Company's services are furnished for interexchange telecommunications originating

and/or terminating in any area between points within the contiguous United States,

Hawaii, Alaska, Puerto Rico, U.S. Virgin Islands and Northern Mariana Islands, and

telecommunications services originating in the contiguous United States, Hawaii, Alaska,

Puerto Rico, U.S. Virgin Islands and Northern Mariana Islands and terminating outside of

those locations.

All services provided pursuant to this Document are subject to the conditions contained in

this section. The Company may, at its discretion, waive, modify or amend these conditions

upon written notice to Customer.

Company provides resold Interstate Message Telecommunications Service to Customers

for their direct transmission and reception of voice, data and other types of

communications.

Company resells access, switching, transport, and termination services provided by

interexchange carriers.

The Company's services are provided on a monthly basis and are available twenty-four

(24) hours per day, seven (7) days per week.

Request for service under this Document will authorize the Company to conduct a credit

search on the Customer. The Company reserves the right to refuse service on the basis of

credit history, and to refuse further service due to late payment or nonpayment by the

Customer.

Service is offered subject to availability of the necessary facilities and/or equipment and

subject to the provisions of this Document. Company reserves the right not to provide

service to or from a location where the necessary facilities or equipment are not available.

Company reserves the right to immediately disconnect service without incurring liability

when necessitated by conditions beyond the company's control or when the customer is

using the service in violation of the provisions of this document, the laws, rules,

regulations, terms and conditions or policies of the jurisdiction of the originating station

or the terminating station, or the laws of the United States including rules, regulations,

and policies of the Federal Communications Commission.

The Company does not undertake to transmit messages, but offers the use of its facilities

when available, and will not be liable for errors in transmission or for failure to establish

connections.

The Customer obtains no property right or interest in the use of any specific type of

facility, service, equipment, telephone number, process or code. All rights, titles and

interests remain, at all times, solely with the Company.

Customers may not modify or assign any agreement for service with the Company. In its

sole discretion, the Company may assign agreements for service.

The Company reserves the right to refuse an application for service by a present or

former Customer who is indebted to the Company for service previously rendered

pursuant to this Document until the indebtedness is satisfied.

Company may, without obtaining any further consent from the Customer, assign any

rights, privileges, or obligations under this Document.

Service may not be used for any unlawful purpose or for any use as to which the

Customer has not obtained all governmental approvals, authorizations, licenses, consents

and permits required to be obtained by the Customer with respect thereto.

The Company reserves the right to classify service as business or residential. The

Company may, at its discretion, levy charges for services, which have been misclassified.

LIMITATIONS OF SERVICE, Continued

The Company may, upon reasonable notice, make such tests and inspections as may be

necessary to determine whether the terms and conditions of this Document are being

complied with in the installation, operation or maintenance of the Customer's or the

Company's facilities or equipment.

The Company may require a Customer to immediately shut down its transmission of

signals if said transmissionis causing interference to others.

A Customer may not use the services so as to interfere with or impair service over any

facilities and associated equipment, or so as to impair the privacy of any communications

over such facilities and associated equipment.

Customer use of any resold service obtained from other service providers shall also be

subject to any applicable restrictions in the underlying providers' publicly available price

sheets.

A Customer, joint user, or authorized user shall not represent that its services are

provided by the Company, or otherwise indicate to its Customers that its provision of

services is jointly with the Company, without the written consent of the Company. The

relationship between the Company and Customer shall not be that of partners or agents

for one or the other, and shall not be deemed to constitute a partnership or agency

agreement.

Service may be used for the transmission of communications by the Customer for any

lawful purpose for which the service is technically suited.

Service may not be used for any unlawful purpose. Service may not be used for any

purpose for which any payment or other compensation is received by the Customer,

except when the Customer is a duly authorized and regulated common carrier. This

provision does not prohibit an arrangement between the Customer, authorized user or

joint user to share the cost of service.

The Company strictly prohibits use of the Company's services without payment or an

avoidance of payment by the Customer by fraudulent means or devices including

providing falsified calling card numbers or invalid calling card numbers to the Company,

providing falsified or invalid credit card numbers to the Company or in any way

misrepresenting the identity of the Customer.

Calls may not be placed or received using any dial-around code belonging to the

Company, Collect, Sent Paid, or 3

Party calling whenever (1) there is no obligation on

the part of the serving local telephone company to perform billing and collection on

behalf of the Company; or (2) where an obligation exists on the part of the serving local

telephone company to perform billing and collection on behalf of the Company, but the

local telephone company fails to discharge the obligation property; or (3) the serving

local telephone company fails to furnish, or provides untimely or inadequate, billing

name and address ('BNA') to the Company; or (4) the serving local telephone company

fails to furnish timely or adequate telephone number installation and disconnect

information to the Company. For the purposes of this Section, call blocking will occur

whenever the Company is unable to recover at least 60% of its billable revenues from the

customers within a local telephone company service area during any monthly billing

period as the result of unavailable, untimely, or inadequate billing and collection or as the

result of unavailable untimely, or inadequate BNA or telephone number installation and

disconnect information.

Application for service may be made verbally or in writing. The name(s) of the

Customer(s) desiring to use the service must be set forth in the application for service.

Company complies with Commission regulations governing Changes in Subscriber

Carrier Selections, and associated service confirmation obligations pursuant to 47 C.F.R.

'64.1100 et seq.

Applications for service are non-cancelable unless the Company otherwise agrees.

