domestic  governmental  or  regulatory  body or
required or  requested  by any other  person or entity  pursuant to any legal or
regulatory  requirement  relating to the acquisition,  ownership,  management or
disposition of securities or other investments, and any other documents relating
or ancillary  thereto,  including but not limited to, all documents  relating to
filings with the United States  Securities and Exchange  Commission  (the "SEC")
pursuant to the Securities  Act of 1933 or the  Securities  Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial  ownership of securities required to be
filed  with  the SEC
  pursuant  to  Section  13(d) or  Section  16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule  13G and  any  amendments  thereto,  (b) any  joint  filing  agreements
pursuant to Rule  13d-1(f) and (c) any initial  statements  of, or statements of
changes in,  beneficial  ownership of securities on Form 3, Form 4 or Form 5 and
(2) any  information  statements  on Form 13F  required to be filed with the SEC
pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN  WITNESS  WHEREOF,  I have  executed  this  instrument  as of the  1st day of
January, 1997.




                                        /s/ George Soros
                                        ---------------------------------------
                                        GEORGE SOROS





                                                             Page 34 of 84 Pages

                                    EXHIBIT B

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that I, STANLEY F. DRUCKENMILLER,  hereby make,
constitute  and  appoint  each of SEAN C.  WARREN and  MICHAEL  C. NEUS,  acting
individually,  as my agent and  attorney-in-fact for the purpose of executing in
my name,  (a) in my personal  capacity  or (b) in my capacity as Lead  Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents,  certificates,   instruments,   statements,  filings  and  agreements
("documents")  to be  filed  with  or  delivered  to  any  foreign  or  domestic
governmental  or regulatory body or required or requested by any other person or
entity  pursuant  to  any  legal  or  regulatory  requirement  relating  to  the
acquisition,  ownership,  management  or  disposition  of  securities  or  other
investments,  and any other documents relating or ancillary  thereto,  including
but not limited to, all  documents  relating to filings  with the United  States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the  Securities  Exchange  Act of 1934  (the  "Act")  and the  rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required
 to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition  statements  on  Schedule  13D or  Schedule  13G and any  amendments
thereto,  (b) any joint filing agreements  pursuant to Rule 13d-1(f) and (c) any
initial  statements  of, or  statements of changes in,  beneficial  ownership of
securities  on Form 3, Form 4 or Form 5 and (2) any  information  statements  on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN  WITNESS  WHEREOF,  I have  executed  this  instrument  as of the  1st day of
January, 1997.




                                        /s/ Stanley F. Druckenmiller
                                        ---------------------------------------
                                        STANLEY F. DRUCKENMILLER





                                                             Page 35 of 84 Pages

                                    EXHIBIT C

                             JOINT FILING AGREEMENT


               The  undersigned  hereby agree that the statement on Schedule 13D
with   respect  to  the  Common  Stock  of  Primus   Telecommunications   Group,
Incorporated  dated January 1, 1997 and any amendments thereto signed by each of
the  undersigned  shall be  filed on  behalf  of each of us  pursuant  to and in
accordance  with the provisions of Rule 13d-1(f)  under the Securities  Exchange
Act of 1934.



Date:  January 1, 1997                  QUANTUM INDUSTRIAL PARTNERS LDC


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Attorney-in-Fact


                                        QIH MANAGEMENT INVESTOR, L.P.

                                        By: QIH Management, Inc.,
                                            its General Partner


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Vice President


                                        QIH MANAGEMENT, INC.


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Vice President

                                        SOROS FUND MANAGEMENT LLC


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Managing Director


                                        GEORGE SOROS


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Attorney-in-Fact



<PAGE>


                                                             Page 36 of 84 Pages


                                        STANLEY F. DRUCKENMILLER


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Attorney-in-Fact


                                        S-C PHOENIX HOLDINGS, L.L.C.

                                        By:  George Soros,
                                             its Manager


                                        By:  /S/ SEAN C. WARREN
                                             ----------------------------------
                                             Sean C. Warren
                                             Attorney-in-Fact


                                        WINSTON PARTNERS, L.P.

                                        By:  Chatterjee Fund Management,
                                             its General Partner

                                             By:  Purnendu Chatterjee,
                                                  its General Partner


                                                  By:  /S/ PETER HURWITZ
                                                       ------------------------
                                                       Peter Hurwitz
                                                       Attorney-in-Fact





<PAGE>



                                                             Page 37 of 84 Pages

                                        CHATTERJEE FUND MANAGEMENT, L.P.

                                        By:  Purnendu Chatterjee,
                                             its General Partner


                                        By:  /S/ PETER HURWITZ
                                             ----------------------------------
                                             Peter Hurwitz
                                             Attorney-in-Fact


                                        WINSTON PARTNERS II LDC


                                        By:  /S/ PETER HURWITZ
                                             ----------------------------------
                                             Peter Hurwitz
                                             Attorney-in-Fact


                                        WINSTON PARTNERS II LLC

                                        By:  Chatterjee Advisors LLC, 
                                             its Manager


                                             By:  /S/ PETER HURWITZ
                                                  ----------------------------
                                                  Peter Hurwitz
                                                  Manager

                                        CHATTERJEE ADVISORS LLC


                                        By:  /S/ PETER HURWITZ
                                             ----------------------------------
                                             Peter Hurwitz
                                               Manager


                                        CHATTERJEE MANAGEMENT COMPANY


                                        By:  /S/ PETER HURWITZ
                                             ----------------------------------
                                             Peter Hurwitz
                                             Vice President


                                        PURNENDU CHATTERJEE


                                        By:  /S/ PETER HURWITZ
                                             ----------------------------------
                                             Peter Hurwitz
                                             Attorney-in-Fact




                                                             Page 38 of 84 Pages

                                    EXHIBIT D

                         QUANTUM INDUSTRIAL PARTNERS LDC
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT,  that the undersigned QUANTUM INDUSTRIAL PARTNERS
LDC (the "Company"), an exempted limited duration company existing and operating
under the laws of the Cayman Islands does, pursuant to a duly adopted resolution
of its Managing Director, hereby designate, constitute and appoint:

                  GARY GLADSTEIN, SEAN WARREN and MICHAEL NEUS

acting,  singly and not  jointly,  as its true and lawful  agent and attorney in
fact for the purpose of  executing  in its name,  all  documents,  certificates,
instruments,  statements,  filings and agreements ("documents") to be filed with
or  delivered  to any foreign or domestic  governmental  or  regulatory  body or
required or  requested  by any other  person or entity  pursuant to any legal or
regulatory  requirement  relating to the acquisition,  ownership,  management or
disposition of securities or other investments, and any other documents relating
or ancillary  thereto,  including but not limited to, all documents  relating to
filings with the United States  Securities and Exchange  Commission  (the "SEC")
pursuant to the Securities  Act of 1933 or the  Securities  Exchange Act of 1934
(the "Act")
 and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial  ownership of securities required to be
filed  with  the SEC  pursuant  to  Section  13(d) or  Section  16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule  13G and  any  amendments  thereto,  (b) any  joint  filing  agreements
pursuant to Rule  13d-1(f) and (c) any initial  statements  of, or statements of
changes in,  beneficial  ownership of securities on Form 3, Form 4 or Form 5 and
(2) any  information  statements  on Form 13F  required to be filed with the SEC
pursuant to Section 13(f) of the Act.

Each  attorney-in-fact  is hereby  authorized and empowered to perform all other
acts and deeds, which he or she in his or her sole discretion deems necessary or
appropriate  to carry out to the fullest  extent the terms and the intent of the
foregoing.  All  prior  acts  of each  attorney-in-fact  in  furtherance  of the
foregoing are hereby ratified and confirmed.

IN WITNESS WHEREOF, the Company has caused this document to be execute this 23rd
day of May, 1996.

                                   QUANTUM INDUSTRIAL PARTNERS LDC


                                    -----------------------------------------
                                    Curacao Corporation Company N.V.
                                    Managing Director





                                                             Page 39 of 84 Pages

                                    EXHIBIT E

                                POWER OF ATTORNEY



KNOW  ALL MEN BY  THESE  PRESENT,  that I,  PURNENDU  CHATTERJEE,  hereby  make,
constitute  and appoint  PETER  HURWITZ as my agent and attorney in fact for the
purpose  of  executing  in my name or in my  personal  capacity  all  documents,
certificates,  instruments,  statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or  required or  requested  by any other  person or entity  pursuant to any
legal  or  regulatory  requirement  relating  to  the  acquisition,   ownership,
management or  disposition  of securities  or other  investments,  and any other
documents  relating  or  ancillary  thereto,  including  but not limited to, all
documents  relating to filings with the Securities and Exchange  Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities  Exchange Act of
1934  (the  "Act")  and  the  rules  and  regulations   promulgated  thereunder,
including:  (1) all documents relating to the beneficial ownership of securities
required to be filed with the SEC pursuant to Section  13(d) or Section 16(a) of
the Act  including,  without  limitation:  (a)  any  acquisition  statements  on
Schedule 13D or Schedule 13G and any
  amendments  thereto,  (b) any joint filing
agreements  pursuant to Rule  13(d)-1(f)  and (c) any initial  statements of, or
statements of changes in,  beneficial  ownership of securities on Form 3, Form 4
or Form 5 and (2) any  information  statements  on Form 13F required to be filed
with the SEC pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument this 31st day of May, 1995.



                                   /s/ Purnendu Chatterjee
                                   --------------------------------------------
                                   PURNENDU CHATTERJEE





                                                             Page 40 of 84 Pages

                                    EXHIBIT F

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENT,  that the  undersigned,  Winston  Partners II LDC
(the "Company"),  a Cayman Islands exempted  limited  duration  company,  hereby
makes,  constitutes  and appoints  PETER A. HURWITZ as the  Company's  agent and
attorney  in fact for the purpose of  executing  on behalf of the  Company,  all
documents,  certificates,   instruments,   statements,  filings  and  agreements
("documents")  to be  filed  with  or  delivered  to  any  foreign  or  domestic
governmental  or regulatory body or required or requested by any other person or
entity  pursuant  to  any  legal  or  regulatory  requirement  relating  to  the
acquisition,  ownership,  management  or  disposition  of  securities  or  other
investments,  and any other documents relating or ancillary  thereto,  including
but not limited to, all  documents  relating to filings  with the United  States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the  Securities  Exchange  Act of 1934  (the  "Act")  and the  rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the
 Act including, without limitation: (a) any
acquisition  statements  on  Schedule  13D or  Schedule  13G and any  amendments
thereto,  (b) any joint filing agreements  pursuant to Rule 13d-1(f) and (c) any
initial  statements  of, or  statements of changes in,  beneficial  ownership of
securities  on Form 3, Form 4 or Form 5 and (2) any  information  statements  on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

This power of attorney  shall be valid from the date hereof until revoked by the
Company.

IN WITNESS  WHEREOF,  the Company has executed this  instrument this 25th day of
October, 1996.

                                   WINSTON PARTNERS II LDC



                                   By:  /s/ Kieran Conroy  /s/ Wiekert Weber
                                        ---------------------------------------
                                        Name: Kieran Conroy / Wiekert Weber






                                                             Page 41 of 84 Pages

                                    EXHIBIT J

               The security  represented by this  Certificate has
               not been  registered  under the  Securities Act of
               1933, as amended,  or applicable  state securities
               laws,  and may  not be  transferred  or  otherwise
               disposed  of unless it has been  registered  under
               that  act or an  exemption  from  registration  is
               available.  The  transfer  of such  secu-  rity is
               additionally  subject to the conditions  specified
               in the  Securityholders'  Agreement,  dated  as of
               July 31, 1996 (as amended and  modified  from time
               to time),  between  the issuer  hereof and certain
               investors  (including the initial holder  hereof).
               The  Corporation  reserves the right to refuse the
               transfer of such  security  until such  conditions
               have been fulfilled with respect to such transfer.


                  PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------


                                                            Certificate No. PW-1

               FOR   VALUE   RECEIVED,    Primus    Telecommunications    Group,
Incorporated,  a Delaware  corporation  (the  "Corporation"),  hereby  grants to
                                               -----------
Quantum  Industrial  Partners LDC or its  registered  assigns  (the  "Registered
                                                                      ----------
Holder" or "Holder")  this warrant (the  "Warrant")  to purchase,  in accordance
- ------      ------
with the terms set forth herein,  shares of the Corporation's  Common Stock, par
value $.01 per share
 (the "Common  Stock").  This Warrant is issued  pursuant to
                           -------------
the Securities  Purchase  Agreement,  dated as of the date hereof (the "Purchase
                                                                        --------
Agreement"),  between,  among  others,  the  Corporation  and the  Holder.  Each
- ---------
capitalized term used in this Warrant which is defined in the Purchase Agreement
but not otherwise defined herein has the meaning given such term in the Purchase
Agreement.

