RENEWAL

     ENHANCED SERVICES BILLING AND INFORMATION MANAGEMENT SERVICES AGREEMENT


This  Enhanced  Services  Billing  and Information Management Services Agreement
(the  "Agreement") is made this 3 day of December 1999 (the "Effective Date") by
                               ---      ---------    -
Enhanced  Services  Billing, Inc. ("ESBI" or "Company"), a Delaware corporation,
whose  principal  address  and telephone number are 7411 John Smith Drive, Suite
200,  San  Antonio,  Texas  78229-4898,  (210) 949-7000, and Telco Billing, Inc.
("Customer"), a Nevada corporation, whose principal address and telephone number
are  9420  E.  Doubletree  C-102,  Scottsdale,  Arizona  85258,  (800) 300-3209.
Customer  and  Company,  and  their affiliates, are sometimes referred to as the
"parties."

                                    RECITALS

WHEREAS, Customer is engaged in the business of providing certain communications
products and services that it desires to bill and collect through Local Exchange
Carriers;  and

WHEREAS, Company has entered into billing and collection agreements with certain
LECs  ("LEC  Agreements")  that allow Company to provide billing and information
management services for Qualifying EMI Billing Records ("Qualifying Records") on
behalf  of  Company's  customers;  and

WHEREAS,  Customer  desires  to  obtain  such billing and information management
services  from  Company  on  the  terms  and  conditions  contained  herein:

NOW,  THEREFORE,  the  parties,  intending  to be legally bound, hereby agree as
follows:

SECTION  1.  DEFINITIONS.
-------------------------
As  used in this Agreement, certain terms have the meanings set forth in Exhibit
"A,"  unless  the  context  requires  otherwise.

SECTION  2.  SCOPE  OF  AGREEMENT.
-------------------------------------
Customer  will  purchase  from  Company and Company will provide, subject to the
terms  and  conditions set forth herein, such terms and conditions being subject
to  the limitations of the LEC Agreements and Coalition Guidelines, the services
described  in  Section  3.  As  Company  enters  into additional LEC Agreements,
Company  will  provide  services to Customer in such areas on the same terms and
conditions  as  contained  herein.

SECTION  3.  BILLING  SERVICES.
--------------------------------
     (a)     Submission  of  EMI  Billing Records("Records"): Customer will
             ------------------------------------ ----------
submit  its  Records to Company for purchase and submission to the LEG. Customer
will submit Records at least once per week that contain adequate information for
Company  and  LEC  to process such Records. In the event Customer cannot satisfy
the  minimum  transmission  volumes  described  in  Section 4.(g), Customer will
submit  its  Records once per month. All costs related to these submissions will
be  borne  by  Customer.
     (b)     Company's  Edits  and  Screens:
             ------------------------------
Following receipt of Customer's Records, Company will process Customer's Records
through  Company's computer edits and screens. Those Records that pass Company's
edits  and  screens will be "Qualifying Records." Those Records that do not pass
Company's edits and screens will be "Company Rejected Records." Company Rejected
Records  will be returned to Customer, and Company will have no other obligation
with  respect  to  Company  Rejected  Records.
     (c)     Submission  to  LECs:  After  passing  Company's edits and screens,
             --------------------
Company  will transmit Customer's Qualifying Records to the appropriate LECs for
billing  and  collection  under  the  LEC  Agreements.
     (d)     Billing  and Collection by LECs: Customer acknowledges that the LEG
             -------------------------------
will  be  solely  responsible  for the billing and collection of the revenue for
Customer's  Qualifying  Records  from  End  Users residing within the applicable
billing  area  of  such  LEC,  subject  to  the  terms, conditions and operating
procedures  contained in each LEC Agreement, the terms of which are incorporated
herein.  Company  will  have  no  billing  or  collection obligations other than
transmission  of  the  Qualifying  Records  to  the  LECs.  Customer  expressly
acknowledges  and  agrees  that  Company is not a debt collector as that term is
used  or  defined in the Federal Debt Collection Practices Act or the Texas Debt
Collection  Act.
     (e)     Printing  of  Customer's  Name  on  End  User's LEC Telephone Bill:
             ------------------------------------------------------------------
Wherever  possible,  Company  will  use  reasonable efforts to cause each LEC to
print Customer's name, along with the associated Qualifying Records, on each End
User's  telephone  bill billed on behalf of Customer. Customer acknowledges that
where  the  LECs  do  not  provide  this  service,


                     COMPANY  CONFIDENTIAL  AND  PROPRIETARY
                                        1
<PAGE>
Customer's  name  will not appear on the End User's telephone bill. In the event
that  an  End User requests Customer's address or telephone number, Company will
provide  such  information  to  requesting  parties.
     (f)     End  User  Inquiry,  Investigation and Credit ("Customer Service"):
             ------------------------------------------------------------------
Company's  Customer Service procedures are set forth in Exhibit "F," as they may
be changed from time to time. Customer agrees that Company has sole and complete
discretion  to  address  any  inquiries addressed to or through it by End Users,
LEGs or regulatory or law enforcement bodies, and Customer agrees to be bound by
Company's  decisions  and to pay any credits, fees and penalties that may result
from  Customer's  Records.
     (g)     Reporting:  Company will provide electronic information and reports
             ---------
to  Customer  via ARRS. The Company may replace or discontinue these services on
thirty  (30)  days'  notice  to Customer. At this time, Company is not providing
written  reports  to  Customer.

SECTION  4.  CUSTOMER'S  OBLIGATIONS.
------------------------------------
     (a)     Cooperation  by  Customer:  Customer will cooperate with Company to
             -------------------------
the fullest extent possible to facilitate the provisioning of services described
in  Section  3 herein. Such cooperation will include, but not be limited to, the
following:
               (i) Supplying Company with Customer's  identification  codes, any
          and all certifications of regulatory  authority necessary for Customer
          to  offer  its  services,  and any  other  information  and  documents
          reasonably necessary or helpful to Company;
               (ii)  Supplying  Company  with  all  technical   information  and
          assistance with testing that may be reasonably necessary or helpful to
          Company in providing its services, as determined by Company;
               (iii) Supplying Company with requested  information on End Users,
          including LOAs and marketing  information within two (2) Business Days
          of Company's request; and
               (iv) Supplying Company with all information  requested by Company
          as set forth in Exhibit "G."
          (b)     Applicable  Approvals  and  Compliance with Law: Customer will
                  -----------------------------------------------
obtain  and  keep  current  all  applicable  federal,  state and local licenses,
Tariffs,  certifications  and approvals and will fully comply with, and has full
responsibility  to  comply  with,  all other applicable federal, state and local
rules, regulations, laws and Tariffs. No provision in this Agreement shall cause
or  be  construed  to  cause  either  party  to  violate any legal or regulatory
requirement.  Customer  certifies  that  all  Records submitted by Customer will
comply  with  the  service provider's certifications and Tariffs in the relevant
jurisdictions  for  that Record and with all applicable state and federal rules,
regulations,  laws  and  Coalition Guidelines. Customer agrees that Company will
assume  no  responsibility  for  such compliance whatsoever and that Company may
discontinue billing without notice for any product that it has reason to believe
does  not  comply  with  applicable rules, regulations and laws or the Coalition
Guidelines. Customer acknowledges that certain LEC billing systems contain edits
and screens that "block" Customer's Records from being billed to End Users until
Company  can  demonstrate  to  such  LECs that Customer has proper authority for
providing  its  services to the End User. Customer further acknowledges that the
LEG  controls  the  timeframe  for  such notification to become effective at the
LEGs.  Therefore,  Company  will  not  be  responsible for processing Customer's
Records  for services provided prior to the LECs removing their regulatory edits
and  screens  from  their  billing  systems.
     (c)     Authorized  Charges:  Customer  will submit Records to Company only
             -------------------
for  services  that  have been properly authorized by End Users, as described in
Exhibit  "G."  Customer  agrees  to  cancel  services for End Users that request
cancellation.  Customer certifies that its Records are supported by a valid LOA.
Customer  agrees  to  timely  provide Company with a valid 39 record (containing
authorization  information)  for  each  Record  submitted.
     (d)     Validation:  Customer  will  validate  all  collect,  third  party
             ----------
and LEC calling card billed Records using the LECs' LIDBs (Line Information Data
Bases)  or  other  alternative  validation  method that complies with applicable
rules,  regulations  and  laws  and  is  acceptable  to the LECs and Company. If
Company  determines  that Customer has not properly validated such Records, then
Company  will  have  the  right,  but  not  the  duty, to validate such calls at
Company's  then  applicable  validation  fee  or  to  reject  such  Records.
     (e)     Completed  Calls:  Customer  warrants that it is in compliance
             ----------------
with  the  FCC's  order  to determine call connection using hardware or software
"answer  detection." Customer further agrees that it will submit to Company only
those  Records  for  calls  that  represent valid, completed calls as defined in
Exhibit
     (f)     Aged Records:  Customer  will  not  submit  Records to Company that
             ------------
are more than one hundred twenty (120) days old or that exceed the "age of toll"
acceptable  by  the  LECs,  whichever  is  less.
     (g)     Minimum  Transmission  Volumes:
             ------------------------------
Customer  will  not  submit  to Company less than Five Hundred Dollars ($500) in
Company  Processing  Fees  per  Library  Code  in  any  single  transmission.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        2
<PAGE>
     (h)     Review of Reporting: Customer will be responsible for reviewing all
             -------------------
reports  and  notices generated by ARRS, ARRS user manuals and other information
posted  to  any  bulletin  board  or  internet  service  maintained  by Company,
transmitted  by  e-mail, mail or otherwise by Company, and for notifying Company
of  any inaccuracies within ninety-one (91) days of the date such information is
made available to Customer. Failure to notify Company of any inaccuracies within
such time period will constitute acceptance thereof. Such reporting will be made
once  under this Agreement. If Customer requests additional copies of electronic
reports,  or  requests  that  electronic  reports  be  produced in printed form,
Customer  agrees  to  pay  Company's  then  prevailing rates for such additional
reports.  Additional charges will be incurred if information has to be retrieved
from archives. Such fees also will apply to material compelled to be produced in
response  to  first-party or third-party requests, including those of regulatory
or  law  enforcement  bodies  or  judicial  rules,  orders or subpoenas. Company
provides  reports,  notices,  user  manuals  and  individual  training to assist
Customer.  New  customers  should  attend  training  on  Company's  systems  and
reporting methods at Company's headquarters within one hundred eighty (180) days
of  the  Effective  Date.
     (i)     Objectionable  Content:  Customer  agrees,  as  a  condition  of
             ----------------------
Company's  performance  under  this  Agreement,  that  Customer  will not submit
Records  for  processing  under  this Agreement that contain or refer to matters
that  are harmful, damaging or against public policy, including, but not limited
to,  products  or  services  that:

               (i)     Explicitly or implicitly refer to sexual conduct;
               (ii)    profane language;
               (iii)   Allude  to  bigotry,  racism,  sexism  or  other forms of
          discrimination;
               (iv)    Are of a violent nature;
               (v)     Through advertising,  content or delivery, are deceptive,
          or may take unfair advantage of minors,  the  elderly  or the  general
          public;
               (vi)    Are publicly accessible, multi-party connections commonly
          known as or "chat" services;
               (vii)   Are  offered  by   Customer  or  its  agents   using box,
          sweepstakes or contest-type entry forms;
               (viii)  Are offered by Customer or negative  option sales offers;
          its agents using
               (ix)    Are 800 pay-per-call services;
               (x)     Are collect callback services;
               (xi)    Are phantom billing  (i.e., charging for calls never made
          or services never provided);
               (xii)   Have not been  properly authorized by End Users,  or that
          Company  determines,  in  its  sole  discretion,  have  had  excessive
          Customer Service or adjustments associated with such services;
               (xiii)  Are   prohibited  by  federal,   state  or  local  rules,
          regulations and laws, Tariffs or the Coalition Guidelines;
               (xiv)  Individual  LECs  exclude  from the types of  services  or
          products for which their  policies  permit them to bill and collect or
          that Company believes, in its sole discretion, will jeopardize its LEG
          Agreements; or
              (xv)    Company  determines,  in  its  sole  discretion,  to  be
          deceptive or anti-consumer.
Notwithstanding  any  other  provision  of this section, the parties acknowledge
that  Company  has  no  reasonable  means  of  determining  the  validity  of or
authorization  for  Records sent to Company for processing under this Agreement,
and  that  Company therefore strictly relies upon Customer to forward only valid
and  authorized  Records  that can be, if necessary, substantiated in a court of
law  or  to a regulatory body. Customer warrants and represents, when submitting
Records  to  Company,  that  such  Records  are  true and correct and accurately
reflect  proper charges legally owed by Customer's End User. Company may, at any
time  during the Tern, cease providing services under this Agreement immediately
upon  notice  to  Customer  as  a  result  of  a  violation  of  this paragraph.
     (j)     No  Other  Billing  Arrangement:
             -------------------------------
Customer  warrants that the Records submitted and to be submitted by Customer to
Company  pursuant to this Agreement are owned by Customer and not subject to any
Claims,  are  not  and  will  not be subject to any other billing and collection
agreement,  have not been billed previously by any method and will not be billed
by  Customer or another party following their submission by Customer to Company.
Notwithstanding  the  above,  Customer  may bill Company Rejected Records or LEG
Rejected  Records  after  the  deficiency  has  been  corrected.  Customer  may
not  double  bill  or initiate secondary collection efforts for any records that
have  billed through the LECs.  Customer has made a reasonable investigation and
is  not  aware  of  any  impediment  to  its  entering  into  this  Agreement.
     (k)     LEC  Billing  Compliance:  Customer  will  conduct  business  in
             ------------------------
accordance  with  all  policies  and  guidelines  of  those LECs responsible for
billing  and  collecting  Customer's  Qualifying  Records.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        3
<PAGE>
     (1)     Company  Anti-Cramming  Consumer  Protection Standards of Practice:
             ------------------------------------------------------------------
Customer  will  comply  with  the  Company  Anti-Cramming  Consumer  Protection
Standards  of  Practice  set  forth  in  Exhibit  "G"  of this Agreement and the
Coalition  Guidelines,  as  they  may  be  revised  from  time  to  time.
     (m)     Payment  of  Amounts  Due Company: Customer will pay to Company any
             ---------------------------------
amounts determined by Company to be due Company by Customer under this Agreement
or  any  other agreement between the parties within ten (10) days of the date of
invoice by Company. Time is of the essence for such payments. Company may offset
any  amounts Customer or its affiliates owe Company or its affiliates under this
Agreement  or  any  other  agreement between the parties without notice. After a
period  of  thirty (30) days from such invoice date, interest on unpaid balances
will  accrue  at  the  lower  of eighteen percent (18%) per annum or the highest
legal  rate  allowed  by law. Customer further agrees that timely payment of all
amounts  due  Company  will  be  its  sole  responsibility.
     (n)     Attorneys'  Fees,  Costs  and  Expenses: Company also will have the
             ---------------------------------------
right  to  collect  from  Customer  all  attorneys'  fees,  costs  and  expenses
(including  in-house  legal services) incurred in collection of any amounts owed
by  Customer.

SECTION 5.  TERM  OF  AGREEMENT.
-------------------------------
The  initial  term of this Agreement will backing on the Effective Date and will
("Initial  Term")  unless  terminated  in  accordance  with  the  terms  of this
Agreement.  Following  the Initial Term, this Agreement will renew automatically
for  successive  periods  of  one (1) year ("Renewal Term") unless terminated by
written  notice  of  non-renewal from either party delivered at least ninety-one
(91)  days  prior to the scheduled expiration date. The Initial Term and Renewal
Terms  will  constitute  the  "Term."

SECTION  6.  LEC  RELATED  PAYMENTS,  FEES  AND  ASSESSMENTS.
-----------------------------------------------  -----------
     (a)     Payment  by  LECs:  Each  LEC  makes  payments  to  Company  for
             -----------------
Qualifying  Records purchased from Company in accordance with the LEC Agreement.
Company  will  not be responsible for payment to Customer of any funds collected
by  a  LEC  but  not  distributed  to  Company.
     (b)     Amount  Distributed  by  LECs:  Customer  acknowledges  that  each
             -----------------------------
LEG  distributes  to Company the gross amount of Qualifying Records purchased by
the  LEC  and  then  the LEC or Company deducts the then-applicable Assessments.
     (c)     Assessments:  Customer  acknowledges  that  Company  is and will be
             -----------
bound  by  the  terms  of the LEC Agreements with respect to each LEG's right to
deduct or to reduce its collectible funds for (i) the amount of LEG-related fees
and  costs  associated  with  processing Customer's Qualifying Records, a recent
list  of  which has either been disclosed or made available to Customer (subject
to  change  without notice to Customer), (ii) any Short-term Dilution, (iii) any
Post-billing  Adjustments  or Credits, (iv) any reserve for anticipated Bad Debt
("Bad  Debt  Reserve"),  (v)  any  periodic  reconciliation between the Bad Debt
Reserve  and  the actual Bad Debt realized by the LECs ("Bad Debt True-up"), and
(vi)  any  other related Assessments. In addition, Customer will) be responsible
for  any  data  transmission, data transmission correction, or distribution fees
incurred  in  the  delivery  or  receipt of Customer's Records and for any other
charges  related  to billing and collecting Customer's Records. Customer further
agrees  that  payment of all amounts described in this Section 6.(c) will be its
sole  responsibility and that Company may withhold such amounts from payments to
Customer. Should such amounts exceed the amounts due Customer, such amounts will
be  due  and  payable  by  Customer to Company in accordance with Section 4.(m).
     (d)     Bad  Debt Reserve:  Company  will  hold  back  or cause the LECs to
             -----------------
hold  back an amount estimated to be sufficient to set off any Bad Debt that may
be  determined  after  the  date  Company  makes  its  payment  to  Customer for
Customer's  Qualifying  Records  billed and collected by the LEG. Initially, any
Bad  Debt  Reserve  withheld  by  the  LEC  generally  will be passed through to
Customer  on  the  same percentage or the same amount as Company was assessed by
the  individual LECs. However, once sufficient data becomes available to Company
to  enable  Company  to  determine  a  specific Bad Debt history attributable to
Customer,  the  Bad Debt Reserve may be increased based on Customer's historical
Bad  Debt  Amounts,  Customer  Service,  adjustment  levels and other factors. A
schedule  setting forth the past twelve months' average Bad Debt Reserve by each
LEG  will  either  be  disclosed  or  made  available  to  Customer.
     (e)     Monthly  LEC  Bad  Debt  True-up:  Usually between six and eighteen
             --------------------------------
(6-18)  months  after  Company submits Customer's Qualifying Records to the LECs
for  billing  and  collection,  the  LECs  and Company will determine the actual
amount  of  Bad  Debt and true up the difference between this amount and the Bad
Debt Holdback Reserve. Company will provide Customer monthly reports on Bad Debt
True-ups  for  these  differences.  If the amount of these true-ups is positive,
Company will remit such amount to Customer on a regularly scheduled payment date
after  Company receives the true-up amount from the LECs. If the amount of these
true-ups  is  negative,  Company  will collect  such  amounts  from  Customer in
accordance  with  Section  4.(m).


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        4
<PAGE>
     (f)     Customer  Service:     Customer  understands  that each LEC has its
             -----------------
own  policies  regarding  assessment of credits, fees and penalties for Customer
Service,  in  addition  to  those  covered  by  rules, regulations, laws and the
Coalition  Guidelines,  and  Customer agrees to be bound by such policies and to
pay  such  credits,  fees  and  penalties  in  accordance  with  Section  4.(m).
     (g)     Allocation Method:  Customer acknowledges that Company is unable to
             -----------------
fully  document  or match all Assessments to specific customers and that Company
will  use  an  allocation  method  for such Assessments to determine amounts due
under  this  Agreement  when  Customer-specific  information  is  not matched or
available  from  the  LECs.

SECTION     7.     COMPANY  RELATED  ASSESSMENTS.
-------------------------------------------------
     (a)     Assessments.  In  addition  to  the  LEC  Assessments  set forth in
             -----------
Section  6,  Customer  agrees to pay to Company, and Company may deduct from any
amounts  received  by  the  Company  from  the  LECs  on behalf of Customer, the
following  Company
Assessments:

          (i)     A  billing  and  information  management service fee ("Company
     Processing  Fee")  for each  Qualifying  Record  submitted  to the LECs for
     billing and  collection  by Company,  as  specified in Exhibit "C." Records
     rejected  by the LECs,  through no fault of Company,  and Records  that are
     resubmitted  to  the  LECs,  will  be  charged  the Company Processing Fee;
          (ii)    A  Basic  Customer  Service  Fee  as specified in Exhibit "C";
          (iii)   An  additional Customer Service fee for each  Customer Service
     that  exceeds the allowed  percentage,  as described in Exhibit "C," of the
     number of Qualifying  Records for each Library Code processed by Company on
     behalf of Customer each month;
          (iv)    Any credit amounts refunded to End Users by Company's Customer
     Service,  along with any LEC charges associated with making such refunds to
     End Users;
          (v)     A charge,  as  specified in Exhibit "C," for any submission of
     Records that contains less than the minimum volume  requirements of Company
     for each Library Code;
          (vi)    An  initial  set-up  fee,  as  described  in  Exhibit "C," for
     Company's ARRS;
          (vii)   An  Additional  Customer  Identification Code (subCIC) Fee, as
     described in Exhibit "C";
          (viii)  Any  credits,  fees and penalties that may result from Company
     or LECs addressing inquiries from  various  regulatory  or law  enforcement
     bodies;
          (ix)    Any Customer Service functions  (other than  Customer  Service
     specifically  covered by Exhibit "F") or special  programming tasks will be
     handled  on  a  time  and  cost  basis  at  the  then  current  rate;
     (b)     Reserves and True-ups for Short-term Dilution. Company will reserve
             ---------------------------------------------
an amount for Short-term Dilution based upon Customer's prior history pertaining
to  Short-term  Dilution and the regulatory environment. Company may recalculate
Customer's historical experience quarterly from its prior three months' results.
Until  such history can be determined for Customer, Company will reserve one and
one-half  percent (1.5%) from the amount due to Customer. Company may adjust the
reserve  and  Company  then  will  return excess amounts to Customer or withhold
additional  amounts  as  may  be  required to satisfy these liabilities from the
amounts  due  to  Customer.
     (c)     Collateral.     As  collateral  for all obligations now existing or
             -----------
hereafter  arising from Customer to Company, Customer hereby grants to Company a
security  interest  in all the following property of Customer, whether now owned
or  hereafter  acquired  or  created,  and  all  proceeds  and products thereof:
               (i)     All  amounts  paid, and all amounts owing, by each LEC to
          Company on accounts of Customer's Qualifying Records;
               (ii)    All  accounts  owing from an End User to Customer arising
          from services  which  give  rise  to  Customer's  Qualifying  Records;
               (iii)   All rights of and  proceeds  due Customer relating to all
          billing and  collection,  record  processing,  operator  services  and
          related communications services agreements;
               (iv)    All amounts  deposited by Customer with Company  pursuant
          to paragraph 13.(b) hereof;
               (v)     All  amounts  owing  and  all  amounts  to  be owing from
          Company to Customer; and
               (vi)    All  of  Customer's accounts with End Users, existing now
          or arising hereafter.

SECTION  8.  PAYMENTS  TO  CUSTOMER.
-----------------------------------



                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        5
<PAGE>
     (a)     Determination  of  Customer:   Company  will  determine  Amount Due
             --------------------------
the estimated amount collected by each LEC for Customer's Qualifying Records and
deduct all assigned and allocated Assessments and Taxes of the LECs and Company.
If  the amount due Customer is not sufficient to satisfy these Assessments, then
Customer  will  pay  the difference to Company in accordance with Section 4.(m).
     (b)     Payment  Schedules:    Company  will  advance  to  Customer  the
             ------------------
estimated  amount  determined  under  paragraph  8.(a) above under the following
schedule:  Fifty  percent  (50%)  of  the amount determined on the first Tuesday
after the sixtieth (60~') day from the date Company receives Customer's Records;
fifty  percent  (50%)  of  the remaining balance of the amount determined on the
first  Tuesday  after  the  ninetieth  (90~") day from the date Company receives
Customer's  Records;  and  the remaining balance of the amounts so determined on
the  first  Tuesday  after  the  one hundred twentieth (l20~") day from the date
Company  receives  Customer's  Records;  provided, however, that if Customer has
ceased  doing  business  for  three  (3)  Business  Days;  is  the  subject of a
bankruptcy  proceeding;  has  a  receiver,  trustee  or custodian appointed over
substantially  all  of  Customer's assets; fails to make any deposit required by
paragraph 13.(b); undergoes a change of control or executive management; submits
Records,  the dollar value of which does not exceed estimated Assessments; or if
Company has reasonable grounds to believe that Assessments may exceed any amount
owing or to become owing from Company to Customer, Company may withhold payments
to  Customer or Company may make payments to Customer in accordance with Section
13.(b).  If  the  amount  owing  to Customer is determined to be insufficient to
satisfy  these  Assessments, then Customer will pay the difference to Company in
accordance  with  Section  4.(m).
     (c)     Method  of  Payment:   Company  will  make all advance payments and
             -------------------
final  payments  due  Customer  using  ACH  wire transfer on the Payment Date as
described  in  Section  8.(b)  herein.
     (d)     Accounting  for  Funds:    Funds  received  from  the  LECs  for
             ----------------------
Customer's  Qualifying  Records,  less applicable Assessments, will be deposited
and held by Company in a common account until such time as the amount determined
to  be due Customer is paid. Company will maintain an accounting via the ARRS of
the  balance  owing  or  to  be  owing  by  Company  to Customer of such amounts
deposited  and.  held  by  Company.

SECTION  9. TAXES.
-----------------
     (a)     Calculation  of  Communications  Taxes:    Customer  acknowledges
             --------------------------------------
that  it  is  responsible  for compliance with all taxing requirements. Customer
will promptly notify Company of any tax or any other tax-like surcharges and the
associated  rates  that apply to Customer's Records in any specific jurisdiction
and  indicate  such  on  each Record submitted to Company. Either Company or the
LEGs will use reasonable efforts to assist Customer in calculating the following
taxes  that  may  be  applicable to MTS calls: federal excise tax, any state and
local  sales  taxes,  gross receipts tax or tax-like charges, foreign intrastate
tax,  any state or federal universal service taxes or assessments, and any other
standard toll communications sales or use taxes (" Taxes"). Any error by Company
or the LECs in calculating the applicable Taxes will not relieve Customer or End
Users  of  their  responsibility  to  pay  all  applicable  Taxes.
     (b)     Billing  and  Collection  of  Taxes:  Company  will  use reasonable
             -----------------------------------
efforts to cause the LECs to bill End Users for all Taxes when Customer provides
taxing  information.  Customer acknowledges that Company is merely arranging for
the billing and collection of Taxes, and in no event will Company be entitled to
retain  or  receive  from  Customer,  or from any End User, any statutory fee or
share  of  Taxes  to  which the person collecting the same may be entitled under
applicable  law  to  the  extent  permitted  by  law.
     (c)     Tax  Exempt  Status for End Users: Company will have the authority,
             ---------------------------------
on  behalf  of  Customer, to authorize the LECs to calculate Taxes and establish
the  tax  exempt  status  of  End Users in the same manner as the LECs calculate
Taxes  and  establish such status for their End Users. If Customer's Records are
exempt  from Taxes or tax-like charges, Customer will so indicate on each Record
submitted  to  Company.
     (d)     Filing  and  Payment of Taxes: Based upon information calculated by
             -----------------------------
Company  or  received  from  the LECs with respect to Taxes assessed, billed and
collected  by the LECs, Company will assist Customer in preparing and will file,
on  behalf  of  Customer where permitted, with the applicable taxing authorities
returns  covering Taxes, and will, on behalf of Customer, but only to the extent
of  amounts  otherwise owing from Company to Customer, advance and remit to such
taxing authorities all Taxes owed thereto. Customer acknowledges that Company is
required  by  some  states  to  provide an affidavit, executed by Customer, that
allows  Company  to  file  and  remit the applicable taxes on Customer's behalf;
therefore,  Customer  will  return the "Authorization to Act as Customer's Agent
for  Certain  Tax  Matters" form to Company upon Company's Request. Upon written
request,  Company will provide to Customer copies of any and all tax returns and
other  applicable information relating to the payment of Taxes by Company within
thirty  (30)  days  after  being  filed.
     (e)     Hold  Harmless:  Customer  will  indemnify and hold Company and its
             --------------
employees,  agents  and  representatives  harmless  from  and  against any Claim


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        6
<PAGE>
EVEN  IF  CAUSED,  IN  WHOLE  OR IN PART, BY COMPANY'S OWN NEGLIGENCE, BREACH OF
--------------------------------------------------------------------------------
CONTRACT  OR  OTHER  MISCONDUCT  (including,  without  limitation,  reasonable
-------------------------------
attorneys'  fees and expenses and court costs) relating to or arising out of any
Taxes, penalties, interest, additions to tax, computations of tax, surcharges or
other amounts that Company may  be  subject  to  or incur on behalf of Customer.
Company agrees to assist Customer  with  tax audits related to this Section, and
Customer shall give Company  the  option to participate in such audits.  Even if
Company or its representatives  assist  Customer with such audits, Company shall
have  no  liability  to  Customer  relating  to  any  tax assistance provided to
Customer  under  this  section.
     (f)     Billed  Taxes: Customer will be responsible for the payment of
             -------------
any  additional  Taxes  or  tax-like charges, excluding federal and state income
Taxes,  assessed  against Company based on the revenues collected by Company for
Customer's  Qualifying  Records  ("Billed  Taxes").
     (g)     Calculation  of  Special  Taxes:
             -------------------------------
Customer  will be responsible for calculating and adding to the charge amount in
all  Records,  prior  to  submission,  those  Taxes  specifically  applicable to
Customer's  Enhanced Telecommunications Services ("ETS") other than the standard
communications  taxes  described  in Section 9.(a) herein ("Special ETS Taxes").
     (h)     Filing  and  Payment  of  Special  ETS
             --------------------------------------
Taxes:  Customer  will  prepare, file and pay in a timely manner all Special ETS
Taxes  due  and owing to the applicable taxing authorities. At Company's written
request,  Customer  will  provide Company with copies of any and all tax returns
and  other  applicable  information relating to the calculation, application and
payment  of  Special  ETS  Taxes.

SECTION  10.  PROTECTION  OF  CONFIDENTIAL  INFORMATION.
--------------------------------------------------------
As  used  herein,   "Confidential   Information"   will  mean  (a)   proprietary
information,  (b)  information  marked or designated  by either  party,  in good
faith,  as  confidential,(c)   information   otherwise  disclosed  in  a  manner
consistent  with its  confidential  nature,(d)  the terms and conditions of this
Agreement and(e)  information of one party submitted to a second party,  whether
or not in written form and whether or not  designated as  confidential,  that is
known or should  reasonably  be known by the  other  party as being  treated  as
confidential.  The parties  acknowledge  that,  as a result of the  provision of
services  pursuant  to this  Agreement,  Confidential  Information  that  may be
confidential or proprietary to each party must or may be disclosed to the other.
Each  party  hereby  agrees  that it will  make no  disclosure  of  Confidential
Information  provided under this Agreement  without the prior written consent of
the other  party.  Additionally,  each party will  restrict  disclosure  of such
information  to its own  employees,  agents or  independent  contractors to whom
disclosure  is  reasonably  required.  Such  employees,  agents  or  independent
contractors  will use  reasonable  care,  but not less  care  than they use with
respect to their own information of like character, to prevent disclosure of any
Confidential Information. Nothing contained in this Agreement will be considered
as granting or  conferring  rights by license or otherwise  in any  Confidential
Information  disclosed.  Notwithstanding the foregoing, Company may, in its sole
discretion, without notice or written consent of Customer, disclose information,
including  Confidential  Information,  to any state or federal regulatory or law
enforcement  agency  requesting  information.