Where the Company permits the Customer to cancel an application for service prior to

the start of service or prior to any special construction, no charges will be imposed except

for those specified below. Where the Company incurs any expense in connection with

special arrangement, or where special arrangements of facilities or equipment have

begun, before the company receives a cancellation notice, a charge equal to the costs

incurred, less net salvage, applies. In such cases the charge will be based on such

elements as the cost of the equipment, facilities, and material, the cost of installation,

engineering, labor, and supervision, general and administrative expense, other

disbursements, depreciation, maintenance, taxes, provision for return on investment, and

any other costs associated with the special construction or arrangements.

Any special charges will be calculated and applied on a case-by- case basis.

Company is not liable for any act or omission of any other company or companies

furnishing a portion of the service.

Except as expressly warranted in writing by Company, Company makes no warranty or

guarantee, express or implied, and Company expressly disclaims any implied warranties

of merchantability and fitness for a particular purpose.

Company shall be indemnified and held harmless by the customer against:

1.

Claims for libel, slander, infringement of copyright or unauthorized use of any

trademark, trade name or service mark arising out of the material, data,

information or other content transmitted over company's facilities; and

2.

Claims for patent infringement arising from combining or connecting company's

facilities with apparatus and systems of the Customer; and

3.

All other claims arising out of any act or omission of the Customer in connection

with any service provided by Company.

The Company is not liable for any defacement of, or damage to, the equipment or

premises of a customer resulting from the furnishing of services when such defacement

or damage is not the result of the Company's negligence.

LIABILITIES OF THE COMPANY, Continued

Company shall not be liable for and the Customer indemnifies and holds harmless from

any and all loss claims, demands, suits, or other action or liability whatsoever, whether

suffered, made instituted or asserted by the Customer or by any other party or person, for

any personal injury to, death of any person or persons, and for any loss, damage,

defacement or destruction of the premises of the Customer or any other property, whether

owned by the Customer or by others, caused or claimed to have been caused directly or

indirectly by the installation, operation, failure to operate, maintenance, removal,

presence, condition, location or use of equipment or wiring provided by Company where

such installation, operation, failure to operate, maintenance, condition, location or use is

not the direct result of Company's negligence.

No agents or employees of connecting, concurring or other participating carriers or

companies shall be deemed to be agents or employees of the Company without written

authorization.

The Company is not liable for any failure of performance hereunder due to causes beyond

its control, including, but not limited to, unavoidable interruption in the working of its

circuits or those of another common carrier; acts of nature, storms, fire, floods, terrorism

or other catastrophes; any law, order, regulation, direction, action, or request of the

United States Government, or any other governmental entity having jurisdiction over the

Company or of any department, agency, commission, bureau, corporation, or other

instrumentality or any one or more of such instrumentality or any one of more of such

governmental entities, or of any civil or military authority; national emergencies,

insurrections, riots, rebellions, wars, strikes, lockouts, work stoppages, or other labor

difficulties; or notwithstanding anything in this Document to the contrary, the unlawful

acts of the Company's agents and employees, if committed beyond the scope of their

employment.

LIABILITIES OF THE COMPANY, Continued

The Company shall not be liable for damages or adjustments, refunds, or cancellation of

charges unless the Customer has notified the Company, in writing, of any dispute

concerning charges, or the basis of any claim for damages, after the invoice is rendered

by the company for the call giving rise to such dispute or claim, within (90) thirty

calendar days after the invoice is rendered or a debit is effected by the Company for the

call giving rise to such dispute or claim, unless ordered by a court of competent

jurisdiction or state or federal regulatory body. Any such notice must set forth sufficient

facts to provide the Company with a reasonable basis upon which to evaluate the

Customer's claim or demands.

The Company shall not be liable for any damages, including usage charges that, the

Customer may incur as a result of the unauthorized use of its communications equipment.

The unauthorized use of the Customer's communications equipment includes, but is not

limited to, the placement of calls from the Customer's premises and the placement of calls

through Customer-controlled or Customer-provisioned equipment that are transmitted or

carried over the Company's network services without the authorization of the Customer.

The Customer shall be fully liable for all such charges.

The Company shall not be liable for damages or adjustments, refunds, or cancellation of

charges unless the Customer has notified the Company, in writing, of any dispute

concerning charges, or the basis of any claim for damages.

The Company will use reasonable efforts to make available services to a Customer on or

before a particular date, subject to the provisions of, and compliance by the Customer

with, the regulations contained in this Document. The Company does not guarantee

availability by any such date and will not be liable for any delays in commencing service

to any Customer.

IN NO EVENT WILL THE COMPANY BE LIABLE TO THE CUSTOMER FOR ANY

INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR

PUNITIVE LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS

(WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH LOSS OR DAMAGES) BY REASON OF ANY ACT OR

OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT.

THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR

WARRANTIES ABOUT ITS SERVICES AND DISCLAIMS ANY IMPLIED

WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY

OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NON-INFRINGEMENT.

THE COMPANY DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY

ON THE COMPANY'S BEHALF AND THE CUSTOMER MAY NOT RELY ON

ANY STATEMENT OF WARRANTY AS A WARRANTY BY THE COMPANY.

THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.

The Customer is responsible for the payment of all charges for service(s) provided under

this Document the customers Master Service Agreement and terms and conditions and for

the payment of all assessments, duties, fees, surcharges, taxes, or similar liabilities

whether charged to or against the Company or the Customer. Service is provided for a

minimum period of thirty (30) days ('Minimum Service Period') or as specified on the

customers Master Service Agreement. Customers are responsible for payment of

monthly service charges for the entire Minimum Service Period, even if service is

cancelled before the end of the Minimum Service Period.