               This Warrant is subject to the following provisions:

               Section 1.     Warrant Terms.
                              -------------

               (a) The Warrant is for the purchase of:

                    (1) 50,000  shares of Common Stock (the  "Warrant A Amount")
                                                              ----------------
               at a price equal to the Warrant A Exercise Price.  The "Warrant A
                                                                       ---------
               Exercise Price" shall be $.01 per share; and
               --------------

                    (2)  shares  of  Common  Stock  (the   "Warrant  B  Amount")
                                                            ------------------
               totalling  (A) that  number  of shares  having a Market  Price of
               $5,000,000  at the time of exercise of this  Warrant with respect
               to the Warrant B Amount and (B) either,  at the Holder's  option,
               (x) 42,857  shares (the  "Warrant B Fixed  Share  Amount") or (y)
                                         ------------------------------


<PAGE>

                                                             Page 42 of 84 Pages


               39.138943  shares of Common Stock (the "Warrant B Variable  Share
                                                       -------------------------
               Amount")  times the  number of days from and  including  the date
               ------
               hereof until and  including  the date of exercise of this Warrant
               with  respect to the  Warrant B Amount.  If the Holder  elects to
               receive  the  Warrant  B  Variable  Share  Amount  as part of its
               exercise of this  Warrant  with  respect to the Warrant B Amount,
               then the exercise  price (the  "Warrant B Exercise  Price") to be
                                               ------------------------- 
               paid by the Holder to the Corporation  shall be $.01 per share of
               the applicable  Warrant B Amount. If the Holder elects to receive
               the Warrant B Fixed Share  Amount as part of its exercise of this
               Warrant with respect to the Warrant B Amount,  then the Warrant B
               Exercise Price to be paid by the Holder to the Corporation  shall
               be  the  greater  of  (A) an  amount  equal  to  $.01  per  share
               multiplied  by the  number of  shares  comprising  the  Warrant B
               Amount and (B) an amount  (the  "Warrant B  Alternative  Exercise
                                                --------------------------------
               Price")  equal to  $1,095.89  multiplied  by the  number  of days
               -----
               remaining  from and after the date of  exercise  of this  Warrant
               with  respect to the  Warrant B Amount  until and  including  the
               third anniversary of the date hereof (the"Expiration Date").
                                                         ---------------

               Section 2. Anti-dilution Provisions. In order to prevent dilution
                          ------------------------
of the purchase  rights  granted under Section 1 of this Warrant,  the Warrant A
Amount, the Warrant B Fixed Share Amount and the Warrant B Variable Share Amount
shall be subject to adjustment from time to time pursuant to this Section 2. For
the avoidance of doubt and not withstanding anything contained in this Section 2
to the contrary, in no event shall the Warrant B Exercise Price be reduced to an
amount less than $.01 per share.

               (a)   Subdivision  or   Combination  of  Common  Stock.   If  the
                     ------------------------------------------------
Corporation  at any time  subdivides  or  combines  (by any stock  split,  stock
dividend,  recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock or makes a distribution  on its Common Stock in shares of
its stock other than Common Stock, then the number and kind of shares of capital
stock of the  Corporation  issuable  upon exercise of this Warrant (as in effect
immediately  prior to such action) shall be adjusted so, and provisions shall be
made to insure, that the Holder may receive,  upon exercise of this Warrant, the
aggregate  number and kind of shares of capital stock of the  Corporation  which
such  Holder  would have  received  immediately  following  such  action if this
Warrant had been exercised immediately prior to such action.

               (b) Reorganization,  Reclassification,  Consolidation,  Merger or
                   -------------------------------------------------------------
Sale. Any  recapitalization,  reorganization,  reclassification,  consolidation,
- ----
merger,  sale of all or substantially all of the  Corporation's  assets or other
transaction, in each case which is effected in such a manner that the holders of
Common  Stock are  entitled  to  receive  (either  directly  or upon  subsequent
liquidation)  stock,  securities  or assets with  respect to or in exchange  for
Common  Stock,  is  referred  to herein  as an  "Organic  Change."  Prior to the
                                                 --------------- 
consummation  of any Organic  Change,  the  Corporation  shall make  appropriate
provisions  (in form and  substance  reasonably  satisfactory  to the Holder) to
insure that the Holder shall  thereafter  have the right to acquire and receive,



<PAGE>


                                                             Page 43 of 84 Pages

in lieu of or in  addition  to (as the case may be) the  shares of Common  Stock
immediately  theretofore  acquirable  and  receivable  upon the exercise of this
Warrant,  such shares of stock,  securities  or assets as such Holder would have
received in  connection  with such Organic  Change if such Holder had  exercised
this Warrant  immediately  prior to such Organic Change.  In each such case, the
Corporation  shall  also  make  appropriate  provisions  (in form and  substance
reasonably  satisfactory  to the Holder) to insure that the  provisions  of this
Section 2 shall thereafter be applicable to this Warrant.  The Corporation shall
not effect any such Organic Change unless prior to the consummation thereof, the
successor entity (if other than the Corporation) resulting from any such Organic
Change or the entity  purchasing  such assets assumes by written  instrument (in
form and substance  reasonably  satisfactory  to the Holder),  the obligation to
deliver  to the  Holder  such  shares of  stock,  securities  or  assets  as, in
accordance with the foregoing provisions, the Holder may be entitled to acquire.
Notwithstanding the above provisions of this paragraph (b), the successor entity
(if other than the  Corporation)  resulting  from any such Organic Change or the
entity  purchasing  such assets (the  "Acquiring  Entity") may require that this
                                       -----------------
Warrant be fully  exercised as of the date of the  consummation  of such Organic
Change with the Holder having full rights to receive the  consideration  offered
to the other  securityholders  of the  Corporation  on the  basis of such  fully
exercised  amount  as of such  date;  provided,  that if,  as a  result  of such
                                      --------
acceleration of exercise the Holder would have short swing profits under Section
16 of the  Securities  Exchange Act of 1934, as amended,  such  acceleration  of
exercise shall be postponed until such liability of the Holder no longer exists.

               (c) Certain Events.  The Corporation shall not take any action(s)
                   --------------
as a result of which the Holder would be required to pay an  aggregate  Exercise
Price greater than the aggregate Exercise Price which such Holder would have had
to pay immediately prior to such action(s).

               (d) Notices. Immediately upon any adjustment required pursuant to
                   ------- 
the terms of this Section 2, the  Corporation  shall give written notice thereof
to the Holder, setting forth in reasonable detail and certifying the calculation
of such adjustment.  The Corporation  shall give written notice to the Holder at
least 20 days  prior to the date on which the  Corporation  closes  its books or
establishes a record date (A) with respect to any dividend or distribution  upon
Common Stock or (B) for  determining  rights to vote with respect to any Organic
Change, dissolution or liquidation.

               (e) Definitions.
                   -----------

               "Business  Day"  means any day other than a  Saturday,  Sunday or
                -------------
other day on which  banking  institutions  are  authorized or required by law or
executive order to close in New York, New York.

               "Exercise  Price"  means  the  Warrant A  Exercise  Price and the
                ---------------
Warrant B Exercise  Price,  or the Warrant B Alternative  Exercise Price, as the
case may be.




<PAGE>


                                                             Page 44 of 84 Pages


               "Market Price" means the volume-weighted  average sales price per
                ------------ 
share of Common Stock as reported by Bloomberg  Information Systems, Inc. during
a period of 21 days  consisting of the day as of which  "Market  Price" is being
determined  and the 20  consecutive  Business  Days prior to such day. If at any
time  shares of the Common  Stock are not listed on any  securities  exchange or
quoted in the NASDAQ System or the  over-the-counter  market, the "Market Price"
shall be the fair value thereof determined by an investment bank mutually agreed
between the  parties.  If such  parties are unable to reach  agreement  within a
reasonable  period of time,  each party will  choose and bear the  expense of an
investment  bank to value the shares of Common  Stock and the average of the two
valuations shall be the value.

               "Qualified Public Offering" means an underwritten public offering
                -------------------------
of Common  Stock  pursuant  to an  effective  Registration  Statement  under the
Securities Act of 1933, as then in effect or any comparable  statement under any
similar  federal  statute  then in force or effect,  pursuant  to which at least
1,000,000  shares of Common  Stock are sold at a price per share of at least $35
(before underwriting commissions).

               Section 3.    Expiration of Warrant; Exercise of Warrant.
                             ------------------------------------------ 

               (a) If a Qualified  Public Offering has not occurred prior to the
first anniversary of the date hereof (the "First  Anniversary"),  the portion of
                                           ------------------  
this Warrant  with  respect to the Warrant B Amount only shall be  automatically
exercised in full; provided,  that, with respect to such automatic exercise, the
                   --------
Holder has the right to elect to receive either the Warrant B Fixed Share Amount
or the Warrant B Variable Share Amount in accordance with Section 1(a)(2).

               (b) Subject to  paragraph  (a) above,  the Holder  shall have the
right to (A)  exercise  all or any portion of this  Warrant  with respect to the
Warrant A Amount at any time and from time to time on or prior to the Expiration
Date and (B)  exercise all but not less than all of this Warrant with respect to
the  Warrant B Amount at any time  during  the  period  commencing  on the First
Anniversary and ending on the Expiration Date.

               (c) Subject to  paragraph  (b) above,  the Holder  shall have the
right to exercise  this Warrant with respect to (A) the Warrant A Amount and (B)
the Warrant B Amount (only to the extent that the Warrant B Exercise  Price paid
by the Holder is not the Warrant B Alternative  Exercise Price),  in any and all
such cases,  by surrendering  at the principal  office of the  Corporation  this
Warrant and a  completed  Exercise  Agreement  (in the form of Exhibit I hereto)
and:

                    (i) paying the  applicable  Exercise  Price by check or wire
transfer to an account  designated by the Corporation as to the number of shares
of Common  Stock as to which  the  Warrant  is being  exercised  (the  "Exercise
                                                                        --------
Amount") and receiving in exchange therefor the number of shares of Common Stock
- ------
equal to the Exercise Amount;





<PAGE>


                                                             Page 45 of 84 Pages

                    (ii)  receiving  in exchange  therefor  the number of shares
equal to the  product of the  Exercise  Amount  multiplied  by a  fraction,  the
numerator of which is the Market Price less the  applicable  Exercise  Price and
the denominator of which is such Market Price; and/or

                    (iii) surrendering shares of Common Stock of the Corporation
(valued  at the  Market  Price)  equal  to the  applicable  Exercise  Price  and
receiving in exchange therefor the number of shares of Common Stock equal to the
Exercise Amount.

               (d) Subject to  paragraph  (b) above,  the Holder  shall have the
right to  exercise  this  Warrant  with  respect to the Warrant B Amount (to the
extent  that the  Warrant B Exercise  Price paid by the Holder is the  Warrant B
Alternative  Exercise  Price) by  surrendering  at the  principal  office of the
Corporation  this  Warrant and a completed  Exercise  Agreement  (in the form of
Exhibit I hereto)  and by paying the  Warrant B  Alternative  Exercise  Price by
check or wire  transfer to an account  designated by the  Corporation  as to the
Exercise  Amount and  receiving  in  exchange  therefor  the number of shares of
Common Stock equal to the Exercise Amount.

               (e) A  Holder  may use one or more  of the  methods  of  exercise
outlined in Section 3(c) when  exercising  this Warrant so long as the completed
Exercise Agreement accurately states which method or methods such Holder intends
to use and the number of shares as to which each such method will be used.

               (f)  Certificates  for shares of Common  Stock  acquired  through
exercise of this Warrant  shall be delivered  by the  Corporation  to the Holder
within five (5)  Business  Days after  receipt by the  Corporation  of the items
required  by  Sections  3(c) and 3(d) for the  respective  method or  methods of
exercise.  Unless  this  Warrant  has  expired  or all of  the  purchase  rights
represented  hereby have been  exercised,  the  Corporation  shall prepare a new
warrant  substantially  identical  hereto,   representing  the  rights  formerly
represented  by this Warrant which have not expired or been exercised and shall,
within such five-day period, deliver such new Warrant to the Holder.

               (g) The Common Stock issuable upon exercise of this Warrant shall
be deemed to have been issued to the Holder on the date on which the Corporation
receives the completed  Exercise Agreement and payment of the Exercise Price, if
any,  and such Holder shall be deemed for all purposes to have become the record
holder of such Common Stock on such date.

               (h) The issuance of certificates  for shares of Common Stock upon
exercise  of this  Warrant  shall be made  without  charge to the Holder for any
issuance tax in respect  thereof or other cost  incurred by the  Corporation  in
connection  with such  exercise  and the  related  issuance  of shares of Common
Stock.