SECTION  11.  EXCUSED  PERFORMANCE.
-----------------------------------
Except  for  payment  of  obligations  or  compliance  with  applicable  rules,
regulations  and  laws, Customer will be excused from performance, and will have
no liability for failure to perform, for any period and to the extent that it is
prevented, hindered or delayed from performing any services or other obligations
under  this  Agreement,  in  whole or in part, as a result of acts, omissions or
events  beyond  the reasonable control of Customer. Company will be excused from
performance,  and  will have no liability for failure to perform, for any period
and  to the extent that it is prevented, hindered or delayed from performing any
services  or  other  obligations under this Agreement, in whole or in part, as a
result  of  acts,  omissions or events beyond the reasonable control of Company,
including  by  way  of  illustration  and  not  limitation, acts or omissions of
Customer  or  the  LECs,  third  party nonperformance, failure or malfunction of
computer  or  communications  hardware,  equipment  or software, breach or other
nonperformance  by  Company's  vendors and suppliers, strikes or labor disputes,
riots,  war,  fire,  acts  of  God  or  governmental  laws  and  regulations.

SECTION  12.  LIMITATION  OF  LIABILITY  AND  INDEMNITY.
-------------------------------------------------------
     (a) Company makes no warranties or  representations  regarding its services
except as specifically stated in this Section l2.(a).  Company will use due care
in processing  all work  submitted to it by Customer and agrees that it will, at
its  expense,  correct  any errors  that are  solely due to errors by  Company's
employees or agents ("Error  Correction").  Error  Correction will be limited to
reprocessing  Customer's Records.  Company will not be responsible in any manner
for  failures  of, or errors in,  proprietary  systems  and  programs,  nor will
Company be liable for errors or failures of Customer's  software or  operational
systems.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        7
<PAGE>
THIS  WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES. AND CUSTOMER
--------------------------------------------------------------------------------
HEREBY  WAIVES  ALL  OTHER  EXPRESSED.  IMPLIED OR STATUTORY, INCLUDING, BUT NOT
--------------------------------------------------------------------------------
LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
--------------------------------------------------------------------------------
Should  there  be  any  failure in performance or errors or omissions by Company
with  respect  to  the Qualifying Records being processed and being submitted to
the  LECs  for  billing  and  collection, Company's liability will be limited to
using  reasonable  efforts  to correct such failure. In no event will Company be
liable  to  Customer  or ally third parties (including Customer's End Users) for
any  Claim,  even  if Company has been advised of the possibility of such Claim.
     (b)     Due  to  the  nature  of  the  services being performed by Company,
Customer  agrees that in no event will Company be liable for any Claim caused by
Company's  performance  or  failure to perform hereunder that is not reported by
Customer  in  writing to Company within ninety-one (91) days of such performance
or  failure  to  perform.
     (c)     Customer  will indemnify and save harmless Company from and against
any  Claim  asserted against Company by third parties arising from or related to
(customer's  provision  of  the  services provided under this Agreement.  Should
Customer  act  as  an  agent for a third party and forward billing to Company or
should  Customer purchase billing from a third party and forward such billing to
Company, Customer shall remain solely responsible to and for such third parties.
Customer  agrees to protect, indemnify and hold harmless Company for any and all
claims  by  third  parties  regarding  such  third parties' billing forwarded to
Company  by  Customer.  Customer  also  will indemnify and save harmless Company
from  and  against  any  Claim asserted against Company by third parties and any
assessments  or  fined  levied against Company by any state or federal agency or
law  enforcement  officer,  plus  any  attorneys'  fees  and expenses (including
in-house  legal  services),  arising from or related to any charges submitted by
Customer,  including  without  limitation,  for unauthorized charges or false or
inaccurate  information  provided  by  Customer  to  Company,  or any failure of
Customer  to  comply with legal or regulatory requirements, the requirements set
forth  in  Exhibit  "G"  of  this  Agreement  or  tie  Coalition  Guidelines.
THIS  INDEMNITY IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT
--------------------------------------------------------------------------------
IS ALLEGED OR PROVED THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED AS
--------------------------------------------------------------------------------
A WHOLE OR IN PART BY ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF
--------------------------------------------------------------------------------
CONTRACT,  INTENTIONAL  CONDUCT,  VIOLATION 0F  STATUTE OR COMMON LAW, BREACH OF
--------------------------------------------------------------------------------
WARRANTY,  PRODUCT  DEFECT,  STRICT LIABILITY OR ANY OTHER CONDUCT WHATSOEVER OF
--------------------------------------------------------------------------------
THE  COMPANY.
------------
     (d)     Notwithstanding anything to the contrary  in  this  Agreement,  the
liability  of  Company  in  any  and  all  categories and for any and all Claims
arising  out  of  this  Agreement or out of any act or omission relating thereto
will,  in  the  aggregate,  not  exceed  one  (1)month's  average  of  Company's
Processing  Fees  charged  to Customer over the twelve (12) months preceding the
date  on  which  the  damage  or  injury  is alleged to have occurred; provided,
however,  that  if  this Agreement has not been in effect for twelve (12) months
preceding  such  date, then over such fewer number of preceding months that this
Agreement  has  been  in  effect. WITHOUT IN ANY WAY LIMITING THE APPLICATION OF
                                  ----------------------------------------------
THIS  SECTION.  THE RIGHT TO RECOVER DAMAGES  UNDER  THIS  PARAGRAPH CONSTITUTES
--------------------------------------------------------------------------------
CUSTOMER'S  EXCLUSIVE ALTERNATIVE  REMEDY IN THE EVENT THAT THE ERROR CORRECTION
--------------------------------------------------------------------------------
DESCRIBED  ABOVE OR ANY OTHER CONTRACTUAL REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
--------------------------------------------------------------------------------
     (e)     Under  no  circumstance  will  Company  be  liable  to Customer for
special,  incidental,  indirect,  consequential  or  punitive,  exemplary  or
additional damages, including, but not limited to, any lost profits or revenues.
     (f)     The  limitations  on  liability set forth herein shall not apply to
personal  injury,  bodily  injury  or  death  or  loss  of or damage to tangible
property.
     (g)     Waiver  of  Consumer  Rights:
             -----------------------------
Customer  waives its rights under the Texas Deceptive Trade Practices - Consumer
Protection  Act,  Section  17.41  et  seq., Business & Commerce Code, a law that
gives  consumers  special  rights  and  protections.  After consultation with an
attorney  of  its  own  selection, Customer voluntarily consents to this waiver.

SECTION  13.  EXPIRATION  OR  TERMINATION.
------------------------------------------
     (a)     Payment  Upon   Expiration  or  Termination: Upon the expiration or
             -------------------------------------------
termination  of  this Agreement for any reason, Customer agrees to satisfy, when
or  before  due,  its  obligations  under  this  Agreement.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        8
<PAGE>
     (b)     Deposit  for  Charges:  Customer  acknowledges  that  certain
             ---------------------
Assessments  and any other  related  charges are not  determined  by the LECs or
Company for a period of up to eighteen (18) months after the final processing of
Customer's Records.  Customer further acknowledges that payment of these amounts
to Company will be its sole responsibility.  At the expiration or termination of
this  Agreement  for any reason,  Customer  will  deposit with Company an amount
equal to two and  one-half  percent  (2.5%) of the  amount of  Customer's  gross
billings  for the prior twelve (12) month period, or such other amount necessary
to satisfy such  Assessments as determined by Company,  in its sole  discretion,
based on Customer's prior history and the regulatory environment. Such deposited
amount will be used by Company to pay  Assessments.  Each quarter,  Company will
re-examine  the amount of funds  deposited and make such  adjustments as Company
estimates may be necessary to satisfy the  aforementioned  assessments.  Company
will  provide  Customer  with reports  reflecting  Assessments  attributable  or
allocated to Customer on the same and  consistent  method as Company  determines
such Assessments for all of its customers.  Eighteen (18) months after the Term,
Company will return all unused amounts to Customer.
     (c)     Remaining  Liability:  Notwithstanding  the  foregoing,  the
             --------------------
deposit  of such amounts does not relieve or waive Customer's responsibility and
obligation to pay its obligations to Company, including, without limitation, any
and  all  Assessments associated with billing and collecting its Records. In the
event  such  Assessments  exceed  the amount of the deposit described in Section
13.(b),  Customer  will remit to Company such additional amounts as are required
to  satisfy  Customer's  obligations  under  this  Agreement  in accordance with
Section  4.(m).
     (d)     Savings  Clause: Except as otherwise provided herein, expiration or
             ---------------
termination  of this Agreement will terminate all further rights and obligations
of  the  parties  hereunder,  provided  that:
          (i)     Neither  party  will be relieved of its respective obligations
     to  pay  any sums of money due or to become due or payable or accrued under
     this Agreement;
          (ii)    If such  expiration  or  termination  is a result of a default
     hereunder or a breach  hereof by a party,  the other party will be entitled
     to pursue any and all tights and remedies it has to redress such default or
     breach in law or equity; and
          (iii)   The  provisions of this Agreement and each party's obligations
     hereunder  which by their  nature or context  are  required  or intended to
     survive,  including but not limited to Sections 4, 6-10,  and 12-29 hereof,
     will  survive and remain in full force and effect after the  expiration  or
     termination of this Agreement.
     (e)     Early Termination of Extended Term Agreement:  If Customer elects a
             --------------------------------------------
multi-year  Initial  Term  and  Customer  terminates  or breaches this Agreement
before  the  expiration  of the full Initial Term, Customer will pay Company for
all  Records  processed  during the Term, at the one-year Company Processing Fee
rates  set  forth  in  Exhibit  "C,"  plus ten percent (10%), in accordance with
Section  4.(m).

SECTION  14.  DEFAULT  AND  REMEDIES.
------------------------------------
(a)     Default:  Either  party  will  be  in  default  hereunder  if  it:
        -------
          (i)     Fails to make any payment  specified  hereunder when or before
     due  and  such  failure  continues  for  five  (5)  Business Days after the
     effective date of written notice;
          (ii)    Breaches  any other  covenant or undertaking contained in this
     Agreement  and fails to remedy such breach  within  thirty (30) -days after
     written  notice  thereof  -from  the  non-defaulting   party,  unless  this
     Agreement specifically provides otherwise;
          (iii)   Is in default of any of the  provisions of Addendum A or B and
     such failure  continues for five (5) Business Days after the effective date
     of written notice;
          (iv)    Submits  Records  to  Company  for services that have not been
     properly authorized by End Users;
          (v)     Submits  Records to Company  that Company believes, in is sole
     discretion, generate excessive Customer Service;
          (vi)    Files,  or  there  is  filed  against  it,  any  voluntary  or
     involuntary  proceeding  under the Bankruptcy Code,  insolvency laws or any
     laws  relating  to  relief  of  debtors,   adjustment  of  indebtedness,
     benefit of reorganizations, compositions or extensions, makes an assignment
     for the  creditors,  dissolves,  ceases to conduct  business  for three (3)
     Business Days,  declares  that it is unable to pay its debts as they mature
     or admits in writing its  inability to pay its debts as they mature or if a
     receiver,  trustee  or  custodian  is  appointed  over,  or  an  execution,
     attachment or levy is  made  upon, all or any material part of the property
     of such party;
          (vii)   Attempts  to assign  its  rights  and  obligations  under this
     Agreement without the prior written consent of Company; or
          (viii)  Fails to  comply  with  any of the  obligations  set  forth in
     Exhibit "0" to this Agreement
     (b)     Remedies: In the event of any default hereunder, and in addition to
             --------
any other remedies it may have under this Agreement,  the  non-defaulting  party
will have the following rights and remedies:
          (i)     To  terminate  or  cancel  this  Agreement,  subject  to  the
     provisions  of Section  13.(d),  by giving  written  notice  thereof to the
     defaulting  party;