Rates, fees and charges the Customer is obligated to pay include, but are not limited to,

amounts the Company is required by governmental, quasi-governmental, or other entities

to collect and/or to pay to designated entities.

The Company may adjust its rates and charges or impose additional rates and charges on

its Customer in order to recover these amounts. Unless specified otherwise herein, if an

entity other than the Company (e.g., another carrier or supplier) imposes charges on the

Company in connection with a Customer's Service, that entity's charges will be passed

through to the Customer. The Customer is responsible for the payment of all such

charges.

Customer shall notify the Company of any interruption in service. Before giving notice,

the Customer shall ascertain that the trouble is not being caused by action or omission of

the subscriber, not within his control or is not in wiring or equipment annexed to the

Company's terminal.

Customer is responsible for fault trouble-shooting and isolation of premise equipment

and transmission signals and quality. Customer shall be liable to Company for the

payment of a service charge for trouble-shooting and fault isolation for costs resulting

from Company identification of a customer equipment malfunction that was reported by

Customer as a service error, or fault, or where the Customer's equipment malfunction

created a degradation of network facilities or service regardless of who identifies the

trouble.

Customer shall comply with minimum protective criteria, as may be prescribed by the

Company to protect equipment and facilities.

Customer shall be responsible for ensuring the Customer-provided signals will not result

in interference with any of the services provided by Company. All signals must be of the

proper type, bandwidth and other technical parameters, so as not to damage the

Company's equipment or degrade service to other subscribers. It shall be the subscriber's

responsibility to provide adequate electrical power, wiring and electrical outlets

necessary for the proper operation of the Company's equipment on their premise.

OBLIGATIONS OF CUSTOMER, Continued

A Customer of toll-free services is responsible for payment for all calls placed to or via

the Customer's service number(s). This responsibility is not changed by virtue of any use,

misuse, or abuse of the Customer's service or interconnected Customer-provided system

facilities or service, which use, misuse or abuse may be occasioned by third parties

including, without limitation, the Customer's employees and members of the public who

dial the Customer's toll-free service number(s) either by mistake or with the intent to

abuse service.

Upon notice from the Company that the equipment or facilities of the Customer, or of

others so authorized to be connected, is causing or is likely to cause hazard or

interference, the Customer, or others so authorized to be connected, shall make such

changes as may be necessary to remove or prevent such hazard or interference.

Customer shall be responsible for obtaining all necessary permits, licenses, variances and

other authorizations required by the state and local authorities for installation and

operation of Customer-provided equipment or facilities for connection with Company's

equipment or facilities on the Customer's property.

Customer shall make available entry to its premises for Company's employees, agents or

contractors at any reasonable hour for the purpose of installing, inspecting, or repairing

equipment or service, or, upon termination of service, removing the Company's

equipment.

No Customer or authorized user may assign or delegate its responsibilities, duties, rights

or obligations under this Document to any person, corporation, or other entity without the

express, written approval of Company; provided, however, that Customer may, without

Company's approval, assign or delegate such responsibilities, duties, rights, or obligations

to any subsidiary or affiliated organization or to any successor organization.

Customer is responsible for notifying the Company to cancel products and services and

for ensuring that all products and services Presubscribed or Subscribed to by the

Customer have been cancelled.

The Company will not be responsible for the installation, operation or maintenance of

any Customer-provided communications equipment.

Where Customer-provisioned

equipment is connected to the facilities furnished under this Document, the responsibility

of the Company will be limited to the furnishing of facilities offered pursuant to this

Document. Beyond this responsibility, the Company will not be responsible for:

1.

The transmission of signals by Customer-provided equipment or for the quality

of, or defects in, such transmission; or

2.

The reception of signals by Customer-provided equipment; or

3.

Network control signaling when performed by Customer-provided network

control signaling equipment.

The Customer, authorized user, or joint user is responsible for ensuring that Customer-

provided equipment connected to Company equipment and facilities is compatible with

such Company equipment and facilities.

Company's service may be connected to the services or facilities of other

communications carriers only when authorized by, and in accordance with, the terms and

conditions of the price sheets of the other communications carrier(s), which are

applicable to such connections.

The furnishing of service under this Document is subject to the availability on a

continuing basis of all the necessary facilities and is limited to the capacity of the

company's facilities as well as facilities the company may obtain from other carriers to

furnish service from time to time as required at the sole discretion of the Company.

Allowances for interruptions of the Company's services will be made:

For all of the Company's domestic services for which charges are specified on the basis

of per minute of use or on usage of a fraction of a minute, and in which there may be

interruption of an individual call, due to a condition in the Company's shared inter-

exchange facilities or in shared access or termination facilities provided by other carriers,

which interruption can be remedied by redialing the call:

1.

A credit allowance will be made for that portion of a call that is interrupted due to

poor transmission (for example, noisy circuit), one way transmission (one party is

unable to hear the other), or involuntary disconnection caused by deficiencies in

the Company's service. The Customer may also be granted credit for reaching a

wrong number. To receive a credit, the Customer must notify a Company

Customer Service representative and furnish information, including the called

number, the service subscribed to, the difficulty experienced, and the approximate

time the call was placed.

2.

Where a call has been disconnected, the Customer will be given a credit

allowance equivalent to the charge for the initial minute of the call made to

reestablish communications with the other party. If

the Customer reaches a

wrong number, the Customer will be given

a credit allowance equivalent to the

charge for the initial minute of the call to the wrong number if the Customer

reports the situation promptly to a Customer Service Representative. This credit

allowance for reaching wrong numbers is limited to an aggregate total of $100

over a 12-month period.

No credit allowances will be made for:

1.