<PAGE>


                                                             Page 46 of 84 Pages

               (i) The Corporation shall at all times reserve and keep available
out of its  authorized  but  unissued  shares of Common  Stock,  solely  for the
purpose of  issuance  upon  exercise of this  Warrant,  such number of shares of
Common Stock as are issuable upon  exercise of this Warrant.  All such shares of
Common Stock  shall,  when issued,  be duly and validly  issued,  fully paid and
nonassessable and free from all taxes, liens and charges.  The Corporation shall
take all such  actions as may be  necessary  to assure  that all such  shares of
Common  Stock  may be so  issued  without  violation  of any  applicable  law or
governmental  regulation or any requirements of any domestic securities exchange
upon which shares of Common Stock may be listed  (except for official  notice of
issuance which shall be immediately  delivered by the Corporation upon each such
issuance).  In  addition,  prior to the  issuance  of any  Common  Stock upon an
exercise  of  this  Warrant,  the  Corporation  shall  at its  expense  use  its
reasonable  best efforts to procure the listing of such Common Stock which shall
be issued  upon  exercise  of this  Warrant as then may be required on all stock
exchanges  or  interdealer  quotation  systems on which the Common Stock is then
listed  and shall  maintain  such  listing  if and so long as any  shares of the
Common Stock shall be listed on such stock  exchanges or  interdealer  quotation
systems.

               (j) The  Corporation  shall not be required  to issue  fractional
shares of Common  Stock on the exercise of this  Warrant.  In the event that the
number of shares of Common Stock calculated  pursuant to Section 1 above results
in a fraction,  such number shall be rounded down to the nearest  whole  number.
Notwithstanding the above,  fractional shares shall be issued to the extent that
not to do so would result in a material diminution in the aggregate value of the
shares of Common  Stock to be  received  by the  Holder  in the  absence  of the
issuance of such fractional shares.

               Section 4. Certain Distributions. If, from the date hereof to and
                          ---------------------
including the First  Anniversary,  the  Corporation  makes any dividend or other
distribution  on its  shares of Common  Stock or  establishes  a record  date in
respect  of  any  such  dividend  or  distribution  (other  than a  dividend  or
distribution  covered by  Section  2(a) or Section  2(b)),  the Holder  shall be
entitled to receive, upon exercise of this Warrant, that amount of such dividend
or other  distribution which such Holder would have received if this Warrant had
been  exercised  immediately  prior to such  record  date or  dividend  or other
distribution, as applicable, and the Corporation shall take all necessary action
to ensure that such amounts are available to be so distributed.

               Section  5.  Warrant   Transferable.   Subject  to  the  transfer
                            ----------------------
conditions  referred  to in the legend  endorsed  hereon,  this  Warrant and all
rights hereunder are  transferable,  in whole or in part,  without charge to the
Holder,  upon surrender of this Warrant with a properly executed  Assignment (in
the form of Exhibit II hereto) at the principal office of the Corporation.

               Section 6. Warrant Exchangeable for Different Denominations. This
                          ------------------------------------------------
Warrant  is  exchangeable,  upon  the  surrender  hereof  by the  Holder  at the
principal  office  of  the  Corporation,  for  new  Warrants  ("New  Warrants"),
                                                                -------------



<PAGE>


                                                             Page 47 of 84 Pages


substantially  identical  hereto,  representing  in  the  aggregate  the  rights
formerly  represented  by this  Warrant,  and  each of such New  Warrants  shall
represent such portion of such rights as is designated by the Holder at the time
of such surrender.  The date the Corporation initially issues this Warrant shall
be the date of issuance of such New Warrants  regardless  of the number of times
new  certificates  representing  the unexpired and  unexercised  rights formerly
represented by this Warrant shall be issued.

               Section  7.  Replacement.  Upon  receipt of an  affidavit  of the
                            -----------
Holder as to the ownership and the loss, theft, destruction or mutilation of any
certificate  evidencing this Warrant, and in the case of any such loss, theft or
destruction,  upon receipt of indemnity  provided by the Holder, or, in the case
of any such mutilation upon surrender of such certificate, the Corporation shall
(at  its  expense)  execute  and  deliver  in lieu  of  such  certificate  a new
certificate, substantially identical hereto, representing the rights represented
by such lost, stolen,  destroyed or mutilated  certificate and dated the date of
such lost, stolen, destroyed or mutilated certificate.

               Section 8. Successors and Assigns. This instrument is intended to
                          ----------------------
bind and  inure to the  benefit  of and be  enforceable  by the  Holder  and its
respective heirs, successors and assigns.

               Section 9.  Amendment  and Waiver.  Except as otherwise  provided
                           ---------------------
herein,  the  provisions of this Warrant may be amended only if the  Corporation
has obtained the written consent of the Holder.

               Section 10. Descriptive Headings;  Governing Law. The descriptive
                           ------------------------------------
headings of this Warrant are inserted for convenience only and do not constitute
a part of this  Warrant.  The laws of the  State of New York  will  govern  this
Agreement  without  giving  effect  to any  choice  of law  or  conflict  of law
provision or rule.

               Section 11. Complete Agreement; Severability. Except as otherwise
                           --------------------------------
expressly set forth herein,  this Warrant,  the Purchase Agreement and any other
agreement  executed by the parties and  contemplated  by the Purchase  Agreement
embodies the complete agreement and understanding  among the parties hereto with
respect to the subject  matter  hereof and  supersedes  and  preempts  any prior
understandings,  agreements or representations by or among the parties,  written
or oral,  which  may have  related  to the  subject  matter  hereof  in any way.
Whenever  possible,  each  provision of this Warrant will be interpreted in such
manner as to be effective and valid under  applicable  law, but if any provision
of this Warrant is held to be invalid,  illegal or  unenforceable in any respect
under  any  applicable  law  or  rule  in  any  jurisdiction,  such  invalidity,
illegality or unenforceability  will not affect any other provision or any other
jurisdiction,  but this Warrant will be reformed, construed and enforced in such
jurisdiction as if such invalid,  illegal or  unenforceable  provision had never
been contained herein.





<PAGE>


                                                             Page 48 of 84 Pages

               Section  12.  Notices.  Except as  otherwise  expressly  provided
                             -------
herein, all notices referred to in this Warrant shall be in writing and shall be
delivered  personally,  sent by reputable  overnight  courier  service  (charges
prepaid) or sent by  registered or certified  mail,  return  receipt  requested,
postage  prepaid and shall be deemed to have been given when so delivered,  sent
or deposited in the U.S. mail (i) to the Corporation, at its principal executive
offices  and (ii) to the  Holder,  at the  address  set  forth  in the  Purchase
Agreement with copies to such persons as are indicated therein.

                                     * * * *






<PAGE>


                                                             Page 49 of 84 Pages


               IN WITNESS WHEREOF, the Corporation has caused this Warrant to be
signed and attested by its duly authorized  officers and to be dated the date of
issuance hereof.


                              PRIMUS TELECOMMUNICATIONS GROUP, 
                               INCORPORATED


Date:  July 31, 1996          By:  /S/ K. PAUL SINGH
                                   --------------------------------------------
                                   K. Paul Singh
                                   President, Chief Executive Officer




Attest:


- -----------------------------------
            Secretary





<PAGE>


                                                             Page 50 of 84 Pages


                                                                       EXHIBIT I


                               EXERCISE AGREEMENT
                               ------------------


To:       PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

               The  undersigned,  pursuant  to the  provisions  set forth in the
attached Warrant (Certificate No. PW-__),  hereby agrees to exercise the Warrant
as to ____________ shares of Common Stock covered by such Warrant (the "Exercise
Amount") at the Exercise Price provided by such Warrant.  The following  methods
of exercise will be used respectively for the following number of shares:

     Method of Exercise           Warrant A Amount            Warrant B Amount
     ------------------           being exercised             being exercised
                                  ----------------            ----------------

     Section 3(c)(i)
     Section 3(c)(ii)
     Section 3(c)(iii)
     Section 3(d)



Dated:                                  Signature 
                                                  -----------------------------


                                        Address
                                                  -----------------------------





<PAGE>


                                                             Page 51 of 84 Pages


                                                                      EXHIBIT II

                                   ASSIGNMENT
                                   ----------
  

               FOR  VALUE  RECEIVED,   ________________________________   hereby
sells,  assigns and  transfers  all of the rights of the  undersigned  under the
attached Warrant (Certificate No. PW-__) with respect to the number of shares of
the Common Stock covered thereby set forth below, unto:

Names of Assignee             Address                             No. of Shares
- -----------------             -------                             -------------





Dated:                             Signature 
                                             ----------------------------------

                                   Address
                                             ----------------------------------

                                   Witness
                                             ----------------------------------








                                                             Page 52 of 84 Pages

                                    EXHIBIT K

               The  security  represented  by  this  Certificate  has  not  been
registered  under the  Securities Act of 1933, as amended,  or applicable  state
securities  laws, and may not be transferred or otherwise  disposed of unless it
has  been  registered  under  that  act or an  exemption  from  registration  is
available.  The  transfer  of such  secu-  rity is  additionally  subject to the
conditions  specified in the  Securityholders'  Agreement,  dated as of July 31,
1996 (as amended and modified from time to time),  between the issuer hereof and
certain  investors  (including  the  initial  holder  hereof).  The  Corporation
reserves the right to refuse the transfer of such security until such conditions
have been fulfilled with respect to such transfer.


                  PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------


                                                            Certificate No. PW-2

               FOR   VALUE   RECEIVED,    Primus    Telecommunications    Group,
Incorporated,  a Delaware corporation (the "Corporation"),  hereby grants to S-C
                                            -----------
Phoenix Holdings,  L.L.C. or its registered assigns (the "Registered  Holder" or
                                                          ------------------
"Holder") this warrant (the "Warrant") to purchase, in accordance with the terms
 ------                      -------
set forth herein,  shares of the Corporation's  Common Stock, par value $.01 per
share (the "Common
  Stock").  This Warrant is issued  pursuant to the Securities
            -------------
Purchase  Agreement,  dated as of the date  hereof (the  "Purchase  Agreement"),
                                                          -------------------
between,  among others,  the Corporation and the Holder.  Each  capitalized term
used  in this  Warrant  which  is  defined  in the  Purchase  Agreement  but not
otherwise  defined  herein  has the  meaning  given  such  term in the  Purchase
Agreement.

               This Warrant is subject to the following provisions:

               Section 1.    Warrant Terms.
                             -------------

               (a)    The Warrant is for the purchase of:

                    (1) 30,000  shares of Common Stock (the  "Warrant A Amount")
                                                              ----------------
               at a price equal to the Warrant A Exercise Price.  The "Warrant A
                                                                       ---------
               Exercise Price" shall be $.01 per share; and
               --------------

                    (2)  shares  of  Common  Stock  (the   "Warrant  B  Amount")
                                                            ------------------ 
               totalling  (A) that  number  of shares  having a Market  Price of



<PAGE>


                                                             Page 53 of 84 Pages


               $3,000,000  at the time of exercise of this  Warrant with respect
               to the Warrant B Amount and (B) either,  at the Holder's  option,
               (x) 25,714  shares (the  "Warrant B Fixed  Share  Amount") or (y)
                                         ------------------------------
               23.483366  shares of Common Stock (the "Warrant B Variable  Share
                                                       -------------------------
               Amount")  times the  number of days from and  including  the date
               ------
               hereof until and  including  the date of exercise of this Warrant
               with  respect to the  Warrant B Amount.  If the Holder  elects to
               receive  the  Warrant  B  Variable  Share  Amount  as part of its
               exercise of this  Warrant  with  respect to the Warrant B Amount,
               then the exercise  price (the  "Warrant B Exercise  Price") to be
                                               ------------------------- 
               paid by the Holder to the Corporation  shall be $.01 per share of
               the applicable  Warrant B Amount. If the Holder elects to receive
               the Warrant B Fixed Share  Amount as part of its exercise of this
               Warrant with respect to the Warrant B Amount,  then the Warrant B
               Exercise Price to be paid by the Holder to the Corporation  shall
               be  the  greater  of  (A) an  amount  equal  to  $.01  per  share
               multiplied  by the  number of  shares  comprising  the  Warrant B
               Amount and (B) an amount  (the  "Warrant B  Alternative  Exercise
                                                --------------------------------
               Price")  equal  to  $657.53  multiplied  by the  number  of  days
               -----
               remaining  from and after the date of  exercise  of this  Warrant
               with  respect to the  Warrant B Amount  until and  including  the
               third anniversary of the date hereof (the"Expiration Date").
                                                         ---------------

               Section 2. Anti-dilution Provisions. In order to prevent dilution
                          ------------------------
of the purchase  rights  granted under Section 1 of this Warrant,  the Warrant A
Amount, the Warrant B Fixed Share Amount and the Warrant B Variable Share Amount
shall be subject to adjustment from time to time pursuant to this Section 2. For
the avoidance of doubt and not withstanding anything contained in this Section 2
to the contrary, in no event shall the Warrant B Exercise Price be reduced to an
amount less than $.01 per share.