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        9
<PAGE>
          (ii)    To  declare  all  amounts  due  under  this Agreement from the
     defaulting  party to the  non-defaulting  party to be  immediately  due and
     payable,  including attorneys' fees, costs and expenses (including in-house
     legal services)  incurred or that may be incurred in the collection of such
     amounts;
          (iii)  Company may withhold, set off and retain, until all obligations
     of Customer to Company  have been  satisfied  in full,  any and all amounts
     that may  otherwise  be due and payable to Customer  or any  affiliates  of
     Customer  under this Agreement or any other contract with Company and apply
     Such  amounts to any balance due or to become due from Customer to Company;
          (iv)    Company  may  suspend  its  performance  of  this  Agreement
     immediately upon  notice to Customer if Customer is in breach or default of
     this or any other agreement between the parties;
          (v)     All  rights  and  remedies  allowed  by the applicable Uniform
     Commercial Code except as limited by Section 12 above;
          (vi)    All  other  tights  and remedies allowed by this Agreement and
     under applicable law except as limited by Section 12 above; and
          (vii)   All  tights  and  remedies  will  be  cumulative  and  can  be
     exercised separately or concurrently.

SECTION  15.  ASSIGNMENT.
------------------------
     (a)     Neither  party  will  assign  any  right  or  obligation under this
Agreement  without  the  other party's written consent. Any attempted assignment
will  be  void.
     (b)     Assignment  to  Affiliates:
             ---------------------------
Notwithstanding  Section  l5.(a), Company may assign this Agreement, in whole or
in  part,  to:

          i)     A parent corporation;
          ii)    Any company into which Company may merge or consolidate or that
          acquires substantially all of its assets or stock; or
          iii)   A wholly owned affiliate or the parent corporation that is of a
          financial standing  equal to or greater  than that of the  assignor.
Any  assignment  under this  subsection  (b) shall not  require  the  consent of
Customer, but Company shall provide written notice to the Customer within thirty
(30) days of such assignment.
     (c)     Generally:  All  tights,  obligations,  duties and interests of any
             ---------
party under  this  Agreement  will inure to the benefit of and be binding on all
successors  in  interest  and  assigns  of  such  party  and  will  survive  any
acquisition, merger, reorganization or other business combination to which it is
a  party.

SECTION  16.  NOTICES  AND  DEMANDS.
------------------------------------
Except  as  otherwise  provided  in  this  Agreement,  all  notices, demands and
requests  given by any party to the other party will be in writing and be deemed
to  have  been  duly given on the date: (i) delivered in person, and for which a
receipt for such delivery will be obtained; (ii) of the return receipt for those
sent  postage  prepaid  in  the  United  States  mail via Certified Mail, Return
Receipt  Requested,  or  three  (3)  Business Days after being mailed by regular
mail;  (iii)  received  from a national overnight delivery service; (iv) sent by
facsimile  transmission to the recipient's facsimile. machine, provided that the
receiving machine delivers confirmation to the sender and receipt is verified by
telephone,  with an extra copy immediately following by first-class mail; or (v)
notice  is  posted  and  made  available to Customer through electronic media as
described  in  Section  3.(g)  or  to Customer's designated e-mail address. Such
notice. shall constitute written notice. Customer assumes the duty to check such
media  on  a  regular  basis.  The  following  addresses  shall  be used for the
respective  forms  of  notice  and  maybe  changed  by  giving  notice.

If  to  Company:

Enhanced  Services  Billing,  Inc.
Attention:  President
7411  John  Smith  Drive,  Suite  200
San  Antonio,  Texas  78229-4898
Telephone:  (210)  949-7000
Fax:  (210)  949-7100

With  a  copy  to:  General  Counsel,  by  certified  mail to the above address.

If  to  Customer:

Telco  Billing,  Inc.

Attention:  William  O'Neal,  President
4840  E.  Jasmine  St.  #105
Mesa,  AZ  85205

Telephone:  (480) 654-9646  ext.  234
Fax:  (602) 860-0800

E-mail  Address:  bill.oneal@yp.net


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        10
<PAGE>
SECTION 17.  NO THIRD-PARTY  BENEFICIARIES.
-------------------------------------------
This  Agreement  will  not  provide  any  person  or  entity not a party to this
Agreement  with  any remedy, claim, liability, reimbursement, cause of action or
other  tight.

SECTION  18.  EMPLOYEES.
------------------------
Customer  acknowledges  that  Company's  success  in  its  industry  is  largely
dependent  on  the  performance  of  its  personnel  and  that  Company  expends
substantial  resources in connection with employment and training.  Accordingly,
Customer  will  not  hire  or  retain,  either as an employee or contractor, any
person  who  was  a Restricted Employee of Company at any time during the twelve
(12) month period preceding such hiring or retention without the advance written
consent of Company.  "Restricted Employee" of Company is any. Employee  or third
party  contractor  of  Company  that has signed a non-competition or restrictive
covenant,  except  a  member  of  the  clerical staff.  This undertaking by both
parties  will  be deemed an essential element of this Agreement and will survive
its  termination.

SECTION  19.  RELATIONSHIP  OF  THE  PARTIES.
---------------------------------------------
In  furnishing  services  to  Customer, Company is acting only as an independent
contractor.  Except  as  expressly set forth in this Agreement, Company does not
undertake  by this Agreement or otherwise to perform any obligation of Customer,
whether  regulatory  or  contractual,  or  to  assume  any  responsibility  for
Customer's business or operations. This Agreement will not be deemed to create a
partnership,  joint  venture,  agency  or  fiduciary  relationship  between  the
parties.

SECTION  20.  GOVERNING  LAW  AND  VENUE.
-----------------------------------------
This Agreement will be governed and construed in accordance with the laws of the
State  of  Texas, without regard to the choice of law rules of Texas. Except for
the  arbitration  proceedings  provided  for  herein, exclusive jurisdiction and
venue  over  any  and  all matters of dispute arising under or by virtue of this
Agreement  or  between  the  parties  will  rest  in the state or federal courts
located  in  Bexar  County,  Texas.

SECTION  21.  ENTIRE  AGREEMENT.
--------------------------------
This  Agreement,  including  all  exhibits  and  attachments,  each  of which is
incorporated  herein,  constitutes the en(ire agreement between the parties with
respect  to  the  subject  matter  hereof  and  supersedes  all  prior  and
contemporaneous  representations,  understandings or agreements, whether oral or
written,  relating  to  the  subject  matter  hereof.

SECTION  22  AMENDMENTS:  WAIVERS.
----------------------------------
This Agreement (or any part thereof, including its incorporated exhibits) may be
modified or additional provisions may be added by written agreement signed by or
on  behalf  of  the  parties  by  an authorized representative, unless otherwise
provided  herein.  No modification, amendment or waiver of any provision of this
Agreement,  including  its  incorporated exhibits, and no consent to any default
under  this  Agreement, will be effective unless the same will be in writing and
signed  by  or on behalf of the party against whom such modification, amendment,
waiver  or  consent  is  claimed.

SECTION  23.  SEVERABILITY.
---------------------------
The  illegality  or  unenforceability  for any reason of any  provision  of this
Agreement,  or any  document or  instrument  required or referred to  hereunder,
shall not in any way  affect or impair the  legality  or  enforceability  of the
remaining provisions of this Agreement or any document or instrument required or
referred to hereunder.

SECTION  24.  EXECUTION  IN  COUNTERPARTS.
------------------------------------------
This Agreement may be executed in any number of counterparts, each of which will
be  deemed  an  original, but such counterparts will together constitute but one
and  the same document. Facsimile copies of this Agreement are given the dignity
of  original  documents.

SECTION  25.  HEADINGS.
-----------------------
The  headings  in  this  Agreement  are  for  convenience  only  and will not be
construed  to  define  or limit any of the terms herein or affect the meaning or
interpretation  of  this  Agreement.

SECTION  26.  DISPUTE  RESOLUTION.
----------------------------------
This  Section  26  governs  all disputes, disagreements, claims or controversies
between  Customer  and Company, including, but not limited to, those arising out
of or related to this Agreement, tort claims and claims of violation of statutes
("Disputed  Matters").  All  Disputed Matters will be submitted to the following
dispute  resolution  process:

     (a)     Internal  Escalation.  First,  the Disputed Matter will be referred
             ---------------------
jointly to senior  executives of each of the parties.  If such executives do not
agree upon a resolution  within  forty-five (45) Business Days after referral of
the matter to them, the complaining party will proceed to mediation as set forth
below.

     (b)     Mediation.  The complaining  party will, upon  written  notice  and
             ---------
within  forty-five  (45)  Business  Days  after  the  conclusion of the internal
escalation  procedure, elect to have the Disputed Matter referred to non-binding
mediation  before  a  single impartial mediator to be jointly agreed upon by the
panics.  The  mediation  hearing  will be attended by executives of both parties
possessing  authority  to  resolve  the Disputed Matter and will be conducted no
more  than  sixty (60) Business Days after a party serves a written notice of an
intention to mediate.  Customer and Company will share equally all costs of such
mediation.  If  the  Disputed  Matter  cannot  be  resolved  at  mediation,  the
complaining  party  will  proceed  to  Arbitration.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        11
<PAGE>
     (c)     Arbitration.  In  the  event  that the Disputed Matter has not been
             -----------
resolved  through  mediation,  the  complaining  party will submit the  Disputed
Matter to binding arbitration before the American  Arbitration  Association (the
"AAA") pursuant to its Commercial Arbitration Rules. The arbitrator(s) will have
the  authority  to render any award or remedy  allowed by law.  If the amount in
controversy  exceeds  $150,000.00,  exclusive of  attorneys'  fees and expenses,
interest and costs,  the Disputed Matter will be decided by a panel of three (3)
neutral arbitrators; otherwise, all disputes will be decided by a single neutral
arbitrator.  Each arbitrator will be selected from the AAA's Panel of Commercial
Arbitrators,  and the  arbitration  hearing  will be  conducted  in San Antonio,
Texas.  The cost of the  arbitration  proceeding  will be shared  equally by the
parties, but the prevailing party in any arbitration proceeding will be entitled
to recover its  reasonable  and necessary  attorneys'  fees,  costs and expenses
(including in-house legal services) incurred in connection with the arbitration.
Provided  that  Customer  continues to timely pa Company for  services  rendered
under this  Agreement  and there has been no default by  Customer,  Company  may
continue  to  provide  services  during  the  presidency of any Disputed Matter.