Interruptions caused by the Customer's negligence or the negligence of others

authorized by the Customer to use the Customer's Company-provided service.

2.

Interruptions due to the failure of power, equipment, systems, or services not

provided by the Company.

INTERRUPTION OF SERVICE, Continued

3.

Interruptions during any period during which the Company or its agents are not

afforded access to the premises where access lines associated with the Customer's

services are terminated.

4.

Interruptions during any period when the Customer has released the service to the

Company for maintenance or rearrangement purposes, or for the implementation

of the Customer's order.

5.

Interruptions during the periods when the Customer elects not to release the

service for testing or repair and continues to use it on impaired basis.

6.

Non-completion of calls due to network busy conditions.

7.

Interruptions not reported to the Company.

8.

Interruptions in service due to the performance of the telecommunications

network furnishing the Company service.

An interruption period begins when the Customer reports to the Company that the service

has been interrupted and releases it for testing and repair. An interruption period ends

when the service is operative again. If the Customer reports the service to be inoperative

but declines to release it for testing and repair, the service is deemed to be impaired, but

not interrupted. If the Customer elects to use another means of communication during

the period of interruption, the Customer must pay the charges for the alternative service

used.

The use and restoration of service in emergencies shall be in accordance with part 64,

Subpart D of the Federal Communications Commission's Rules and Regulations that

specifies the priority system for such activities.

The Minimum Service Period for all services, unless otherwise stated in the Master

Service Agreement is one month, thirty (30) days. Service retained for less than the

Minimum Service Period will be billed for a full month of service, including all monthly

recurring charges.

The Company reserves the right to collect deposits and advance payments, as necessary.

Initial deposits or advanced payments shall not exceed two (2) months of Customer's

anticipated monthly billing.

The Company may, at any time and at its sole discretion, set a credit limit for any

Customer's consumption of services for any monthly period.

The Customer is responsible for the payment of all charges for services furnished to the

Customer. Charges are based on actual usage and are and billed on a monthly (30 day)

basis in arrears. Charges for service are applied on a recurring and nonrecurring basis.

Service continues to be provided until canceled by the Customer with no less than thirty

(30) days notice.

Initial billing for set-up and installation charge or monthly service fees will not

commence for any new Customer until the Customer has actually been placed in service.

Billing will be payable upon receipt and deemed past due thirty (30) days after issuance

and posting of invoice. Bills not paid within twenty-one (21) days after the date of

posting are subject to a 1.5% late payment charge for the unpaid balance, or the

maximum allowable under applicable law. If the Company becomes concerned at any

time about the Customer's ability to pay for services, the Company may require that the

Customer pay their charges within a specified number of days and/or that the Customer

make such payments in cash or the equivalent of cash.

Customer is responsible for the payment of all charges for facilities and services

furnished to the Customer or to authorized or joint users. Upon nonpayment of any sum

due or upon a violation of any of the conditions governing the furnishing of service,

Company may discontinue furnishing said service in accordance with the provisions of

these Regulations.

Customer shall be responsible for the payment of all charges for service provided under

this Document, including unauthorized charges placed from its equipment and which are

determined by Company to be within Customer's control to prevent. Customer shall be

responsible for the payment of all excise, sales, use or other similar taxes that may be

levied by a governing body or bodies in conjunction with or as a result of the service

furnished under this Document.

A charge of $30.00 will apply whenever a check or draft presented for payment of service

is not accepted by the institution on which it is written.

If the Customer's telecommunications payment history is not acceptable to the Company

or if the Customer 's telecommunications payment history is unknown or indeterminable,

the Customer may be required, at any time, to provide (i) pre-invoice payment based on

usage incurred; (ii) a valid major credit card account number from an issuer acceptable to

the Company and authorization for the Company to charge usage to the Customer's credit

card account; or (iii) agreement that the Customer's usage of the Company network and

services will be subject to toll usage limits to be determined by the Company. Prior to the

Customer's compliance with this request, the Company reserves the right to cease

accepting and processing service orders.

The Company may request subsequent

additional pre-invoice payments for usage and may increase or decrease toll usage limits

as it deems appropriate.

The Company may refuse to furnish

PAYMENT AND BILLING, Continued

services if any charges owed by the Customer to the Company or any Company affiliate

are past due for service(s) provided to the Customer.

The Customer must promptly notify the Company of any change in the Customer's

invoicing address or, if applicable, in the credit card or bank account used for payment.

The Customer should notify the Company via Customer Service or U.S. mail.

When billing and collection for the Company service is performed on the Company's

behalf by a local telephone company, the security deposit requirements, and late payment

provisions set forth in the Customer's service agreement with its local telephone

company and/or in the local tariff of the local telephone company will apply to the

Customer's Company-provided service. In addition, where a local telephone company

purchases the Company's customer receivables, late payment provisions imposed by the

local telephone company will apply to the Customer's Company-provided service.

If the Company hires a collection agency to collect, or attempt to collect, any charges

owed the Company, the Customer will be liable to the Company for an additional

payment equal to 35 percent of the charges owed where permitted by applicable law. If

the Company incurs any fees or expenses, including attorneys' fees, in collecting, or

attempting to collect, any charges owed the Company other than by hiring a collection

agency, the Customer will be liable to the Company for the payment of all such fees and

expenses reasonably incurred.

The Customer may dispute a bill only by written notice to the carrier delivered within

180 days after the statement date, subject to applicable law. Unless such notice is

received in the timely fashion indicated above, the bill statement shall be deemed to be

correct and payable in full by the Customer. In the case of a dispute between the

Customer and the Company for service furnished to the Customer, which cannot be

settled with mutual satisfaction, the Customer may request the Company perform an in-

depth review of the disputed amount. (The undisputed portion and subsequent bills must

be paid on a timely basis or the service may be subject to disconnection). If the Customer

is unable to resolve any dispute with the Company, then Customer may request

information or assistance from the Federal Communications Commission.