               (a)   Subdivision  or   Combination  of  Common  Stock.   If  the
                     ------------------------------------------------
Corporation  at any time  subdivides  or  combines  (by any stock  split,  stock
dividend,  recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock or makes a distribution  on its Common Stock in shares of
its stock other than Common Stock, then the number and kind of shares of capital
stock of the  Corporation  issuable  upon exercise of this Warrant (as in effect
immediately  prior to such action) shall be adjusted so, and provisions shall be
made to insure, that the Holder may receive,  upon exercise of this Warrant, the
aggregate  number and kind of shares of capital stock of the  Corporation  which
such  Holder  would have  received  immediately  following  such  action if this
Warrant had been exercised immediately prior to such action.

               (b) Reorganization,  Reclassification,  Consolidation,  Merger or
                   -------------------------------------------------------------
Sale. Any  recapitalization,  reorganization,  reclassification,  consolidation,
- ----
merger,  sale of all or substantially all of the  Corporation's  assets or other
transaction, in each case which is effected in such a manner that the holders of
Common  Stock are  entitled  to  receive  (either  directly  or upon  subsequent
liquidation)  stock,  securities  or assets with  respect to or in exchange  for
Common  Stock,  is  referred  to herein  as an  "Organic  Change."  Prior to the
                                                 ---------------



<PAGE>


                                                             Page 54 of 84 Pages


consummation  of any Organic  Change,  the  Corporation  shall make  appropriate
provisions  (in form and  substance  reasonably  satisfactory  to the Holder) to
insure that the Holder shall  thereafter  have the right to acquire and receive,
in lieu of or in  addition  to (as the case may be) the  shares of Common  Stock
immediately  theretofore  acquirable  and  receivable  upon the exercise of this
Warrant,  such shares of stock,  securities  or assets as such Holder would have
received in  connection  with such Organic  Change if such Holder had  exercised
this Warrant  immediately  prior to such Organic Change.  In each such case, the
Corporation  shall  also  make  appropriate  provisions  (in form and  substance
reasonably  satisfactory  to the Holder) to insure that the  provisions  of this
Section 2 shall thereafter be applicable to this Warrant.  The Corporation shall
not effect any such Organic Change unless prior to the consummation thereof, the
successor entity (if other than the Corporation) resulting from any such Organic
Change or the entity  purchasing  such assets assumes by written  instrument (in
form and substance  reasonably  satisfactory  to the Holder),  the obligation to
deliver  to the  Holder  such  shares of  stock,  securities  or  assets  as, in
accordance with the foregoing provisions, the Holder may be entitled to acquire.
Notwithstanding the above provisions of this paragraph (b), the successor entity
(if other than the  Corporation)  resulting  from any such Organic Change or the
entity  purchasing  such assets (the  "Acquiring  Entity") may require that this
                                       ----------------- 
Warrant be fully  exercised as of the date of the  consummation  of such Organic
Change with the Holder having full rights to receive the  consideration  offered
to the other  securityholders  of the  Corporation  on the  basis of such  fully
exercised  amount  as of such  date;  provided,  that if,  as a  result  of such
                                      --------
acceleration of exercise the Holder would have short swing profits under Section
16 of the  Securities  Exchange Act of 1934, as amended,  such  acceleration  of
exercise shall be postponed until such liability of the Holder no longer exists.

               (c) Certain Events.  The Corporation shall not take any action(s)
                   --------------   
as a result of which the Holder would be required to pay an  aggregate  Exercise
Price greater than the aggregate Exercise Price which such Holder would have had
to pay immediately prior to such action(s).

               (d) Notices. Immediately upon any adjustment required pursuant to
                   -------
the terms of this Section 2, the  Corporation  shall give written notice thereof
to the Holder, setting forth in reasonable detail and certifying the calculation
of such adjustment.  The Corporation  shall give written notice to the Holder at
least 20 days  prior to the date on which the  Corporation  closes  its books or
establishes a record date (A) with respect to any dividend or distribution  upon
Common Stock or (B) for  determining  rights to vote with respect to any Organic
Change, dissolution or liquidation.

               (e) Definitions. 
                   ----------- 

               "Business  Day"  means any day other than a  Saturday,  Sunday or
                -------------
other day on which  banking  institutions  are  authorized or required by law or
executive order to close in New York, New York.




<PAGE>


                                                             Page 55 of 84 Pages

               "Exercise  Price"  means  the  Warrant A  Exercise  Price and the
                ---------------
Warrant B Exercise  Price,  or the Warrant B Alternative  Exercise Price, as the
case may be.

               "Market Price" means the volume-weighted  average sales price per
                ------------
share of Common Stock as reported by Bloomberg  Information Systems, Inc. during
a period of 21 days  consisting of the day as of which  "Market  Price" is being
determined  and the 20  consecutive  Business  Days prior to such day. If at any
time  shares of the Common  Stock are not listed on any  securities  exchange or
quoted in the NASDAQ System or the  over-the-counter  market, the "Market Price"
shall be the fair value thereof determined by an investment bank mutually agreed
between the  parties.  If such  parties are unable to reach  agreement  within a
reasonable  period of time,  each party will  choose and bear the  expense of an
investment  bank to value the shares of Common  Stock and the average of the two
valuations shall be the value.

               "Qualified Public Offering" means an underwritten public offering
                -------------------------
of Common  Stock  pursuant  to an  effective  Registration  Statement  under the
Securities Act of 1933, as then in effect or any comparable  statement under any
similar  federal  statute  then in force or effect,  pursuant  to which at least
1,000,000  shares of Common  Stock are sold at a price per share of at least $35
(before underwriting commissions).

               Section 3. Expiration of Warrant; Exercise of Warrant.
                          ------------------------------------------

               (a) If a Qualified  Public Offering has not occurred prior to the
first anniversary of the date hereof (the "First  Anniversary"),  the portion of
                                           ------------------
this Warrant  with  respect to the Warrant B Amount only shall be  automatically
exercised in full; provided,  that, with respect to such automatic exercise, the
Holder has the right to elect to receive either the Warrant B Fixed Share Amount
or the Warrant B Variable Share Amount in accordance with Section 1(a)(2).

               (b) Subject to  paragraph  (a) above,  the Holder  shall have the
right to (A)  exercise  all or any portion of this  Warrant  with respect to the
Warrant A Amount at any time and from time to time on or prior to the Expiration
Date and (B)  exercise all but not less than all of this Warrant with respect to
the  Warrant B Amount at any time  during  the  period  commencing  on the First
Anniversary and ending on the Expiration Date.

               (c) Subject to  paragraph  (b) above,  the Holder  shall have the
right to exercise  this Warrant with respect to (A) the Warrant A Amount and (B)
the Warrant B Amount (only to the extent that the Warrant B Exercise  Price paid
by the Holder is not the Warrant B Alternative  Exercise Price),  in any and all
such cases,  by surrendering  at the principal  office of the  Corporation  this
Warrant and a  completed  Exercise  Agreement  (in the form of Exhibit I hereto)
                                                               ---------
and:




<PAGE>


                                                             Page 56 of 84 Pages

                    (i) paying the  applicable  Exercise  Price by check or wire
transfer to an account  designated by the Corporation as to the number of shares
of Common  Stock as to which  the  Warrant  is being  exercised  (the  "Exercise
                                                                        --------
Amount") and receiving in exchange therefor the number of shares of Common Stock
- ------
equal to the Exercise Amount;

                    (ii)  receiving  in exchange  therefor  the number of shares
equal to the  product of the  Exercise  Amount  multiplied  by a  fraction,  the
numerator of which is the Market Price less the  applicable  Exercise  Price and
the denominator of which is such Market Price; and/or

                    (iii) surrendering shares of Common Stock of the Corporation
(valued  at the  Market  Price)  equal  to the  applicable  Exercise  Price  and
receiving in exchange therefor the number of shares of Common Stock equal to the
Exercise Amount.

               (d) Subject to  paragraph  (b) above,  the Holder  shall have the
right to  exercise  this  Warrant  with  respect to the Warrant B Amount (to the
extent  that the  Warrant B Exercise  Price paid by the Holder is the  Warrant B
Alternative  Exercise  Price) by  surrendering  at the  principal  office of the
Corporation  this  Warrant and a completed  Exercise  Agreement  (in the form of
Exhibit I hereto)  and by paying the  Warrant B  Alternative  Exercise  Price by
check or wire  transfer to an account  designated by the  Corporation  as to the
Exercise  Amount and  receiving  in  exchange  therefor  the number of shares of
Common Stock equal to the Exercise Amount.

               (e) A  Holder  may use one or more  of the  methods  of  exercise
outlined in Section 3(c) when  exercising  this Warrant so long as the completed
Exercise Agreement accurately states which method or methods such Holder intends
to use and the number of shares as to which each such method will be used.

               (f)  Certificates  for shares of Common  Stock  acquired  through
exercise of this Warrant  shall be delivered  by the  Corporation  to the Holder
within five (5)  Business  Days after  receipt by the  Corporation  of the items
required  by  Sections  3(c) and 3(d) for the  respective  method or  methods of
exercise.  Unless  this  Warrant  has  expired  or all of  the  purchase  rights
represented  hereby have been  exercised,  the  Corporation  shall prepare a new
warrant  substantially  identical  hereto,   representing  the  rights  formerly
represented  by this Warrant which have not expired or been exercised and shall,
within such five-day period, deliver such new Warrant to the Holder.

               (g) The Common Stock issuable upon exercise of this Warrant shall
be deemed to have been issued to the Holder on the date on which the Corporation
receives the completed  Exercise Agreement and payment of the Exercise Price, if
any,  and such Holder shall be deemed for all purposes to have become the record
holder of such Common Stock on such date.





<PAGE>


                                                             Page 57 of 84 Pages

               (h) The issuance of certificates  for shares of Common Stock upon
exercise  of this  Warrant  shall be made  without  charge to the Holder for any
issuance tax in respect  thereof or other cost  incurred by the  Corporation  in
connection  with such  exercise  and the  related  issuance  of shares of Common
Stock.

               (i) The Corporation shall at all times reserve and keep available
out of its  authorized  but  unissued  shares of Common  Stock,  solely  for the
purpose of  issuance  upon  exercise of this  Warrant,  such number of shares of
Common Stock as are issuable upon  exercise of this Warrant.  All such shares of
Common Stock  shall,  when issued,  be duly and validly  issued,  fully paid and
nonassessable and free from all taxes, liens and charges.  The Corporation shall
take all such  actions as may be  necessary  to assure  that all such  shares of
Common  Stock  may be so  issued  without  violation  of any  applicable  law or
governmental  regulation or any requirements of any domestic securities exchange
upon which shares of Common Stock may be listed  (except for official  notice of
issuance which shall be immediately  delivered by the Corporation upon each such
issuance).  In  addition,  prior to the  issuance  of any  Common  Stock upon an
exercise  of  this  Warrant,  the  Corporation  shall  at its  expense  use  its
reasonable  best efforts to procure the listing of such Common Stock which shall
be issued  upon  exercise  of this  Warrant as then may be required on all stock
exchanges  or  interdealer  quotation  systems on which the Common Stock is then
listed  and shall  maintain  such  listing  if and so long as any  shares of the
Common Stock shall be listed on such stock  exchanges or  interdealer  quotation
systems.

               (j) The  Corporation  shall not be required  to issue  fractional
shares of Common  Stock on the exercise of this  Warrant.  In the event that the
number of shares of Common Stock calculated  pursuant to Section 1 above results
in a fraction,  such number shall be rounded down to the nearest  whole  number.
Notwithstanding the above,  fractional shares shall be issued to the extent that
not to do so would result in a material diminution in the aggregate value of the
shares of Common  Stock to be  received  by the  Holder  in the  absence  of the
issuance of such fractional shares.

               Section 4. Certain Distributions. If, from the date hereof to and
                          ---------------------
including the First  Anniversary,  the  Corporation  makes any dividend or other
distribution  on its  shares of Common  Stock or  establishes  a record  date in
respect  of  any  such  dividend  or  distribution  (other  than a  dividend  or
distribution  covered by  Section  2(a) or Section  2(b)),  the Holder  shall be
entitled to receive, upon exercise of this Warrant, that amount of such dividend
or other  distribution which such Holder would have received if this Warrant had
been  exercised  immediately  prior to such  record  date or  dividend  or other
distribution, as applicable, and the Corporation shall take all necessary action
to ensure that such amounts are available to be so distributed.

               Section  5.  Warrant   Transferable.   Subject  to  the  transfer
                            ----------------------
conditions  referred  to in the legend  endorsed  hereon,  this  Warrant and all
rights hereunder are  transferable,  in whole or in part,  without charge to the



<PAGE>


                                                             Page 58 of 84 Pages


Holder,  upon surrender of this Warrant with a properly executed  Assignment (in
the form of Exhibit II hereto) at the principal office of the Corporation.