SECTION  27.  ATTORNEYS'  FEES.
-------------------------------
In the event  Company  retains the services of an attorney  (including  in-house
legal services) to enforce this Agreement or any other obligation of Customer to
Company,  or to  collect  or  attempt  to  collect  any  Record or any  accounts
receivable  purchased by Company from  Customer,  Customer  shall pay to Company
attorneys' fee (including  in-house legal services),  accountants'  fees, expert
witness  fees and other costs and  expenses  incurred by Company  even though no
suit,  action or  proceeding is filed.  If such a suit,  action or proceeding is
filed,  Customer also shall pay to Company  attorneys' fees,  accountants' fees,
expert  witness  fees and other  costs  and  expenses  incurred  by  Company  in
enforcing,  in any way,  any and all of  Company's  rights, in the trial courts,
appellate courts and bankruptcy courts,  including, but not limited to, the cost
of  successfully  defending any claims or causes of action  asserted by Customer
against Company.  Customer further agrees to pay to Company all of the foregoing
fees,  expenses  and  attorneys'  fees  incurred  by Company  in any  bankruptcy
proceeding  and  in  appellate  court  relating  thereto,   including,   without
limitation,  such attorneys'  fees and expenses  incurred m regard to lifting or
modifying the automatic stay,  determining  adequate  protection,  using of cash
collateral,  appointing  a  trustee,  converting  or  dismissing  the case,  and
relating to any disclosure statement and plan of reorganization.

SECTION  28.  INTELLECTUAL  PROPERTY.
-------------------------------------
Except  as  otherwise  expressly  provided  herein,  nothing  contained  in this
Agreement shall be construed as conferring by implication, estoppel or otherwise
any license or right under any patent, trademark, trade name, copyright or other
intellectual  property  right  of  either  party.

SECTION  29.  YEAR  2000  COMPLIANCE.
-------------------------------------
Company  filed  a  Year  2000  Certification  Request  with  ITAA  (Information
Technology  Association  of  America)  in  January  1999.  Company  received
Certification  from  ITAA  in  March  1999.  Company  warrants  that its service
obligations  for  billing  and  other  aspects of its business relationship with
Customer  will  not  be  adversely  affected  by  Year 2000 defects in Company's
internal  systems  or  processes. However, should such disruption occur, Company
agrees  to  use  its  best  efforts  to  promptly  correct  any such disruption.
Notwithstanding  the  above,  Company  will  not  be  liable for any indirect or
consequential  damages,  including  any lost profits, loss of business income or
revenues  resulting from any Year 2000 defects in the Company's internal systems
or  processes.

The above Year 2000 disclosure constitutes a "Year 2000 Readiness Disclosure" as
defined in the Year 2000  Information and Readiness  Disclosure Act (the "Act"),
which was signed into law on October 19, 1998. The Act provides added protection
from liability for certain public and private statements  concerning a company's
Year 2000 readiness.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        12
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.

Enhanced  Services  Billing,  Inc.:



By:  /s/  Jacquelene K. Mitchell
   -----------------------------------
         Jacquelene K. Mitchell
         President and Chief Operating Officer

CUSTOMER:

Telco  Billing,  Inc.

By:  /s/  William O'Neal
   -----------------------------------

Name:  William O'Neal
       -------------------------------

Title:  President
       -------------------------------

Date:  11/11/99
       -------------------------------



                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        13
<PAGE>
                                   EXHIBIT "A"
                                   DEFINITIONS
--------------------------------------------------------------------------------

The  following  definitions are intended to supplement and define specific terms
used  in  the  Agreement.

39 Record: A record populated by Customer identifying the bill name, address and
----------
any additional information on the End User who authorized Customer's products or
services.

ARRS:  Company's  Accounts  Receivable  Reconciliation System presently known as
-----
FASTRACK  and  Paradigm  or  BC  WebTrack  or  any  successor,  as well as other
information  posted  or  delivered  through  other  electronic  media.

Assessments:  LEC  or  Company  fees,  charges,  chargebacks, credits, reserves,
-----------
offsets, adjustments and allocations, including, but not limited to such charges
and  chargebacks for Short-term Dilution, Bad Debt, LEC Processing Fees, Company
Processing Fees, Post-billing Adjustments or Credits, Bad Debt Reserve, true-ups
and  Customer  Service  Fees.  Assessments  includes,  without  limitation,  the
charges  covered  in  Sections  6  and  7.

Bad  Debt: A billed EMI Record that will not be collected from the party to whom
---------
it  was  billed.

BOC:     Bell  Operating  Company.
---

Business  Day:  A day other than Saturday and Sunday or a legal holiday on which
-------------
commercial  banks  are  open  in  the  State  of  Texas.

Coalition  Guidelines:  The  Anti-Cramming  Consumer  Protection  Standards  of
---------------------
Practice  of the Coalition to Ensure Responsible Billing ("CERB"), the. terms of
which  have either been disclosed or made available to Customer, the current and
any  future  terms  of  which  are  incorporated  herein.

Claim: Any claim, dispute, demand, investigation, suit, loss, liability, damage,
-----
attorneys'  fees and expenses,  cot,  correction or expense,  whether  ordinary,
special,  consequential or otherwise,  that may be asserted against an' party to
this Agreement.  Claim includes all direct damages, including without limitation
contract damages an damages for injuries to persons or property, whether arising
from a  breach  of  this  Agreement,  breach  of  warranty,  negligence,  strict
liability  or any other tort wish  respect to the  services  provided by Company
hereunder.

Customer  Service:  Basic  End  User  inquiry,  investigation  and  credit  or
-----------------
adjustment  services.

EMI  Billing  Record:  Computer  readable record containing the billing data for
--------------------
Records,  in  the  industry standard EMI (exchange message interface) format set
forth  in  Exhibit  "E,"  for  which  each  LEC has the capability of processing
through  its  billing  and  collection systems. A Customer Service credit record
submitted  to  a  LEC  by  Company  shall  be  included  within this definition.

End  User:  A  natural  person,  partnership, corporation, business trust, joint
---------
stock  company,  trust,  unincorporated association, joint venture, governmental
agency  or instrumentality, or other entity that purchases, acquires, subscribes
to  or  uses  communications  products  or  services.

FCC:  The  Federal  Communications  Commission.
---

FTC:  The  Federal  Trade  Commission.
---

Foreign  Intrastate  Taxes:  Those  applicable  taxes  for Operator Services and
--------------------------
Travel  Card  calls  originating and terminating in the same state but billed in
another  state.

Independent  Telephone  Companies:  Those  LECs  that  are  not  BOCs.
---------------------------------

Interexchange  Carrier  (IXC):  A  telephone company, other than a LEC, that can
-----------------------------
provide  intraLATA  (where  applicable), interLATA, interstate and international
telecommunications  service.

LEC  Agreement:  Company's  agreement  with  an  individual  LEC  as well as any
--------------
additional  terms,  conditions and operating guidelines and procedures agreed to
by  the parties or imposed by the LEC, the current and future terms of which are
incorporated  herein.

Library Code: An accounting identification code assigned exclusively to Customer
------------
by  Company  that  Customer  encodes within each Record submitted to Company and
that  is  used  to  account  for  Customer's  funds  and  Assessments.

LOA:  Letter  of Authorization or other valid form of authorization from the End
---
User  meeting  the  requirements  of  applicable  rules,  regulations  and  laws


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        14
<PAGE>
                                   EXHIBIT  "A"
                                    DEFINITIONS
--------------------------------------------------------------------------------


and  the  specifications  set  forth  in Exhibit "G" for non-1OXXX direct-dialed
products  and  services.

LEC  or  Local  Exchange  Carrier:  Any  incumbent (ILEC), competitive (CLEC) or
---------------------------------
alternate  local exchange carrier providing local access telephone services with
whom Company has entered into a billing and collection agreement. A current list
of  LECs is attached as Exhibit "Bi" Customer acknowledges that the list of LECs
may  charge from time to time without notice. A LEC also ma' be referred to as a
Billing  Telephone  Company

Post-billing  Adjustment  or Credit: Credit or rate adjustment applied to an End
-----------------------------------
User's  account  by  the  LEC  or by  Company.

Qualifying EMI Billing  Record:     Enhanced  Telecommunications  Services  that
-------------------------------
are  not  of  objectionable  content  as set forth in the Customer's Obligations
section  of  this  Agreement and that pass Company's edits and data transmission
corrections. The parties agree to amend or supplement these service descriptions
from  time to time to conform to changes in business circumstances or regulatory
requirements.  Company's  agreement to bill new or additional ETS will be at its
election.

          1.     "900 Services" is any information service offered  by  Customer
                 -------------
     to an End  User using the 900-service access code (SAC) or dialing pattern.
          2.     "Audiotex Gateway" is a communications  system in which an  End
                 -----------------
     User  can  selectively  access  remote information services.  End Users can
     interact  with  the  system  to  select  desired  services  and  specific
     information  sources.  Ordinary push-button telephone instruments  are  the
     devices  typically  used to interface  with the Public  Switched  Telephone
     Network  (PSTN) and Information Providers' services.
          3.     "Electronic   Messaging/Email"  is  the  process of sending and
                 -----------------------------
     receiving "objects" electronically.  An object consists of a data structure
     and well-defined  procedures that can operate on the data. Types of objects
     that can be exchanged  include text messages,  business  documents,  files,
     computer  application  software  and  still-frame  pictures  or  images.
          4.     "Facsimile (FAX) Service" is a  system  used  for  transmitting
                 ------------------------
     images (e.g., printed copy, pictures, maps, diagrams, etc.). The images are
     scanned at the transmitter (i.e., originating) end and reconstructed at the
     receiving station. Such system usually employs the PSTN to transmit between
     the originating and terminating locations.
          5.     "Information  Service"  is any service whereby  audio,  .video,
                 ---------------------
     computer  readable or hard copy  information is requested or provided using
     the PSTN.
          6.     "Internet Service"  is  any  service which provides End Users a
                 -----------------
     means to access and utilize the networks commonly known as the  "Internet,"
     including,  but not limited to, all related services and enhancements  such
     as  electronic  mail,  UseNet  news,  and  FTP  file transfer capabilities.
          7.     "Paging" also referred to as "radio paging,"  "pocket  paging,"
              ------
     or "beeper service" is a one-way  radio  transmission  service  in  which a
     portable radio receiver capable of recognizing a radio signal  specifically
     addressed  to it is used to locate or alert a  subscriber  by a variety  of
     methods including:  audible tones,  vibration,  visual display,  or audible
     voice message.