Any unresolved dispute between the Customer and the Company arising out of or relating

to Company's Services, charges for Services, advertising, change of long distance service

to Company, or any other dispute that either the Customer or Company has that is related

to the Service, even if the dispute arises after Service has been terminated, must be

resolved through binding arbitration as described below.

THE CUSTOMER AGREES THAT ANY DISPUTE WILL NOT BE RESOLVED BY

A JUDGE OR JURY IN COURT (EXCEPT FOR SMALL CLAIMS COURT, IF

APPLICABLE). THE CUSTOMER FURTHER AGREES THAT ANY DISPUTE THE

CUSTOMER MAY HAVE AGAINST COMPANY CANNOT BE JOINED WITH THE

DISPUTE OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, ARBITRATION

OR ANY OTHER PROCEEDING, OR RESOLVED ON A CLASS-WIDE BASIS.

If the Customer has a dispute regarding the Customer's service or bill, the Customer must

first contact Company Customer Service in writing or via Company's toll free Customer

service number to attempt to resolve the dispute.

Customer service representatives are available Monday through Friday, 9 a.m. to 5 p.m.

Eastern Standard Time.

Company shall promptly investigate all disputed charges and shall report its findings and

disposition to Customer. Nothing in this Section limits Customer's rights as provided by

applicable regulation or statute to contest charges.

DISPUTE RESOLUTION, Continued

Before initiating or participating in any arbitration or other resolution proceeding

concerning any aspect of the Company's products or services described in this document,

the Customer must notify the Company in writing of such a dispute and give the

Company at least 60 days (from the time the Customer first notifies the Company in

writing) to resolve the dispute. Such written notice should be mailed to the address

above.

If the Customer does not notify the Company in writing of a dispute with respect to the

Company's charges, or application of Taxes, within 6 months from the date of the

disputed invoice, such invoice will be deemed to be correct and binding on the Customer.

If the Customer or the Company unable to resolve its dispute within 60 days of notifying

the other party of its dispute, either party has the right to take the dispute to small claims

court if qualifies under the rules of that court. Alternatively, either party may request

arbitration of the dispute through the American Arbitration Association ('AAA'). Any

dispute arising out of or related to this document or the Company's products or services

that is not resolved informally or through small claims court, regardless as to whether the

dispute is based in contract, tort, statute, fraud misrepresentation, or any other legal or

equitable theory, must be resolved through final and binding arbitration submitted to the

American Arbitration Association ('AAA'). The arbitration will be conducted pursuant

to the AAA Arbitration Rules for the Resolution of Consumer-Related Disputes ('AAA

Rules') as such rules are in effect on the date of commencement of the arbitration, and as

such rules are modified by this document. Either party may contact AAA in writing at:

AAA Central Case Management Center, 13455 Noel Road, Suite 1750, Dallas, TX

75240-6636. For more information regarding AAA, the Customer may visit the

organization's website at www.americantelephonecompany.

In addition to the procedures described herein for resolving a dispute, the Customer may

also have the right to file a complaint with an appropriate federal or state regulatory

agency.

The arbitration will be based only on the written submissions of the parties and

documents submitted to the arbitrator unless, the parties agree or the arbitrator orders

otherwise. Additional charges may apply for such procedures.

The arbitration procedures set forth in this Dispute Resolution section are governed by

the United States Arbitration Act, 9 U.S.C. ' '1-16 et seq. ('USAA'). The arbitrator

shall have no authority to award punitive, exemplary, or similar damages, or attorney

fees. Judgment on the arbitrator's award may be entered in any court of competent

jurisdiction. All post-award proceedings will be governed by the USAA.

Each party must pay its own expenses associated with any arbitration, including attorney

DISPUTE RESOLUTION, Continued

fees. Customers who file a request for arbitration will have to pay a filing fee in

accordance with the AAA fee schedule. Unless otherwise provided for in the AAA

Rules, all administrative fees and expenses of arbitration, including the fees and

expenses of the arbitrator, will be divided equally between the Customer and the

Company. Each party will bear the cost of preparing and presenting its own case.

Any in-person arbitration proceedings will be held at the location that AAA selects in the

state where the Customer is located, unless otherwise mutually agreed upon by the

parties.

Each dispute will be decided on an individual basis and will not be consolidated in any

action with the disputes or claims of other consumers or customers. The Customer agrees

that the Customer may not bring any dispute or claim as a class action or as a private

attorney general, and the Customer agrees not to act as a class representative or

participate as a member of a class of claimants with respect to any dispute or claim

relating to this Agreement or the services provided by the Company.

Unless otherwise provided by applicable law, any dispute or claim arising out of or

relating to the services provided by the Company must be brought within two (1) year

after the date on which the basis for the dispute or claim first arises.

If any portion of this Disputed Bills section is determined by a court to be inapplicable or

invalid, then the remainder will still be fully effective and enforceable.

Certain Customers may be eligible to limit their liability for Remote Toll Fraud usage

charges by complying with the Company's Remote Toll Fraud Detect Program rules and

regulations.

For specific information on the Company's Remote Toll Fraud Detect

Program, contact the Company's Customer Service department at 888-9-GET-ATC.

The Company's services consist of presubscribed interstate and intrastate long distance

services bundled with casual calling, travel card and other Subscribed services as set forth

in this Document.