               Section 6. Warrant Exchangeable for Different Denominations. This
                          ------------------------------------------------
Warrant  is  exchangeable,  upon  the  surrender  hereof  by the  Holder  at the
principal  office  of  the  Corporation,  for  new  Warrants  ("New  Warrants"),
                                                                -------------
substantially  identical  hereto,  representing  in  the  aggregate  the  rights
formerly  represented  by this  Warrant,  and  each of such New  Warrants  shall
represent such portion of such rights as is designated by the Holder at the time
of such surrender.  The date the Corporation initially issues this Warrant shall
be the date of issuance of such New Warrants  regardless  of the number of times
new  certificates  representing  the unexpired and  unexercised  rights formerly
represented by this Warrant shall be issued.

               Section  7.  Replacement.  Upon  receipt of an  affidavit  of the
                            -----------
Holder as to the ownership and the loss, theft, destruction or mutilation of any
certificate  evidencing this Warrant, and in the case of any such loss, theft or
destruction,  upon receipt of indemnity  provided by the Holder, or, in the case
of any such mutilation upon surrender of such certificate, the Corporation shall
(at  its  expense)  execute  and  deliver  in lieu  of  such  certificate  a new
certificate, substantially identical hereto, representing the rights represented
by such lost, stolen,  destroyed or mutilated  certificate and dated the date of
such lost, stolen, destroyed or mutilated certificate.

               Section 8. Successors and Assigns. This instrument is intended to
                          ----------------------
bind and  inure to the  benefit  of and be  enforceable  by the  Holder  and its
respective heirs, successors and assigns.

               Section 9.  Amendment  and Waiver.  Except as otherwise  provided
                           ---------------------
herein,  the  provisions of this Warrant may be amended only if the  Corporation
has obtained the written consent of the Holder.

               Section 10. Descriptive Headings;  Governing Law. The descriptive
                           ------------------------------------
headings of this Warrant are inserted for convenience only and do not constitute
a part of this  Warrant.  The laws of the  State of New York  will  govern  this
Agreement  without  giving  effect  to any  choice  of law  or  conflict  of law
provision or rule.

               Section 11. Complete Agreement; Severability. Except as otherwise
                           --------------------------------
expressly set forth herein,  this Warrant,  the Purchase Agreement and any other
agreement  executed by the parties and  contemplated  by the Purchase  Agreement
embodies the complete agreement and understanding  among the parties hereto with
respect to the subject  matter  hereof and  supersedes  and  preempts  any prior
understandings,  agreements or representations by or among the parties,  written
or oral,  which  may have  related  to the  subject  matter  hereof  in any way.
Whenever  possible,  each  provision of this Warrant will be interpreted in such
manner as to be effective and valid under  applicable  law, but if any provision
of this Warrant is held to be invalid,  illegal or  unenforceable in any respect



<PAGE>


                                                             Page 59 of 84 Pages


under  any  applicable  law  or  rule  in  any  jurisdiction,  such  invalidity,
illegality or unenforceability  will not affect any other provision or any other
jurisdiction,  but this Warrant will be reformed, construed and enforced in such
jurisdiction as if such invalid,  illegal or  unenforceable  provision had never
been contained herein.

               Section  12.  Notices.  Except as  otherwise  expressly  provided
herein, all notices referred to in this Warrant shall be in writing and shall be
delivered  personally,  sent by reputable  overnight  courier  service  (charges
prepaid) or sent by  registered or certified  mail,  return  receipt  requested,
postage  prepaid and shall be deemed to have been given when so delivered,  sent
or deposited in the U.S. mail (i) to the Corporation, at its principal executive
offices  and (ii) to the  Holder,  at the  address  set  forth  in the  Purchase
Agreement with copies to such persons as are indicated therein.

                                     * * * *






<PAGE>


                                                             Page 60 of 84 Pages


               IN WITNESS WHEREOF, the Corporation has caused this Warrant to be
signed and attested by its duly authorized  officers and to be dated the date of
issuance hereof.


                                   PRIMUS TELECOMMUNICATIONS GROUP,
                                     INCORPORATED


Date:  July 31, 1996               By:   /S/ K. PAUL SINGH
                                         -----------------------------
                                         K. Paul Singh
                                         President, Chief Executive Officer




Attest:


- -------------------------
       Secretary





<PAGE>


                                                             Page 61 of 84 Pages

                                                                       EXHIBIT I


                               EXERCISE AGREEMENT
                               ------------------


To:     PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

               The  undersigned,  pursuant  to the  provisions  set forth in the
attached Warrant (Certificate No. PW-__),  hereby agrees to exercise the Warrant
as to ____________ shares of Common Stock covered by such Warrant (the "Exercise
Amount") at the Exercise Price provided by such Warrant.  The following  methods
of exercise will be used respectively for the following number of shares:

Method of Exercise           Warrant A Amount            Warrant B Amount
                             being exercised             being exercised

Section 3(c)(i)
Section 3(c)(ii)
Section 3(c)(iii)
Section 3(d)



Dated:                        Signature
                                        ---------------------------------------

                              Address
                                        ---------------------------------------





<PAGE>


                                                             Page 62 of 84 Pages

                                                                      EXHIBIT II

                                   ASSIGNMENT
                                   ----------

               FOR  VALUE  RECEIVED,   ________________________________   hereby
sells,  assigns and  transfers  all of the rights of the  undersigned  under the
attached Warrant (Certificate No. PW-__) with respect to the number of shares of
the Common Stock covered thereby set forth below, unto:

Names of Assignee              Address                             No. of Shares
- -----------------              -------                             -------------




Dated:                        Signature
                                        ---------------------------------------

                              Address
                                        ---------------------------------------

                              Witness
                                        ---------------------------------------




                                                             Page 63 of 84 Pages

                                    EXHIBIT L

                The security  represented by this  Certificate has
                not been  registered  under the  Securities Act of
                1933, as amended,  or applicable  state securities
                laws,  and may  not be  transferred  or  otherwise
                disposed  of unless it has been  registered  under
                that  act or an  exemption  from  registration  is
                available.  The  transfer  of such  secu-  rity is
                additionally  subject to the conditions  specified
                in the  Securityholders'  Agreement,  dated  as of
                July 31, 1996 (as amended and  modified  from time
                to time),  between  the issuer  hereof and certain
                investors  (including the initial holder  hereof).
                The  Corporation  reserves the right to refuse the
                transfer of such  security  until such  conditions
                have been fulfilled with respect to such transfer.


                  PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

                          COMMON STOCK PURCHASE WARRANT
                         -------------------------------


                                                            Certificate No. PW-3

               FOR   VALUE   RECEIVED,    Primus    Telecommunications    Group,
Incorporated,  a Delaware  corporation  (the  "Corporation"),  hereby  grants to
                                               -----------
Winston Partners II LLC or its registered  assigns (the  "Registered  Holder" or
                                                          ------------------ 
"Holder") this warrant (the "Warrant") to purchase, in accordance with the terms
 ------                      ------- 
set forth herein,  shares of the Corporation's  Common Stock, par value $.01 per
share (the "Common
  Stock").  This Warrant is issued  pursuant to the Securities
            -------------  
Purchase  Agreement,  dated as of the date  hereof (the  "Purchase  Agreement"),
                                                          ------------------- 
between,  among others,  the Corporation and the Holder.  Each  capitalized term
used  in this  Warrant  which  is  defined  in the  Purchase  Agreement  but not
otherwise  defined  herein  has the  meaning  given  such  term in the  Purchase
Agreement.

               This Warrant is subject to the following provisions:

               Section 1.    Warrant Terms.
                             -------------

               (a)    The Warrant is for the purchase of:

                    (1) 6,250 shares of Common Stock (the "Warrant A Amount") at
               a price equal to the  Warrant A Exercise  Price.  The  "Warrant A
               Exercise Price" shall be $.01 per share; and

                    (2)  shares  of  Common  Stock  (the   "Warrant  B  Amount")
               totalling  (A) that  number  of shares  having a Market  Price of



<PAGE>


                                                             Page 64 of 84 Pages


               $625,000 at the time of exercise of this  Warrant with respect to
               the Warrant B Amount and (B) either, at the Holder's option,  (x)
               5,357 shares (the "Warrant B Fixed Share Amount") or (y) 4.892368
                                  ----------------------------
               shares of Common Stock (the  "Warrant B Variable  Share  Amount")
                                             ---------------------------------
               times the number of days from and including the date hereof until
               and  including  the date of exercise of this Warrant with respect
               to the  Warrant B Amount.  If the Holder  elects to  receive  the
               Warrant B Variable  Share  Amount as part of its exercise of this
               Warrant with  respect to the Warrant B Amount,  then the exercise
               price (the  "Warrant B Exercise  Price") to be paid by the Holder
                            -------------------------
               to the  Corporation  shall  be $.01 per  share of the  applicable
               Warrant B Amount.  If the Holder  elects to receive the Warrant B
               Fixed Share  Amount as part of its  exercise of this Warrant with
               respect  to the  Warrant B Amount,  then the  Warrant B  Exercise
               Price to be paid by the  Holder to the  Corporation  shall be the
               greater of (A) an amount  equal to $.01 per share  multiplied  by
               the number of shares  comprising  the Warrant B Amount and (B) an
               amount (the  "Warrant B  Alternative  Exercise  Price")  equal to
                             --------------------------------------- 
               $136.99 multiplied by the number of days remaining from and after
               the date of exercise of this  Warrant with respect to the Warrant
               B Amount until and  including the third  anniversary  of the date
               hereof (the"Expiration Date").
                           --------------- 

               Section 2. Anti-dilution Provisions. In order to prevent dilution
                          ------------------------
of the purchase  rights  granted under Section 1 of this Warrant,  the Warrant A
Amount, the Warrant B Fixed Share Amount and the Warrant B Variable Share Amount
shall be subject to adjustment from time to time pursuant to this Section 2. For
the avoidance of doubt and not withstanding anything contained in this Section 2
to the contrary, in no event shall the Warrant B Exercise Price be reduced to an
amount less than $.01 per share.

               (a)   Subdivision  or   Combination  of  Common  Stock.   If  the
                     ------------------------------------------------
Corporation  at any time  subdivides  or  combines  (by any stock  split,  stock
dividend,  recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock or makes a distribution  on its Common Stock in shares of
its stock other than Common Stock, then the number and kind of shares of capital
stock of the  Corporation  issuable  upon exercise of this Warrant (as in effect
immediately  prior to such action) shall be adjusted so, and provisions shall be
made to insure, that the Holder may receive,  upon exercise of this Warrant, the
aggregate  number and kind of shares of capital stock of the  Corporation  which
such  Holder  would have  received  immediately  following  such  action if this
Warrant had been exercised immediately prior to such action.

               (b) Reorganization,  Reclassification,  Consolidation,  Merger or
                   -------------------------------------------------------------
Sale. Any  recapitalization,  reorganization,  reclassification,  consolidation,
- ----
merger,  sale of all or substantially all of the  Corporation's  assets or other
transaction, in each case which is effected in such a manner that the holders of
Common  Stock are  entitled  to  receive  (either  directly  or upon  subsequent
liquidation)  stock,  securities  or assets with  respect to or in exchange  for
Common  Stock,  is  referred  to herein  as an  "Organic  Change."  Prior to the
                                                 ---------------



<PAGE>


                                                             Page 65 of 84 Pages


consummation  of any Organic  Change,  the  Corporation  shall make  appropriate
provisions  (in form and  substance  reasonably  satisfactory  to the Holder) to
insure that the Holder shall  thereafter  have the right to acquire and receive,
in lieu of or in  addition  to (as the case may be) the  shares of Common  Stock
immediately  theretofore  acquirable  and  receivable  upon the exercise of this
Warrant,  such shares of stock,  securities  or assets as such Holder would have
received in  connection  with such Organic  Change if such Holder had  exercised
this Warrant  immediately  prior to such Organic Change.  In each such case, the
Corporation  shall  also  make  appropriate  provisions  (in form and  substance
reasonably  satisfactory  to the Holder) to insure that the  provisions  of this
Section 2 shall thereafter be applicable to this Warrant.  The Corporation shall
not effect any such Organic Change unless prior to the consummation thereof, the
successor entity (if other than the Corporation) resulting from any such Organic
Change or the entity  purchasing  such assets assumes by written  instrument (in
form and substance  reasonably  satisfactory  to the Holder),  the obligation to
deliver  to the  Holder  such  shares of  stock,  securities  or  assets  as, in
accordance with the foregoing provisions, the Holder may be entitled to acquire.
Notwithstanding the above provisions of this paragraph (b), the successor entity
(if other than the  Corporation)  resulting  from any such Organic Change or the
entity  purchasing  such assets (the  "Acquiring  Entity") may require that this
                                       -----------------
Warrant be fully  exercised as of the date of the  consummation  of such Organic
Change with the Holder having full rights to receive the  consideration  offered
to the other  securityholders  of the  Corporation  on the  basis of such  fully
exercised  amount  as of such  date;  provided,  that if,  as a  result  of such
                                      --------
acceleration of exercise the Holder would have short swing profits under Section
16 of the  Securities  Exchange Act of 1934, as amended,  such  acceleration  of
exercise shall be postponed until such liability of the Holder no longer exists.