          8.     "Pay-Per-Call  Service"  is  a  service  whereby an End User is
                 ----------------------
     charged  a "per-call" or "per-time" interval fee that is greater than or in
     addition to the normal transmission cost of the PSTN call for the  delivery
     of an  ETS.
          9.     "Special  Purpose  MTS" shall mean when the primary purpose for
                 ----------------------
     placing  the toll  call  using the PSTN at the  tariffed  rate is to obtain
     advertised  or marketed information and not the transmission or call itself
          10.     "Telegram" is a telegraphic dispatch transmitted or received
                  ---------
     using an apparatus,  system,  or process for communication at a distance by
     coded signals and shall not include any goods or services  associated  with
     or delivered, with such telegrams.
          11.     "Video Conferencing"  is the process of connecting two or more
                   ------------------
     stations  simultaneously in such a manner that each station user is capable
     of viewing  users at the other  remote  stations in addition to carrying on
     audio or voice communications.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        15
<PAGE>
                                   EXHIBIT "A"
                                   DEFINITIONS
--------------------------------------------------------------------------------

          12.     "Voice  Messaging  / Voice  Mail" is the process of recording,
                  --------------------------------
     translating and delivering  voice messages  carried over the PSTN to an End
     User and it  provides  the  ability  for an End User to access an  optional
     Voice  message recording facility and leave a message for another End User.

          13.     "Voice Store and Forward"  is  the  process  of  recording and
                   -----------------------
     storing  a  message  carried  over  the PSTN  that will be  delivered  to a
     specific  terminal point on a predetermined schedule.

RBOCs:  Regional  Bell  Operating  Companies.
-----

Short-term  Dilution:  Those  EMI  Billing Records that pass Company's edits and
--------------------
screens  and  are  submitted  to  the  LECs  for  billing  and  collection  but
subsequently  cannot be posted to an End User's account by the LECs or re posted
to  the  End  User's  account  and  then  adjusted  by  the  LECs.

Tariffs:  The  rates,  terms  and  conditions for providing intraLATA, interLATA
-------
(intrastate), interstate and international communications services as authorized
and  filed with the appropriate regulators, including the FCC or state and local
regulatory  authorities.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        16
<PAGE>
                                   EXHIBIT "B"
                        ESBI BILLING TELEPHONE COMPANIES
--------------------------------------------------------------------------------

The following companies are current Billing Telephone Companies for Company:

Alltel
Ameritech
Bell  Atlantic  North
Bell  Atlantic  South
Bell  South
Century  Telephone
Chillicothe  Telephone
Cincinnati  Bell  Telephone
Citizens  Communications
Cox  Communications
GTE  Central
GTE  North
GTE  South
GTE  West
Illuminet
NECA
Nevada  Bell
Nm
Pacific  Bell
Southern  New  England  Telephone
Southwestern  Bell  Telephone  Company
Sprint  Mid-Atlantic
Sprint  North  Central
Sprint  Southern
Sprint  Western
US  WEST  Communications,  Inc.


The NPA-NXX list (ONNET File) of BTCs will be furnished to Customer periodically
via ARES.  Customer  acknowledges  that Company has made a reasonable  effort to
list the  current  BTCs and that the list may change  from time to time  without
notice to Customer.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        17
<PAGE>
                                   EXHIBIT "C"
                                  ESBI PRICING
 -------------------------------------------------------------------------------

(1)  Company  Processing  Fees  (rate  per  Record):
<TABLE>
<CAPTION>
      *Record Dollar        Monthly Record Volumes   Per EMI Billing
         Average                                     Record Per Month
--------------------------  -----------------------  ---------------------
<S>                         <C>                      <C>
 $0-$10.00                        0 -      5,000  LEC Charges + $.l80
                               NEXT -     50,000  LEC Charges + $.160
                               NEXT -    100,000  LEC Charges + $.l40
                               NEXT -    300,000  LEC Charges + $.120
                               NEXT -    500,000  LEC Charges + $.llO
                               NEXT -  1,000,000  LEC Charges + $.100
                               NEXT -  2,000,000  LEC Charges + $.090
                               NEXT -  4,000,000  LEC Charges + $.080

$10.01  -  $17.50                         LEC  Charges  +  2.0%  of  Billed  Revenue
$17.51  -  $25.00                         LEC  Charges  +  2.5%  of  Billed  Revenue
$25.01  -  $37.50                         LEC  Charges  +  3.0%  of  Billed  Revenue
$37.51  -  $50.00                         LEC  Charges  +  3.5%  of  Billed  Revenue
Over  -    $50.00                         LEC  Charges  +  4.0%  of  Billed  Revenue

<FN>
      *Pricing will be calculated by the average dollar amount per record based on all
      call  records  submitted  during  a  calendar  month.
</TABLE>

      Customer  will  receive  a  twenty percent (20%) discount on  the  monthly
      Company Processing  Fee  If  Customer  elects  to  sign  a  three (3) year
      agreement.

      Company  Processing  Fees  are  charged in addition to LEC Processing Fees
      and Assessments  and  LEC  related payments,  fees  and  Assessments.

(2)  Customer  Service:
     Company  will  perform  Customer  Service  in  those  areas  where  the LEC
     Agreements provide for such service in accordance with Company's procedures
     and  guidelines,  which are  subject  to change  from time to time  without
     notice.  Customer  will be charged and agrees to pay a monthly cost of five
     cents ($.05) per  Qualified  Record.  submitted to the LECs for billing and
     collection  during each month ("Basic  Customer Service Fee"). In the event
     of a call transfer for issues other than billing  issues,  Customer will be
     charged  $0.18 per minute.  If the transfer is via  Customer's  800 number,
     Company will charge $0.09 per minute plus the cost of business lines needed
     to transfer calls to Customer.

(3)  Excessive  Customer  Service:
     In addition to the Basic Customer  Service Fee,  Customer  agrees to pay an
     additional  fee of Four  Dollars  ($4.00) for each  Customer  Service  that
     exceeds one percent  (1%) of the number of Records  processed by Company on
     behalf  of  Customer  for  each  Library  Code  in  each  calendar  month.

(4)  ARRS:
     Customer will pay an initial  set-up fee for Company's  ARRS. The charge is
     One Thousand Five Hundred  Dollars  ($1,500) for the first Library Code and
     Five Hundred Dollars ($500) for each additional  Library Code. These set-up
     fees will not be charged during Renewal Term is unless  additional  Library
     Codes  are  added.  There  is  currently  no  charge  for  weekly  accounts
     receivable status updates when downloaded from ARRS.

(5)  Minimum  Company  Processing  Fee  per  Transmission:
     Because of fixed expenses  associated with processing small  transmissions,
     Company will impose a Minimum Company  Processing Fee per  transmission per
     Library Code of $500. Company will require Customer to ship a


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        19
<PAGE>
                                  EXHIBIT "C"
                                  ESBI PRICING
--------------------------------------------------------------------------------

     minimum of $1,000 in Company  Processing Fees each calendar month after the
     third (3rd)  calendar  month (the  ramp-up  period).  If Customer  fails to
     submit  sufficient EMI Billing Records to meet this  requirement,  Customer
     will be charged the $1,000 monthly minimum Company  Processing Fee for that
     month. If Customer elects the three (3) year agreement Company will require
     Customer  to ship a minimum  of $25,000  in  Company  Processing  Fees each
     calendar month after the third (3rd)  calendar month (the ramp-up  period).
     If Customer  fails to submit  sufficient  EMI Billing  Records to meet this
     requirement,  Customer will be charged the $25,000  monthly minimum Company
     Processing Fee for that month.

(6)  Additional  subCIC  Fee:
     Customer shall receive one subCIC at no charge.  Due to LEC set-up charges,
     however,  Customer  will  be  charged  $1500  for  each  additional  subCIC
     requested by Customer.

(7)  LEC  Specific  Billing  Text  Phrases:
     For each text phrase used by Customer to identify its products and services
     to be billed by the LECs,  the  Customer  shall pay Company a set up fee of
     $2,000.00.  This  set-up  fee  will  not be  charged  for the  first  three
     requested  text  phrases or text phrases that  represent  fees  required by
     laws, rules or regulations (i.e. Universal Service Fund).

(8)  Customer  Service  and  Special  Programming  Task  Fees:
     Customer  will pay a time and  expense  rate for any  Customer  Service not
     provided  herein and for any  special  programming  tasks or  requests  for
     additional information. The current hourly rate is $125.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        19
<PAGE>
                                    EXHIBIT 9
                          ESBI CALL COMPLETION CRITERIA
--------------------------------------------------------------------------------


A call is  completed  when some  type of direct  communication  or  hardware  or
software answer  detection has been established  between the originating  person
and the terminating location. Verification must be made that the receiving party
or third party agrees to accept the charges for collect and third number  billed
calls. If automated  technologies  are used, the receiving party must positively
acknowledge the acceptance of the call. In the case of  person-to-person  calls,
the  operator  must  verify  that the  receiving  party is the  person  whom the
originating party requested.  For other direct dialed, automated calling card or
operator  assisted  calls,  the  call  will be  considered  completed  when  the
connection is verified by means of hardware or software detection as required by
federal, state and local regulatory authorities.

In  those  cases  where Customer cannot determine the exact time the terminating
person  has  gone  "off  hook"  (beginning of communication with the originating
party),  and  federal,  state  or  local  regulatory  authorities do not require
hardware or software answer detection, a call will be considered to be connected
if  the  originating  and  receiving  parties  hold the connection for more than
thirty-six  (36)  seconds.

Customer  agrees  that  the  following  maximum  per-call  charges  apply:

Domestic  0+  and  1+          $124.99
International  0+  and  1+     $249.99

Call  for four hundred eighty (480) minutes (8 hours) or more are not considered
valid,  completed  calls  and  will  not  be  billed regardless of the amount of
charges.

Call to operators,  customer announcements,  busy signals or ringing will not be
considered completed calls and will not be billed.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        20
<PAGE>
                                   EXHIBIT "E"
                  ESBI EXCHANGE MESSAGE INTERFACE (EMI) RECORDS
--------------------------------------------------------------------------------

Subject  to  the  terms  of  this  Agreement,  Company  currently  processes the
following  EMI  billing  record formats for LECs that are capable of billing and
collecting  for  services  using  the  following  EMI  billing  record  formats:

RECORD  ID
010101     Domestic  Message  Telephone  Service
           (MTS)  Charge
010116     Domestic  Information  Provider  Service
           Charge
010118     Domestic  Specialized  Service/Service
           Provider  Charge
010132     Domestic  Directory  Assistance  Charge
010133     Domestic  Mobile  Channel  Usage
           Charge
010201     North  American Originated and Billable International Charge Overseas
010501     Originated  and  North  American  Terminated  Message
           Telephone  Charge
010701     Overseas  Originated  and  Terminated
           Message  Telephone  Service  Charge
391001     Customer  Name  and  Address
           Information
415001     Non-detailed  Miscellaneous  Credit
425001     Miscellaneous  Recurring and  Non-recurring  Service  Charge
425016     Miscellaneous  Charge  Information
           Provider  Service  Charge

Company  reserves  the  right  to discontinue any of these record formats at any
time  without  notice  to  Customer.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        21
<PAGE>
                                   EXHIBIT "F"
                      ESBI PROCEDURES FOR CUSTOMER SERVICE
--------------------------------------------------------------------------------

In  addition  to  applicable  rules,  regulations,  laws  and Company's Customer
Service  procedures  and  operating policies, the parties agree to the following
Customer  Service  procedures:

I.  For  those  LECs  that  permit Company to handle Customer Service, Company's
toll-free  number will appear on the End User's LEC telephone bill as a Customer
Service  inquiry  number.