To effectively cancel all services with Company, the Customer must call or write the

Company's Customer service Department and notify the Company of the Customer's

desire to terminate all services, whether Presubscribed or Subscribed. Cancellation by

the Customer of Presubscribed intrastate and interstate long distance services will not

automatically result in the cancellation of casual calling, travel card and other Subscribed

services. The Customer must notify the Company of the cancellation of all Presubscribed

and Subscribed services.

The Customer will remain responsible to pay for all monthly fees and charges incurred

through the date that the Customer first directly notifies the Company of his or her desire

to cancel Presubscribed and Subscribed service(s). Failure to cancel all services will

result in the imposition of monthly fees and charges for the services not cancelled.

If a Customer either voluntarily cancels their services with the Company or if the

Company cancels the Customer's Presubscribed long distance services for any reason set

forth in this Tariff, the Company will have no obligation whatsoever to assist the

Customer in any respect in switching from the Company to another carrier.

Any non-recoverable cost of Company expenditures shall be borne by the customer if:

A.

The Customer orders service requiring special facilities dedicated to the

Customer's use and then cancels the order before such service begins, before

completion of the minimum period or before completion of some period mutually

agreed with the Customer for the non-recoverable portions of expenditures; or

B.

Liabilities are incurred expressly on behalf of the customer by Company and not

fully reimbursed by installation and monthly charges; and

C.

Based on an order for service and construction has either begun or has been

completed, but no service provided.

Company reserves the right to immediately discontinue furnishing the service to

Customers, cancel the Customer's account, and/or block the Customer's access to the

Company network, block traffic to or from specific countries country codes, local

telephone exchanges ('NXX exchanges'), individual telephone stations, or calls using

certain customer authorization codes without incurring any liability, immediately and

without notice:

1.In the event of a condition determined to be hazardous to the Customer, to other customers of the utility, to the utilities equipment, to the public or to employees of the utility; or

2.By reason of any order or decision of a court or any other governmental authority which prohibits the Company from furnishing such service; or

3.In the event that the Customer uses, or attempts to use, service with the intent to avoid the payment, either in whole or in part, of the charges for the service by (i) using or attempting to use service by rearranging, tampering with, or making connections to service in an unauthorized manner; or (ii) using tricks, schemes, false or invalid numbers, false credit devices, or other fraudulent means or device;or

4.For unlawful use of the service or use of the service for unlawful purposes; or

5.In the event that the customer refuses to furnish information or furnishes false information that (i) is essential for billing; or (ii) pertains to the Customer's credit-worthiness, its status under federal and/or state low income programs, its past or current use of common carrier communications service, or its planned use of such service; or

6.In the event that the Company has received notice from the Customer's local telephone company that the local telephone company has cancelled the Customer's local exchange service or switched off the Company's network; or

7.In the event that the Customer's service usage charges exceed established parameters based on the Customer's history of usage, which may indicate an unlikelihood of payment or possible fraud; or

8.In the event that the Customer uses the service to transmit or receive a message, locate a person, or otherwise give or obtain information without payment for the service (i.e., signaling); or

Cancellation of Service without Notice, Continued

9.In the event that the Customer acts, or fails to act, in a manner that hinders or frustrates any investigation by the Company or others having legal authority to investigate the Customer's legal obligations; or

10.In the event that the Customer's telephone equipment fails to pass back to the Company the appropriate signal to start and stop billing for a call; or

11.In the event that the Customer was previously provided with notice of breach of contract, took corrective action, but thereafter engages in the same breach activity; or

12.In the event that the Customer subscribes to a Company-issued calling card service and has not used the service (with the exception of calls to Directory Assistance) for 12 months. In such case, the Company will deactivate calling card to reduce the risk of fraud or abuse. If the Customer wishes to renew service, the Company will promptly provide a new card; or

13. In the event that the Company has made available service to the Customer and the Customer has failed to place the available service into actual and substantial use during the 90-day period immediately following the availability, or, if during any service term, the Customer has not actually and substantially used the available service for any consecutive 90-day period. As used in this paragraph, 'actual and substantial use' will mean a pattern of use that discloses an intent on the Customer's part to employ the service to transmit information of the Customer's choosing; or

14. In the event that the Customer has been given written notice by the Company of any past due amount (which remains unpaid in whole or in part) for any of the Company's or an affiliated carrier's service to which the Customer either subscribes or had subscribed or used; or

15.

In the event that the Customer either refuses to pay when billed for service or

indicates to the Company or anentity billing on the Company's behalf that the

Customer does not intend to pay for service used by the Customer.

CANCELLATION OF SERVICE BY COMPANY, Continued

Cancellation of Service without Notice, Continued

16.

In the event that the Customer has been required to provide (i) pre-invoice

payment based on usage incurred; (ii) a valid major credit card account number

from an issuer acceptable to the Company and authorization for the Company to

charge usage to the Customer's credit card account; or (iii) agreement that the

Customer's usage of the Company network and services will be subject to toll

usage limits to be determined by the Company, and has failed to or indicates a

refusal to comply with these requirements.

17.

In the event that the Company deems it necessary to take such action to prevent

(1) the unlawful use of service; (2) nonpayment for service; (3) the use of service

in violation of this Agreement; or (4) network blockage or the degradation of

service furnished to the Customer or other Customers.

Company may discontinue service according to the following conditions upon ten (10)

days written notice:

1.

For violation of Company's filed rules and regulations as outlined in this

document; or

2.

For non-payment of any invoice charges that remain outstanding and owed by the

Customer after the 21

day from the date of the invoice notifying the Customer of

the charges; or

3.