               (c) Certain Events.  The Corporation shall not take any action(s)
                   --------------
as a result of which the Holder would be required to pay an  aggregate  Exercise
Price greater than the aggregate Exercise Price which such Holder would have had
to pay immediately prior to such action(s).

               (d) Notices. Immediately upon any adjustment required pursuant to
                   ------- 
the terms of this Section 2, the  Corporation  shall give written notice thereof
to the Holder, setting forth in reasonable detail and certifying the calculation
of such adjustment.  The Corporation  shall give written notice to the Holder at
least 20 days  prior to the date on which the  Corporation  closes  its books or
establishes a record date (A) with respect to any dividend or distribution  upon
Common Stock or (B) for  determining  rights to vote with respect to any Organic
Change, dissolution or liquidation.

               (e) Definitions.
                   ----------- 

               "Business  Day"  means any day other than a  Saturday,  Sunday or
                -------------



<PAGE>


                                                             Page 66 of 84 Pages


other day on which  banking  institutions  are  authorized or required by law or
executive order to close in New York, New York.

               "Exercise  Price"  means  the  Warrant A  Exercise  Price and the
                ---------------
Warrant B Exercise  Price,  or the Warrant B Alternative  Exercise Price, as the
case may be.

               "Market Price" means the volume-weighted  average sales price per
                ------------   
share of Common Stock as reported by Bloomberg  Information Systems, Inc. during
a period of 21 days  consisting of the day as of which  "Market  Price" is being
determined  and the 20  consecutive  Business  Days prior to such day. If at any
time  shares of the Common  Stock are not listed on any  securities  exchange or
quoted in the NASDAQ System or the  over-the-counter  market, the "Market Price"
shall be the fair value thereof determined by an investment bank mutually agreed
between the  parties.  If such  parties are unable to reach  agreement  within a
reasonable  period of time,  each party will  choose and bear the  expense of an
investment  bank to value the shares of Common  Stock and the average of the two
valuations shall be the value.

               "Qualified Public Offering" means an underwritten public offering
                -------------------------
of Common  Stock  pursuant  to an  effective  Registration  Statement  under the
Securities Act of 1933, as then in effect or any comparable  statement under any
similar  federal  statute  then in force or effect,  pursuant  to which at least
1,000,000  shares of Common  Stock are sold at a price per share of at least $35
(before underwriting commissions).

               Section 3.    Expiration of Warrant; Exercise of Warrant.
                             ------------------------------------------

               (a) If a Qualified  Public Offering has not occurred prior to the
first anniversary of the date hereof (the "First  Anniversary"),  the portion of
                                           ------------------ 
this Warrant  with  respect to the Warrant B Amount only shall be  automatically
exercised in full; provided,  that, with respect to such automatic exercise, the
                   --------
Holder has the right to elect to receive either the Warrant B Fixed Share Amount
or the Warrant B Variable Share Amount in accordance with Section 1(a)(2).

               (b) Subject to  paragraph  (a) above,  the Holder  shall have the
right to (A)  exercise  all or any portion of this  Warrant  with respect to the
Warrant A Amount at any time and from time to time on or prior to the Expiration
Date and (B)  exercise all but not less than all of this Warrant with respect to
the  Warrant B Amount at any time  during  the  period  commencing  on the First
Anniversary and ending on the Expiration Date.

               (c) Subject to  paragraph  (b) above,  the Holder  shall have the
right to exercise  this Warrant with respect to (A) the Warrant A Amount and (B)
the Warrant B Amount (only to the extent that the Warrant B Exercise  Price paid
by the Holder is not the Warrant B Alternative  Exercise Price),  in any and all
such cases,  by surrendering  at the principal  office of the  Corporation  this



<PAGE>


                                                             Page 67 of 84 Pages


Warrant and a  completed  Exercise  Agreement  (in the form of Exhibit I hereto)
and:

                    (i) paying the  applicable  Exercise  Price by check or wire
transfer to an account  designated by the Corporation as to the number of shares
of Common  Stock as to which  the  Warrant  is being  exercised  (the  "Exercise
                                                                        --------
Amount") and receiving in exchange therefor the number of shares of Common Stock
- ------
equal to the Exercise Amount;

                    (ii)  receiving  in exchange  therefor  the number of shares
equal to the  product of the  Exercise  Amount  multiplied  by a  fraction,  the
numerator of which is the Market Price less the  applicable  Exercise  Price and
the denominator of which is such Market Price; and/or

                    (iii) surrendering shares of Common Stock of the Corporation
(valued  at the  Market  Price)  equal  to the  applicable  Exercise  Price  and
receiving in exchange therefor the number of shares of Common Stock equal to the
Exercise Amount.

               (d) Subject to  paragraph  (b) above,  the Holder  shall have the
right to  exercise  this  Warrant  with  respect to the Warrant B Amount (to the
extent  that the  Warrant B Exercise  Price paid by the Holder is the  Warrant B
Alternative  Exercise  Price) by  surrendering  at the  principal  office of the
Corporation  this  Warrant and a completed  Exercise  Agreement  (in the form of
Exhibit I hereto)  and by paying the  Warrant B  Alternative  Exercise  Price by
check or wire  transfer to an account  designated by the  Corporation  as to the
Exercise  Amount and  receiving  in  exchange  therefor  the number of shares of
Common Stock equal to the Exercise Amount.

               (e) A  Holder  may use one or more  of the  methods  of  exercise
outlined in Section 3(c) when  exercising  this Warrant so long as the completed
Exercise Agreement accurately states which method or methods such Holder intends
to use and the number of shares as to which each such method will be used.

               (f)  Certificates  for shares of Common  Stock  acquired  through
exercise of this Warrant  shall be delivered  by the  Corporation  to the Holder
within five (5)  Business  Days after  receipt by the  Corporation  of the items
required  by  Sections  3(c) and 3(d) for the  respective  method or  methods of
exercise.  Unless  this  Warrant  has  expired  or all of  the  purchase  rights
represented  hereby have been  exercised,  the  Corporation  shall prepare a new
warrant  substantially  identical  hereto,   representing  the  rights  formerly
represented  by this Warrant which have not expired or been exercised and shall,
within such five-day period, deliver such new Warrant to the Holder.

               (g) The Common Stock issuable upon exercise of this Warrant shall
be deemed to have been issued to the Holder on the date on which the Corporation



<PAGE>



                                                             Page 68 of 84 Pages


receives the completed  Exercise Agreement and payment of the Exercise Price, if
any,  and such Holder shall be deemed for all purposes to have become the record
holder of such Common Stock on such date.

               (h) The issuance of certificates  for shares of Common Stock upon
exercise  of this  Warrant  shall be made  without  charge to the Holder for any
issuance tax in respect  thereof or other cost  incurred by the  Corporation  in
connection  with such  exercise  and the  related  issuance  of shares of Common
Stock.

               (i) The Corporation shall at all times reserve and keep available
out of its  authorized  but  unissued  shares of Common  Stock,  solely  for the
purpose of  issuance  upon  exercise of this  Warrant,  such number of shares of
Common Stock as are issuable upon  exercise of this Warrant.  All such shares of
Common Stock  shall,  when issued,  be duly and validly  issued,  fully paid and
nonassessable and free from all taxes, liens and charges.  The Corporation shall
take all such  actions as may be  necessary  to assure  that all such  shares of
Common  Stock  may be so  issued  without  violation  of any  applicable  law or
governmental  regulation or any requirements of any domestic securities exchange
upon which shares of Common Stock may be listed  (except for official  notice of
issuance which shall be immediately  delivered by the Corporation upon each such
issuance).  In  addition,  prior to the  issuance  of any  Common  Stock upon an
exercise  of  this  Warrant,  the  Corporation  shall  at its  expense  use  its
reasonable  best efforts to procure the listing of such Common Stock which shall
be issued  upon  exercise  of this  Warrant as then may be required on all stock
exchanges  or  interdealer  quotation  systems on which the Common Stock is then
listed  and shall  maintain  such  listing  if and so long as any  shares of the
Common Stock shall be listed on such stock  exchanges or  interdealer  quotation
systems.

               (j) The  Corporation  shall not be required  to issue  fractional
shares of Common  Stock on the exercise of this  Warrant.  In the event that the
number of shares of Common Stock calculated  pursuant to Section 1 above results
in a fraction,  such number shall be rounded down to the nearest  whole  number.
Notwithstanding the above,  fractional shares shall be issued to the extent that
not to do so would result in a material diminution in the aggregate value of the
shares of Common  Stock to be  received  by the  Holder  in the  absence  of the
issuance of such fractional shares.

               Section 4. Certain Distributions. If, from the date hereof to and
                          ---------------------
including the First  Anniversary,  the  Corporation  makes any dividend or other
distribution  on its  shares of Common  Stock or  establishes  a record  date in
respect  of  any  such  dividend  or  distribution  (other  than a  dividend  or
distribution  covered by  Section  2(a) or Section  2(b)),  the Holder  shall be
entitled to receive, upon exercise of this Warrant, that amount of such dividend
or other  distribution which such Holder would have received if this Warrant had
been  exercised  immediately  prior to such  record  date or  dividend  or other
distribution, as applicable, and the Corporation shall take all necessary action
to ensure that such amounts are available to be so distributed.




<PAGE>


                                                             Page 69 of 84 Pages


               Section  5.  Warrant   Transferable.   Subject  to  the  transfer
                            ----------------------
conditions  referred  to in the legend  endorsed  hereon,  this  Warrant and all
rights hereunder are  transferable,  in whole or in part,  without charge to the
Holder,  upon surrender of this Warrant with a properly executed  Assignment (in
the form of Exhibit II hereto) at the principal office of the Corporation.

               Section 6. Warrant Exchangeable for Different Denominations. This
                          ------------------------------------------------
Warrant  is  exchangeable,  upon  the  surrender  hereof  by the  Holder  at the
principal  office  of  the  Corporation,  for  new  Warrants  ("New  Warrants"),
                                                                -------------
substantially  identical  hereto,  representing  in  the  aggregate  the  rights
formerly  represented  by this  Warrant,  and  each of such New  Warrants  shall
represent such portion of such rights as is designated by the Holder at the time
of such surrender.  The date the Corporation initially issues this Warrant shall
be the date of issuance of such New Warrants  regardless  of the number of times
new  certificates  representing  the unexpired and  unexercised  rights formerly
represented by this Warrant shall be issued.

               Section  7.  Replacement.  Upon  receipt of an  affidavit  of the
                            -----------
Holder as to the ownership and the loss, theft, destruction or mutilation of any
certificate  evidencing this Warrant, and in the case of any such loss, theft or
destruction,  upon receipt of indemnity  provided by the Holder, or, in the case
of any such mutilation upon surrender of such certificate, the Corporation shall
(at  its  expense)  execute  and  deliver  in lieu  of  such  certificate  a new
certificate, substantially identical hereto, representing the rights represented
by such lost, stolen,  destroyed or mutilated  certificate and dated the date of
such lost, stolen, destroyed or mutilated certificate.

               Section 8. Successors and Assigns. This instrument is intended to
                          ----------------------
bind and  inure to the  benefit  of and be  enforceable  by the  Holder  and its
respective heirs, successors and assigns.

               Section 9.  Amendment  and Waiver.  Except as otherwise  provided
                           ---------------------
herein,  the  provisions of this Warrant may be amended only if the  Corporation
has obtained the written consent of the Holder.

               Section 10. Descriptive Headings;  Governing Law. The descriptive
                           ------------------------------------
headings of this Warrant are inserted for convenience only and do not constitute
a part of this  Warrant.  The laws of the  State of New York  will  govern  this
Agreement  without  giving  effect  to any  choice  of law  or  conflict  of law
provision or rule.

               Section 11. Complete Agreement; Severability. Except as otherwise
                           --------------------------------
expressly set forth herein,  this Warrant,  the Purchase Agreement and any other
agreement  executed by the parties and  contemplated  by the Purchase  Agreement
embodies the complete agreement and understanding  among the parties hereto with
respect to the subject  matter  hereof and  supersedes  and  preempts  any prior
understandings,  agreements or representations by or among the parties,  written
or oral,  which  may have  related  to the  subject  matter  hereof  in any way.
Whenever  possible,  each  provision of this Warrant will be interpreted in such



<PAGE>


                                                             Page 70 of 84 Pages


manner as to be effective and valid under  applicable  law, but if any provision
of this Warrant is held to be invalid,  illegal or  unenforceable in any respect
under  any  applicable  law  or  rule  in  any  jurisdiction,  such  invalidity,
illegality or unenforceability  will not affect any other provision or any other
jurisdiction,  but this Warrant will be reformed, construed and enforced in such
jurisdiction as if such invalid,  illegal or  unenforceable  provision had never
been contained herein.