II.  At  the  time  of  the  initial  call  from an End User, Company's Customer
Service representative will access the End User's account.  Once the account has
been  accessed,  the calls or charges in dispute will be determined.  If the End
User  is  disputing  any  of  the  following,  including  but  not  limited  to:
     (A)     Denying  All  Knowledge  (DAK)  of  calls  or service;
     (B)     Rates;  or
     (C)     Charges  for  unanswered  calls;
the  an  automated  internal  credit  form  will  be prepared that customarily
contains  the  following  information:
     (D)     Bill  name  and  number;
     (E)     Reason  and  dollar  amount  in  dispute;  and
     (F)     Copy  of  the  Records  being  disputed.

III. Company will establish standard guidelines and Customer specific guidelines
for  handling  certain classes of inquiries to supplement its standard operating
procedures  ("Guidelines").  Disputes generally will be handled according to the
Guidelines.  The  Company  reserves the right to use its judgment to resolve all
Customer  Services.  All  such  determinations  will  be  final  and  binding on
Customer.  Customer  will  provide  Company with suggested written guidelines or
modifications in a timely fashion. Company reserves the right to approve, modify
or  disapprove  of  all  such  guidelines.

All  inquiries  over  fifty  dollars  ($50.00)  will  be  forwarded to Company's
Investigations  Department. Upon receipt of the internal credit form and the End
User's  records  in  dispute,  the  following  procedures  will  be  followed:
      (A)  Notify  Customer  (via  automated  fax) that an End User is disputing
calls  or  charges  over $50.00, and that Company will determine the validity of
such  claim.  That  following  information  usually  will  be  given:
         (1)  End  User's  full  name;
         (2)  Telephone  number;
         (3)  Call  detail;  and
         (4)  Amount  in  dispute.
     (B)     Confer  with the LEC as needed to obtain pertinent information such
as  whether  Customer  was assigned the telephone number at the time of billing,
etc.
     (C)  As  deemed  necessary  by  Company,  confer  with  Customer  to obtain
pertinent  information  such  as  date  service  was  canceled,  etc.
     (D)     Maintain details of conversations when investigating the calls such
as  person's  name,  complete  telephone  number,  etc.
     (E)     Notify  the  End  User  and  Customer concerning disposition of the
dispute.

IV. The following procedures will be utilized for credit issued through BOCs and
LECs:
     (A)     An  electronic  EMI  credit  record will be submitted with the next
billing  submission.
     (B)     For  those  situations  where  an  electronic  credit  cannot  be
submitted,  an  IC/EC  memorandum may be mailed to the End User's LEC for credit
toward  End  User's  account  if  the credit amount is over seventy-five dollars
($75.00).  For  amounts less than $75.00, a check may be issued and made payable
to  the  local  telephone  company,  but  forwarded  to  the  End  User.

The  above procedures for refund checks, electronic EMI credit records and IC/EC
memorandums  may  take up to a total of five (5) Business Days. Customer may not
double  bill  or initiate secondary collection efforts for any Records that have
been  billed  by  the  LECs.

V. A record of all disputes and resolutions will be provided by Customer Service
reports  that  are  made  available  on a weekly basis to Customer through ARRS.

VI.  Company  will  handle  all  formal  and  informal  regulatory inquiries and
complaints.  If the regulatory agency serves both Company and Customer, Customer
is  responsible  for  its  response  to  the agency. If Customer is permitted to
handle  its own regulatory complaints, Company reserves the right to assume this
function  from Customer if deemed necessary to ensure proper handling and timely
responses  to  the  agency.  Whether  Customer  or  Company normally handles the
complaint  procedure, Company reserves the right to respond to an inquiry and to
make  any  decisions  regarding  credit  in response to an inquiry or complaint.

VII.  Company  policy regarding refunds relating to miscellaneous charges or the
unauthorized  switch  of  service  is  as  follows:


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        22
<PAGE>
                                   EXHIBIT "F"
                      ESBI PROCEDURES FOR CUSTOMER SERVICE
--------------------------------------------------------------------------------
     (A)  If  an  End User disputes a fee billed as a 42 Record (i.e., a monthly
recurring  charge,  voice  mail service, etc.), Company will, to the best of its
knowledge,  explain  the  service  and  how  the  End User m4' have obtained the
service.  If  the  End User continues to dispute the service or states that they
are  refusing  to  pay,  Company  will  refund  the  42  Record  fee.
     (B)  In  the  case  of a dispute of an unauthorized switch of long distance
service,  not  only  will  the  charge  for he 42 Record be refunded, but a rate
adjustment  or  full  credit  to  satisfy  the  End  User also will be provided.
Nothing  in  this  Agreement  will  be  deemed to limit remedies available under
rules,  regulations  and  laws.
     (C)  If  the  End  User  requests  that  a  service be cancelled, or if LOA
information is requested after  are refund has been provided by Company, the End
User  will  be referred to Customer and Company will code the account as "Canx,"
"SLAM,"  "CAN,"  "Lcanx"  or  another cancellation code on the Customer Service
report.  Customer  agrees  to  cancel  services  for  End  Users  that  request
cancellation.
     (D)  If  the  End  User  disputes  a  subsequent  charge  after  requesting
cancellation  of  service  from the Customer, credit will be provided to satisfy
the End User.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        23
<PAGE>
                                   EXHIBIT "G"
          ESBI ANTI-CRAMMING CONSUMER PROTECTION STANDARDS OF PRACTICE
--------------------------------------------------------------------------------

Customer agrees  to  comply  with  each  of  the following standards designed to
protect  consumers  from  cramming and' other unfair billing practices. Customer
also  agrees  to  notify  Company  of  any  changes in the following information
before  such change occurs and to provide assurance to Company that such changes
are  consistent  these  standards.

I.     PRESCREENING  OF  CUSTOMER.
       ---------------------------

On or before the Effective Date, Customer will provide the following information
in  writing  in  a  document entitled prescreening  Information  to  Company:
     (a)     Customer's  corporate.  name  and  address;
     (b)     The names and titles of all officers and or principals of Customer;
     (c)     The names of other companies or entities owned or controlled by the
officers  or  principals  identified  in  subsection  (b)  above;
     (d)     A  copy  of  a  corporate  Certificate of Good Standing or proof of
partnership  status;
     (e)     A  copy  of  the  certifications  demonstrating  that  Customer  is
qualified  to  do  business  in  each of the states in which  Customer  provides
communications  products  or  services  to End Users;
     (f)     A  statement of whether Customer, its affiliates or its officers or
directors  have  been  subject  to  prior  conviction for fraud, or have had any
billing  services terminated  for  any  reason; and, if so, providing a detailed
description  of  the  circumstances,  date  and  person(s) or entities involved;
     (g)     Copies  of  all  Tariffs  in  effect  with  any  state  or  federal
regulatory  agency;
     (h)  The  names  and addresses of any telemarketing companies to be used by
Customer;  and
     (i)     The  names  and addresses of any third-party verification companies
to  be  used  by  Customer.

Customer  agrees  that  it  will update this information within ten (10) days of
Company's  request  and  annually.

II.     SCREENING  OF  PROGRAMS.  PRODUCTS  SERVICES.
        ---------------------------------------------
On or  before  the  Effective  Date  and  during the Term, Customer will provide
Company  with  copies  of  the  following  information:
     (a)     Marketing  materials  used  by  Customer,
     (b)     Advertisements  (print  or  media)  used  by  Customer;
     (c)     Fulfillment  packages  sent  to  End  Users  (which  must  include
cancellation  information  if  not  included  elsewhere and a toll free Customer
Service  number);
     (d)     Scripts  for  both  sales  and  validation;  and
     (e)     Honest, clear and understandable text phrase for the telephone bill
to  End  Users.

II.     ACCESS  TO  COMPLIANCE  MONITORING  INFORMATION.
        -----------------------------------------------
During the Term of this Agreement, Customer will provide Company with reasonable
access  to  information  and  data  to  enable  Company  to:
     (a)     Monitor,  investigate  and  resolve  consumer  inquiries  regarding
Customer;
     (b)     Monitor,  investigate and resolve consumer complaints to government
agencies  concerning  Customer;
     (c)     Monitor,  investigate and resolve escalated complaints by End Users
to  the  LEC  concerning  Customer;
     (d)     Maintain up-to-date records regarding complaints and inquiries made
by  End  Users  concerning  Customer,
     (e)     Investigate  and  respond  to  complaints and inquiries made by End
Users  concerning  Customer;
     (f)     Conduct investigations with regard to complaints and inquiries made
by  End  Users  or  regulatory  bodies  concerning  Customer,
     (g)     Confirm  authorizations  provided  by End Users as required herein;
and
     (h)     Inform  End  Users  as to how they may cancel a product or service.

IV.     AUTHORIZATIONS  USED  BY  CUSTOMER.
        -----------------------------------
On  or  before  the Effective Date and during the Term, Customer will verify all
End  User  authorizations  to  receive  products or services offered by Customer
through  one  of  the  following methods and will provide such verification upon
Company's  request:
     (a)     Independent  third-party  verification;
     (b)     Written  letters  of  authorization  or  sales  orders;  or
     (c)     Voice  recordings  of  telephone  sales authorizations.

A  valid  authorization  must  comply  with  applicable federal and state rules,
regulations  and  laws  and  include  at  least  the  following:

     (a)     The  date  of  the  authorization;
     (b)     The  name,  address  and  telephone  number  of  the  End  User;


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        24
<PAGE>
                                   EXHIBIT "G"
                     ESBI ANTI-CRAMMING CONSUMER PROTECTION
                              STANDARDS OF PRACTICE
--------------------------------------------------------------------------------

     (c)     Assurance  that  the End  User is qua fled to authorize billing for
the product  or  service  on  that  phone  bill;
     (d)     A  description  of  the  product  or  service  to  be  provided;
     (e)     A  description  of  the  applicable  charges  for  be  products  or
services;
     (f)     An explicit acknowledgment by the End User that the charges for the
product  or  service  will  appear  on  his/her  telephone  bill;  and
     (g)     The  acceptance  by  the  End  User  of  the  offer.

V.    BILLING  INFORMATION
      --------------------
On  the Effective Date and during the Term, Customer will provide Company or the
LECs  with  information  that  will enable the billing statements to End User to
include:
     (a)     A  clear  identification  of  Customer
     (b)     A  clear  description  of  the  products  or  services  billed;
     (c)     A  clear  identification  of  the  charges; and
     (d)     A  toll  free number that End  Users  may  use  to  make  inquiries
concerning the  bill.


                      COMPANY CONFIDENTIAL AND PROPRIETARY
                                        25
<PAGE>