For Customer's breach of the contract for service between the Company and

Customer, either under the terms of this document or the terms of any separate

agreement entered into between the Customer and the Company; or

4.

When necessary for the Company to comply with any order or request of any

governmental authority having jurisdiction.

CANCELLATION OF SERVICE BY COMPANY, Continued

Due to the portable nature of the Company's calling card codes that are issued to the

Company's customers, the Company reserves the right to block, without notice, any

calling card code that the Company deems to have been used, or that might be used, for

fraudulent purposes. The Company may also intercept calling card calls for the dual

purposes of verifying customer information and fraud avoidance. The Company will

provide subsequent written notification by mail, and/or voice notification, of such

blocking or termination. The Company will unblock as soon as it determines it can do so

without undue risk, and it will, upon request by an affected customer, assign new card

authorization codes to replace any that were deactivated.

The discontinuance of service(s) by the Company pursuant to this section does not relieve

the Customer of any obligations to pay the Company for charges due and owing for

service(s) furnished up to the time of discontinuance. The remedies set forth herein shall

not be exclusive and the Company shall at all times be entitled to all the rights available

to it under law or equity.

If the Customer's account has been closed but has a credit balance remaining, the

Company will transfer the credit to another account of the Customer, if there is one. If

the Customer does not have another account and if the credit balance amount is $10 or

more, the Company will mail a check for the balance to the Customer. If the Customer

does not have another account and if the credit balance amount is less that $10, then the

Company will mail a check for the balance to the Customer upon its request, provided the

Customer makes its request within 12 months of the closing of the Customer's account.

Service furnished by Company may be interconnected with services or facilities of other

authorized communications common carriers and with private systems, subject to the

technical limitations established by Company.

Any special interface of facilities

necessary to achieve compatibility between the facilities of Company and other

participating carriers shall be provided at the Customer's expense.

Interconnection between the facilities or services of other carriers shall be under the

applicable terms and conditions of the other carriers' documents. The Customer is

responsible for taking all necessary legal steps for interconnecting Customer provided

terminal equipment or communications equipment with Company's facilities.

The

Customer shall secure all licenses, permits, rights-of-way, and other such arrangements

necessary for interconnection.

Unless otherwise specified herein, all stated charges in this document are computed by

the Company exclusive of any assessments, duties, fees, surcharges, taxes, or similar

liabilities levied against the Company by governmental, quasi-governmental, or other

entities such as federal, state, or local government. The Customer in addition to the

charges stated herein shall pay such assessments, duties, fees, surcharges, taxes, or

similar liabilities.

Pending the conclusion of any litigation challenging a jurisdiction's or body's right to

impose any assessments, duties, fees, surcharges, taxes, or similar liabilities, the

Company may elect to waive or impose and collect a charge covering such assessments,

duties, fees, surcharges, taxes, or similar liabilities, unless otherwise constrained by court

order or direction. All such charges will be shown as a separate line item on the

Customer's bill. If the Company has collected any assessments, duties, fees, surcharges,

taxes, or similar liabilities and any of the challenged assessments, duties, fees,

surcharges, taxes, or similar liabilities are found to have been invalid and not enforceable,

the Company will credit or refund such sums to each affected Customer if (1) the

Company has retained such funds or (2) the Company has remitted such funds to the

collecting jurisdiction or body and the funds have been returned to the Company.

In order to be granted exemption status, a Customer claiming exempt status must provide

the Company with copies of all relevant exemption certificates and documents required

by the Company. New Customers are required to provide the requested documentation at

the time service is ordered for new Customers. Failure to provide the required

documentation at the time service is ordered will result in all assessments, duties, fees,

surcharges, taxes, or similar liabilities being levied by the Company on the Customer's

service. The Customer will be responsible for the payment of all such charges.

At the Company's option, the Company may accord the Customer exempt status upon

receipt of the required documentation after service is ordered. However, the Customer

will be billed for all applicable assessments, duties, fees, surcharges, taxes, or similar

liabilities as described in this Document. The Customer is responsible for the payment of

same until such time as the Company has ceased billing the applicable assessments,

duties, fees, surcharges, taxes, or similar liabilities. Failure to pay the appropriate

assessments, duties, fees, surcharges, taxes, or similar liabilities prior to exempt status

being accorded by the Company will result in termination of service.

Promotions and/or bonus offers may be communicated to the Customer orally or in

writing at the Company's discretion. For all promotions or bonus offers, a Customer's

eligibility is limited as follows:

1. Only one bonus program or promotion at any one time will be associated with any

account

or customer;

2. Sign-up bonuses or promotions are available only to new Customers of the Company;

3. To receive on-going benefits of a bonus award or promotion, a Customer must be a

customer of the Company and in good standing at the time such award or promotion

is scheduled to be granted; and

4. The Company reserves the right to amend or terminate bonus programs and/or

promotions upon appropriate notice to the Customer.

5. Promotional and other credits offered by the Company in the marketing of its services

cannot be assigned, but must be used by the entity to which they were offered and

that earned them in strict accordance with the terms of the offer.

6. In the event that the Customer has been awarded a promotional credit for subscribing

to the Company service and does not use the service within 12 months following the

date of the Customer's service order, the Company reserves the right to cancel the

credit from the Customer's account and collect the sum involved from the Customer.

The Customer will be responsible for payment of applicable Universal Service Fund

('USF') surcharges, as set forth by the Commission, where such surcharges may be

applied to Customer bills.