               Section  12.  Notices.  Except as  otherwise  expressly  provided
                             -------
herein, all notices referred to in this Warrant shall be in writing and shall be
delivered  personally,  sent by reputable  overnight  courier  service  (charges
prepaid) or sent by  registered or certified  mail,  return  receipt  requested,
postage  prepaid and shall be deemed to have been given when so delivered,  sent
or deposited in the U.S. mail (i) to the Corporation, at its principal executive
offices  and (ii) to the  Holder,  at the  address  set  forth  in the  Purchase
Agreement with copies to such persons as are indicated therein.

                                     * * * *






<PAGE>


                                                             Page 71 of 84 Pages


               IN WITNESS WHEREOF, the Corporation has caused this Warrant to be
signed and attested by its duly authorized  officers and to be dated the date of
issuance hereof.


                                   PRIMUS TELECOMMUNICATIONS GROUP,
                                    INCORPORATED


Date:  July 31, 1996               By:   /S/ K. PAUL SINGH
                                        -----------------------------
                                        K. Paul Singh
                                        President, Chief Executive Officer




Attest:


- -------------------------
       Secretary





<PAGE>


                                                             Page 72 of 84 Pages

                                                                       EXHIBIT I

                               EXERCISE AGREEMENT
                               -------------------


To:     PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

               The  undersigned,  pursuant  to the  provisions  set forth in the
attached Warrant (Certificate No. PW-__),  hereby agrees to exercise the Warrant
as to ____________ shares of Common Stock covered by such Warrant (the "Exercise
Amount") at the Exercise Price provided by such Warrant.  The following  methods
of exercise will be used respectively for the following number of shares:

Method of Exercise           Warrant A Amount            Warrant B Amount
                             being exercised             being exercised

Section 3(c)(i)
Section 3(c)(ii)
Section 3(c)(iii)
Section 3(d)



Dated:                        Signature
                                        ---------------------------------------


                              Address
                                        ---------------------------------------




<PAGE>


                                                             Page 73 of 84 Pages

                                                                      EXHIBIT II

                                   ASSIGNMENT
                                   ----------


               FOR  VALUE  RECEIVED,   ________________________________   hereby
sells,  assigns and  transfers  all of the rights of the  undersigned  under the
attached Warrant (Certificate No. PW-__) with respect to the number of shares of
the Common Stock covered thereby set forth below, unto:

Names of Assignee              Address                             No. of Shares
- -----------------              -------                             -------------



Dated:                        Signature
                                        ---------------------------------------

                              Address
                                        ---------------------------------------

                              Witness
                                        ---------------------------------------





                                                             Page 74 of 84 Pages

                                    EXHIBIT M

               The security  represented by this  Certificate has
               not been  registered  under the  Securities Act of
               1933, as amended,  or applicable  state securities
               laws,  and may  not be  transferred  or  otherwise
               disposed  of unless it has been  registered  under
               that  act or an  exemption  from  registration  is
               available.  The  transfer  of such  secu-  rity is
               additionally  subject to the conditions  specified
               in the  Securityholders'  Agreement,  dated  as of
               July 31, 1996 (as amended and  modified  from time
               to time),  between  the issuer  hereof and certain
               investors  (including the initial holder  hereof).
               The  Corporation  reserves the right to refuse the
               transfer of such  security  until such  conditions
               have been fulfilled with respect to such transfer.


                  PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------


                                                            Certificate No. PW-4

               FOR   VALUE   RECEIVED,    Primus    Telecommunications    Group,
Incorporated,  a Delaware  corporation  (the  "Corporation"),  hereby  grants to
                                               -----------
Winston Partners II LDC or its registered  assigns (the  "Registered  Holder" or
                                                          ------------------
"Holder") this warrant (the "Warrant") to purchase, in accordance with the terms
 ------                      -------
set forth herein,  shares of the Corporation's  Common Stock, par value $.01 per
share (the "Common
  Stock").  This Warrant is issued  pursuant to the Securities
            -------------
Purchase  Agreement,  dated as of the date  hereof (the  "Purchase  Agreement"),
                                                          -------------------
between,  among others,  the Corporation and the Holder.  Each  capitalized term
used  in this  Warrant  which  is  defined  in the  Purchase  Agreement  but not
otherwise  defined  herein  has the  meaning  given  such  term in the  Purchase
Agreement.

               This Warrant is subject to the following provisions:

               Section 1. Warrant Terms.
                          -------------

               (a) The Warrant is for the purchase of:

                    (1) 13,750  shares of Common Stock (the  "Warrant A Amount")
                                                              ----------------
               at a price equal to the Warrant A Exercise Price.  The "Warrant A
                                                                       ---------
               Exercise Price" shall be $.01 per share; and
               --------------

                    (2)  shares  of  Common  Stock  (the   "Warrant  B  Amount")
                                                            ------------------
               totalling  (A) that  number  of shares  having a Market  Price of



<PAGE>


                                                             Page 75 of 84 Pages


               $1,375,000  at the time of exercise of this  Warrant with respect
               to the Warrant B Amount and (B) either,  at the Holder's  option,
               (x) 10,714  shares (the  "Warrant B Fixed  Share  Amount") or (y)
                                         ------------------------------
               10.763209  shares of Common Stock (the "Warrant B Variable  Share
                                                       -------------------------
               Amount")  times the  number of days from and  including  the date
               ------
               hereof until and  including  the date of exercise of this Warrant
               with  respect to the  Warrant B Amount.  If the Holder  elects to
               receive  the  Warrant  B  Variable  Share  Amount  as part of its
               exercise of this  Warrant  with  respect to the Warrant B Amount,
               then the exercise  price (the  "Warrant B Exercise  Price") to be
                                               -------------------------
               paid by the Holder to the Corporation  shall be $.01 per share of
               the applicable  Warrant B Amount. If the Holder elects to receive
               the Warrant B Fixed Share  Amount as part of its exercise of this
               Warrant with respect to the Warrant B Amount,  then the Warrant B
               Exercise Price to be paid by the Holder to the Corporation  shall
               be  the  greater  of  (A) an  amount  equal  to  $.01  per  share
               multiplied  by the  number of  shares  comprising  the  Warrant B
               Amount and (B) an amount  (the  "Warrant B  Alternative  Exercise
                                                --------------------------------
               Price")  equal  to  $301.37  multiplied  by the  number  of  days
               -----
               remaining  from and after the date of  exercise  of this  Warrant
               with  respect to the  Warrant B Amount  until and  including  the
               third anniversary of the date hereof (the"Expiration Date").
                                                         ---------------

               Section 2. Anti-dilution Provisions. In order to prevent dilution
                          ------------------------
of the purchase  rights  granted under Section 1 of this Warrant,  the Warrant A
Amount, the Warrant B Fixed Share Amount and the Warrant B Variable Share Amount
shall be subject to adjustment from time to time pursuant to this Section 2. For
the avoidance of doubt and not withstanding anything contained in this Section 2
to the contrary, in no event shall the Warrant B Exercise Price be reduced to an
amount less than $.01 per share.

               (a)   Subdivision  or   Combination  of  Common  Stock.   If  the
                     ------------------------------------------------
Corporation  at any time  subdivides  or  combines  (by any stock  split,  stock
dividend,  recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock or makes a distribution  on its Common Stock in shares of
its stock other than Common Stock, then the number and kind of shares of capital
stock of the  Corporation  issuable  upon exercise of this Warrant (as in effect
immediately  prior to such action) shall be adjusted so, and provisions shall be
made to insure, that the Holder may receive,  upon exercise of this Warrant, the
aggregate  number and kind of shares of capital stock of the  Corporation  which
such  Holder  would have  received  immediately  following  such  action if this
Warrant had been exercised immediately prior to such action.

               (b) Reorganization,  Reclassification,  Consolidation,  Merger or
                   -------------------------------------------------------------
Sale. Any  recapitalization,  reorganization,  reclassification,  consolidation,
- ----
merger,  sale of all or substantially all of the  Corporation's  assets or other
transaction, in each case which is effected in such a manner that the holders of
Common  Stock are  entitled  to  receive  (either  directly  or upon  subsequent
liquidation)  stock,  securities  or assets with  respect to or in exchange  for
Common  Stock,  is  referred  to herein  as an  "Organic  Change."  Prior to the
                                                 ---------------



<PAGE>


                                                             Page 76 of 84 Pages

consummation  of any Organic  Change,  the  Corporation  shall make  appropriate
provisions  (in form and  substance  reasonably  satisfactory  to the Holder) to
insure that the Holder shall  thereafter  have the right to acquire and receive,
in lieu of or in  addition  to (as the case may be) the  shares of Common  Stock
immediately  theretofore  acquirable  and  receivable  upon the exercise of this
Warrant,  such shares of stock,  securities  or assets as such Holder would have
received in  connection  with such Organic  Change if such Holder had  exercised
this Warrant  immediately  prior to such Organic Change.  In each such case, the
Corporation  shall  also  make  appropriate  provisions  (in form and  substance
reasonably  satisfactory  to the Holder) to insure that the  provisions  of this
Section 2 shall thereafter be applicable to this Warrant.  The Corporation shall
not effect any such Organic Change unless prior to the consummation thereof, the
successor entity (if other than the Corporation) resulting from any such Organic
Change or the entity  purchasing  such assets assumes by written  instrument (in
form and substance  reasonably  satisfactory  to the Holder),  the obligation to
deliver  to the  Holder  such  shares of  stock,  securities  or  assets  as, in
accordance with the foregoing provisions, the Holder may be entitled to acquire.
Notwithstanding the above provisions of this paragraph (b), the successor entity
(if other than the  Corporation)  resulting  from any such Organic Change or the
entity  purchasing  such assets (the  "Acquiring  Entity") may require that this
                                       -----------------
Warrant be fully  exercised as of the date of the  consummation  of such Organic
Change with the Holder having full rights to receive the  consideration  offered
to the other  securityholders  of the  Corporation  on the  basis of such  fully
exercised  amount  as of such  date;  provided,  that if,  as a  result  of such
                                      --------
acceleration of exercise the Holder would have short swing profits under Section
16 of the  Securities  Exchange Act of 1934, as amended,  such  acceleration  of
exercise shall be postponed until such liability of the Holder no longer exists.

               (c) Certain Events.  The Corporation shall not take any action(s)
                   --------------
as a result of which the Holder would be required to pay an  aggregate  Exercise
Price greater than the aggregate Exercise Price which such Holder would have had
to pay immediately prior to such action(s).

               (d) Notices. Immediately upon any adjustment required pursuant to
                   -------
the terms of this Section 2, the  Corporation  shall give written notice thereof
to the Holder, setting forth in reasonable detail and certifying the calculation
of such adjustment.  The Corporation  shall give written notice to the Holder at
least 20 days  prior to the date on which the  Corporation  closes  its books or
establishes a record date (A) with respect to any dividend or distribution  upon
Common Stock or (B) for  determining  rights to vote with respect to any Organic
Change, dissolution or liquidation.

               (e) Definitions.
                   -----------

               "Business  Day"  means any day other than a  Saturday,  Sunday or
                -------------
other day on which  banking  institutions  are  authorized or required by law or
executive order to close in New York, New York.



<PAGE>


                                                             Page 77 of 84 Pages

               "Exercise  Price"  means  the  Warrant A  Exercise  Price and the
                ---------------
Warrant B Exercise  Price,  or the Warrant B Alternative  Exercise Price, as the
case may be.

               "Market Price" means the volume-weighted  average sales price per
                ------------
share of Common Stock as reported by Bloomberg  Information Systems, Inc. during
a period of 21 days  consisting of the day as of which  "Market  Price" is being
determined  and the 20  consecutive  Business  Days prior to such day. If at any
time  shares of the Common  Stock are not listed on any  securities  exchange or
quoted in the NASDAQ System or the  over-the-counter  market, the "Market Price"
shall be the fair value thereof determined by an investment bank mutually agreed
between the  parties.  If such  parties are unable to reach  agreement  within a
reasonable  period of time,  each party will  choose and bear the  expense of an
investment  bank to value the shares of Common  Stock and the average of the two
valuations shall be the value.

               "Qualified Public Offering" means an underwritten public offering
                -------------------------
of Common  Stock  pursuant  to an  effective  Registration  Statement  under the
Securities Act of 1933, as then in effect or any comparable  statement under any
similar  federal  statute  then in force or effect,  pursuant  to which at least
1,000,000  shares of Common  Stock are sold at a price per share of at least $35
(before underwriting commissions).