The provision of Company's services is subject to and contingent upon the Company

obtaining and retaining such approvals, consents, governmental authorizations, licenses

and permits, as may be required or be deemed necessary by the Company. The Company

shall use reasonable efforts to obtain and keep in effect all such approvals, consents,

authorizations, licenses and permits that may be required to be obtained by it. The

Company shall be entitled to take, and shall have no liability whatsoever for, any action

necessary to bring the services into conformance with any rules, regulations, orders,

decisions, or directives imposed by the Federal Communications Commission or other

applicable agency, and the Customer shall fully cooperate in and take such action as may

be requested by the Company to comply with any such rules, regulations, orders,

decision, or directives.

Should any provision or portion of this Document be held by a court or administrative

agency of competent jurisdiction to be illegal, invalid or unenforceable, the remaining

provisions of this Document will remain in full force and effect.

The subscriber's long distance usage charge is based on the actual usage of Company's

service. Usage begins when the receiver of the called number is answered. The moment

of the called party's answer is determined by hardware supervision in which the local

telephone company sends a signal to the underlying carrier's switch or the software

utilizing audio tone detection. The timing of the call occurs when called party answers

and terminates when either partyhangs up.

The billing increment for all calls, unless otherwise specified, is one minute (60 seconds).

Usage is measured and rounded up to the next billing increment.

Where charges results in fractions of cents, charges will be rounded up to the next whole

cent.

There is no billing for incomplete calls.

Casual Calling Charges will be assessed against callers who do not have an active

account with the Company. Situations in which Casual Calling Charges are assessed

include, but are not limited to situations in which 1) the caller has signed up for the

Company's service, but the Company has not been notified of the caller's selection of the

Company and 2) the caller has requested cancellation of service or has provided

notification to its local telephone company that the caller has switched carriers, but the

caller's line remains designated to the Company.

Company provides switched access, local exchange carrier billed telecommunications

services, which allow Customers to establish a communications path between two

stations by using uniform dialing plans their direct transmission and reception of voice,

data, and other types of communications.

"1 Plus" Long Distance Service is a switched access service, offering Customers

outbound "1 plus" long distance telecommunications services from points originating and

terminating in and between points within the contiguous United States, Hawaii, Alaska

and Puerto Rico/U.S. Virgin Islands.

Calling Card Service permits Customers to charge a principal presubscribed location for

a call placed while the caller is away from the principal location. The Customer may

place calls from any dual tone multi-frequency phone in the contiguous United States or

off-shore United States locations by dialing a toll free number and entering a personal

identification code, followed by the desired telephone number. Calling Card calls appear

on the Customer's monthly long-distance bill.

Rate per minute, all time periods

$0.05

Calls placed to and from locations in the contiguous 48 United States

Access Charge, per call

$1.25

Rate per minute, all time periods

$0.18

A surcharge is added to Customer bills when calling card calls are place using

pay telephones. The pay telephone surcharge is in addition to the calling card

service per call access charge and per minute rate.

Pay telephone access charge

$0.35

Calls placed to and from Off-Shore United States locations.

NPA

Switched

Access

Dedicated

Access

Bahamas

242 $ 0.3200 $ 0.2700

Barbados

246 $ 0.6500 $ 0.6000

Anguilla

264 $ 0.7900 $ 0.7400

Antigua (Barbuda)

268 $ 0.6300 $ 0.5800

British Virgin Islands

284 $ 0.4900 $ 0.4400

Cayman Islands

345 $ 0.4700 $ 0.4200

Grenada

473 $ 0.6600 $ 0.6100

Turks and Cacaos Islands

649 $ 0.6800 $ 0.6300

Montseratt

664 $ 0.7500 $ 0.7000

Saint Lucia

758 $ 0.6700 $ 0.6200

Dominica

767 $ 0.7700 $ 0.7200

Saint Vincent and Gren.

784 $ 0.8000 $ 0.7500

Dominican Republic

809 $ 0.3500 $ 0.3000

Trinidad and Tobago

868 $ 0.7200 $ 0.6700

Saint Kitts & Nevis

869 $ 0.5300 $ 0.4800

Jamaica

876 $ 0.7700 $ 0.7200

Bermuda

441 $ 0.2800 $ 0.2300

Puerto Rico

787 $ 0.7700 $ 0.7200

U.S. Virgin Islands

340 $ 0.7700 $ 0.7200

Calling Card Service, Continued

Pay Telephone Surcharges Continued

A surcharge is added to Customer bills when calling card calls are place using pay

telephones. The pay telephone surcharge is in addition to the calling card service

per call access charge and per minute rate.

Pay telephone access charge

$0.35

Company provides switched access international message telecommunications services,

which allow Customers to establish a communications path between two stations by

using uniform dialing plans.

"1 Plus" International Service ' Switched Access is a switched access service, offering

residential Customers outbound '1 plus' international message telecommunications

services from points originating and terminating in and between points within the

contiguous United States and international points as specified herein.

"1 Plus" International Service ' Dedicated Access is a dedicated access service,

offering

residential

Customers

outbound

'1

plus'

international

message

telecommunications services from points originating and terminating in and between

points within the contiguous United States and international points as specified herein. A

non-switched, dedicated, private-line facility connects the Customer to the Company's

underlying carrier's network, and must be installed prior to subscription to this service.

International Calling Card Service ' is a calling card service enabling residential

customers to make calling card calls to and from locations in the United States, Off-Shore

United States locations and international locations, as specified herein. The Customer

may place calls from any dual tone multi-frequency phone in the United States by dialing

a toll free number and entering a personal identification code, followed by the desired

telephone number. Calling card calls appear on the Customer's monthly long-distance

bill. In addition to per minute call charges; Customers are subject to per call surcharges

as set forth in part 4 of International Calling Card Service charges below.