               Section 3. Expiration of Warrant; Exercise of Warrant.
                          ------------------------------------------

               (a) If a Qualified  Public Offering has not occurred prior to the
first anniversary of the date hereof (the "First  Anniversary"),  the portion of
                                           ------------------
this Warrant  with  respect to the Warrant B Amount only shall be  automatically
exercised in full; provided,  that, with respect to such automatic exercise, the
Holder has the right to elect to receive either the Warrant B Fixed Share Amount
or the Warrant B Variable Share Amount in accordance with Section 1(a)(2).

               (b) Subject to  paragraph  (a) above,  the Holder  shall have the
right to (A)  exercise  all or any portion of this  Warrant  with respect to the
Warrant A Amount at any time and from time to time on or prior to the Expiration
Date and (B)  exercise all but not less than all of this Warrant with respect to
the  Warrant B Amount at any time  during  the  period  commencing  on the First
Anniversary and ending on the Expiration Date.

               (c) Subject to  paragraph  (b) above,  the Holder  shall have the
right to exercise  this Warrant with respect to (A) the Warrant A Amount and (B)
the Warrant B Amount (only to the extent that the Warrant B Exercise  Price paid
by the Holder is not the Warrant B Alternative  Exercise Price),  in any and all
such cases,  by surrendering  at the principal  office of the  Corporation  this
Warrant and a  completed  Exercise  Agreement  (in the form of Exhibit I hereto)
                                                               ---------
and:





<PAGE>


                                                             Page 78 of 84 Pages

                    (i) paying the  applicable  Exercise  Price by check or wire
transfer to an account  designated by the Corporation as to the number of shares
of Common  Stock as to which  the  Warrant  is being  exercised  (the  "Exercise
                                                                        --------
Amount") and receiving in exchange therefor the number of shares of Common Stock
- ------
equal to the Exercise Amount;

                    (ii)  receiving  in exchange  therefor  the number of shares
equal to the  product of the  Exercise  Amount  multiplied  by a  fraction,  the
numerator of which is the Market Price less the  applicable  Exercise  Price and
the denominator of which is such Market Price; and/or

                    (iii) surrendering shares of Common Stock of the Corporation
(valued  at the  Market  Price)  equal  to the  applicable  Exercise  Price  and
receiving in exchange therefor the number of shares of Common Stock equal to the
Exercise Amount.

               (d) Subject to  paragraph  (b) above,  the Holder  shall have the
right to  exercise  this  Warrant  with  respect to the Warrant B Amount (to the
extent  that the  Warrant B Exercise  Price paid by the Holder is the  Warrant B
Alternative  Exercise  Price) by  surrendering  at the  principal  office of the
Corporation  this  Warrant and a completed  Exercise  Agreement  (in the form of
Exhibit I hereto)  and by paying the  Warrant B  Alternative  Exercise  Price by
check or wire  transfer to an account  designated by the  Corporation  as to the
Exercise  Amount and  receiving  in  exchange  therefor  the number of shares of
Common Stock equal to the Exercise Amount.

               (e) A  Holder  may use one or more  of the  methods  of  exercise
outlined in Section 3(c) when  exercising  this Warrant so long as the completed
Exercise Agreement accurately states which method or methods such Holder intends
to use and the number of shares as to which each such method will be used.

               (f)  Certificates  for shares of Common  Stock  acquired  through
exercise of this Warrant  shall be delivered  by the  Corporation  to the Holder
within five (5)  Business  Days after  receipt by the  Corporation  of the items
required  by  Sections  3(c) and 3(d) for the  respective  method or  methods of
exercise.  Unless  this  Warrant  has  expired  or all of  the  purchase  rights
represented  hereby have been  exercised,  the  Corporation  shall prepare a new
warrant  substantially  identical  hereto,   representing  the  rights  formerly
represented  by this Warrant which have not expired or been exercised and shall,
within such five-day period, deliver such new Warrant to the Holder.

               (g) The Common Stock issuable upon exercise of this Warrant shall
be deemed to have been issued to the Holder on the date on which the Corporation
receives the completed  Exercise Agreement and payment of the Exercise Price, if
any,  and such Holder shall be deemed for all purposes to have become the record
holder of such Common Stock on such date.




<PAGE>


                                                             Page 79 of 84 Pages

               (h) The issuance of certificates  for shares of Common Stock upon
exercise  of this  Warrant  shall be made  without  charge to the Holder for any
issuance tax in respect  thereof or other cost  incurred by the  Corporation  in
connection  with such  exercise  and the  related  issuance  of shares of Common
Stock.

               (i) The Corporation shall at all times reserve and keep available
out of its  authorized  but  unissued  shares of Common  Stock,  solely  for the
purpose of  issuance  upon  exercise of this  Warrant,  such number of shares of
Common Stock as are issuable upon  exercise of this Warrant.  All such shares of
Common Stock  shall,  when issued,  be duly and validly  issued,  fully paid and
nonassessable and free from all taxes, liens and charges.  The Corporation shall
take all such  actions as may be  necessary  to assure  that all such  shares of
Common  Stock  may be so  issued  without  violation  of any  applicable  law or
governmental  regulation or any requirements of any domestic securities exchange
upon which shares of Common Stock may be listed  (except for official  notice of
issuance which shall be immediately  delivered by the Corporation upon each such
issuance).  In  addition,  prior to the  issuance  of any  Common  Stock upon an
exercise  of  this  Warrant,  the  Corporation  shall  at its  expense  use  its
reasonable  best efforts to procure the listing of such Common Stock which shall
be issued  upon  exercise  of this  Warrant as then may be required on all stock
exchanges  or  interdealer  quotation  systems on which the Common Stock is then
listed  and shall  maintain  such  listing  if and so long as any  shares of the
Common Stock shall be listed on such stock  exchanges or  interdealer  quotation
systems.

               (j) The  Corporation  shall not be required  to issue  fractional
shares of Common  Stock on the exercise of this  Warrant.  In the event that the
number of shares of Common Stock calculated  pursuant to Section 1 above results
in a fraction,  such number shall be rounded down to the nearest  whole  number.
Notwithstanding the above,  fractional shares shall be issued to the extent that
not to do so would result in a material diminution in the aggregate value of the
shares of Common  Stock to be  received  by the  Holder  in the  absence  of the
issuance of such fractional shares.

               Section 4. Certain Distributions. If, from the date hereof to and
                          ---------------------
including the First  Anniversary,  the  Corporation  makes any dividend or other
distribution  on its  shares of Common  Stock or  establishes  a record  date in
respect  of  any  such  dividend  or  distribution  (other  than a  dividend  or
distribution  covered by  Section  2(a) or Section  2(b)),  the Holder  shall be
entitled to receive, upon exercise of this Warrant, that amount of such dividend
or other  distribution which such Holder would have received if this Warrant had
been  exercised  immediately  prior to such  record  date or  dividend  or other
distribution, as applicable, and the Corporation shall take all necessary action
to ensure that such amounts are available to be so distributed.

               Section  5.  Warrant   Transferable.   Subject  to  the  transfer
                            ----------------------
conditions  referred  to in the legend  endorsed  hereon,  this  Warrant and all



<PAGE>



                                                             Page 80 of 84 Pages


rights hereunder are  transferable,  in whole or in part,  without charge to the
Holder,  upon surrender of this Warrant with a properly executed  Assignment (in
the form of Exhibit II hereto) at the principal office of the Corporation.

               Section 6. Warrant Exchangeable for Different Denominations. This
                          ------------------------------------------------
Warrant  is  exchangeable,  upon  the  surrender  hereof  by the  Holder  at the
principal  office  of  the  Corporation,  for  new  Warrants  ("New  Warrants"),
substantially  identical  hereto,  representing  in  the  aggregate  the  rights
formerly  represented  by this  Warrant,  and  each of such New  Warrants  shall
represent such portion of such rights as is designated by the Holder at the time
of such surrender.  The date the Corporation initially issues this Warrant shall
be the date of issuance of such New Warrants  regardless  of the number of times
new  certificates  representing  the unexpired and  unexercised  rights formerly
represented by this Warrant shall be issued.

               Section  7.  Replacement.  Upon  receipt of an  affidavit  of the
                            -----------
Holder as to the ownership and the loss, theft, destruction or mutilation of any
certificate  evidencing this Warrant, and in the case of any such loss, theft or
destruction,  upon receipt of indemnity  provided by the Holder, or, in the case
of any such mutilation upon surrender of such certificate, the Corporation shall
(at  its  expense)  execute  and  deliver  in lieu  of  such  certificate  a new
certificate, substantially identical hereto, representing the rights represented
by such lost, stolen,  destroyed or mutilated  certificate and dated the date of
such lost, stolen, destroyed or mutilated certificate.

               Section 8. Successors and Assigns. This instrument is intended to
                          ----------------------
bind and  inure to the  benefit  of and be  enforceable  by the  Holder  and its
respective heirs, successors and assigns.

               Section 9.  Amendment  and Waiver.  Except as otherwise  provided
                           ---------------------
herein,  the  provisions of this Warrant may be amended only if the  Corporation
has obtained the written consent of the Holder.

               Section 10. Descriptive Headings;  Governing Law. The descriptive
                           ------------------------------------
headings of this Warrant are inserted for convenience only and do not constitute
a part of this  Warrant.  The laws of the  State of New York  will  govern  this
Agreement  without  giving  effect  to any  choice  of law  or  conflict  of law
provision or rule.

               Section 11. Complete Agreement; Severability. Except as otherwise
                           --------------------------------
expressly set forth herein,  this Warrant,  the Purchase Agreement and any other
agreement  executed by the parties and  contemplated  by the Purchase  Agreement
embodies the complete agreement and understanding  among the parties hereto with
respect to the subject  matter  hereof and  supersedes  and  preempts  any prior
understandings,  agreements or representations by or among the parties,  written
or oral,  which  may have  related  to the  subject  matter  hereof  in any way.
Whenever  possible,  each  provision of this Warrant will be interpreted in such
manner as to be effective and valid under  applicable  law, but if any provision
of this Warrant is held to be invalid,  illegal or  unenforceable in any respect



<PAGE>


                                                             Page 81 of 84 Pages


under  any  applicable  law  or  rule  in  any  jurisdiction,  such  invalidity,
illegality or unenforceability  will not affect any other provision or any other
jurisdiction,  but this Warrant will be reformed, construed and enforced in such
jurisdiction as if such invalid,  illegal or  unenforceable  provision had never
been contained herein.

               Section  12.  Notices.  Except as  otherwise  expressly  provided
                             -------
herein, all notices referred to in this Warrant shall be in writing and shall be
delivered  personally,  sent by reputable  overnight  courier  service  (charges
prepaid) or sent by  registered or certified  mail,  return  receipt  requested,
postage  prepaid and shall be deemed to have been given when so delivered,  sent
or deposited in the U.S. mail (i) to the Corporation, at its principal executive
offices  and (ii) to the  Holder,  at the  address  set  forth  in the  Purchase
Agreement with copies to such persons as are indicated therein.

                                     * * * *




<PAGE>


                                                             Page 82 of 84 Pages


               IN WITNESS WHEREOF, the Corporation has caused this Warrant to be
signed and attested by its duly authorized  officers and to be dated the date of
issuance hereof.


                                   PRIMUS TELECOMMUNICATIONS GROUP,
                                    INCORPORATED


Date:  July 31, 1996               By:  /S/ K. PAUL SINGH
                                        ---------------------------------------
                                        K. Paul Singh
                                        President, Chief Executive Officer




Attest:


- ------------------------
       Secretary





<PAGE>


                                                             Page 83 of 84 Pages

                                                                       EXHIBIT I


                               EXERCISE AGREEMENT


To:     PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

               The  undersigned,  pursuant  to the  provisions  set forth in the
attached Warrant (Certificate No. PW-__),  hereby agrees to exercise the Warrant
as to ____________ shares of Common Stock covered by such Warrant (the "Exercise
Amount") at the Exercise Price provided by such Warrant.  The following  methods
of exercise will be used respectively for the following number of shares:

Method of Exercise           Warrant A Amount            Warrant B Amount
                             being exercised             being exercised

Section 3(c)(i)
Section 3(c)(ii)
Section 3(c)(iii)
Section 3(d)



Dated:                        Signature
                                        ---------------------------------------


                              Address
                                        ---------------------------------------



<PAGE>


                                                             Page 84 of 84 Pages

                                                                      EXHIBIT II

                                   ASSIGNMENT


               FOR  VALUE  RECEIVED,   ________________________________   hereby
sells,  assigns and  transfers  all of the rights of the  undersigned  under the
attached Warrant (Certificate No. PW-__) with respect to the number of shares of
the Common Stock covered thereby set forth below, unto:


Names of Assignee              Address                             No. of Shares
- -----------------              -------                             -------------



Dated:                        Signature
                                        ---------------------------------------

                              Address
                                        ---------------------------------------

                              Witness
                                        ---------------------------------------