Letter Agreement, dated November 25, 2003



 Exhibit 10.4(a) 
  

			
	

	  	IDT Puerto Rico & Co.
	  	5108 Ganges Street,
	  	El Paraiso Industrial Park,
	  	Rio Piedras, Puerto Rico 00926
	  	P (787) 620-0440
	  	F (787) 620-0431

  
 CONFIDENTIAL 
  
 November 26, 2003 
  
 Mr. Yu Wen Ching 
 American Telecom Services Corporation 
 1191 Huntington Drive, Suite 311 
 Duarte, CA 91010-2400 
  

	Re:	Letter Agreement 


	    	Our Reference# 15995: 

  
 Dear Mr. Yu: 
  
 This Letter Agreement (“Agreement”), effective as of the date executed by the last to sign of the parties (“Effective Date”), between IDT Puerto
Rico & Co. (“IDT”), a Puerto Rico corporation, located at Ganges Plaza, 108 Ganges Street, El Paraiso Industrial Park, Rio Piedras, Puerto Rico 00926, and American Telecom Services Corporation a Delaware corporation
(“Customer”) located at 1191 Huntington Drive, Suite 311, Duarte CA 91010-2400 memorializes the obligations of the parties in connection with cordless landline telephone sets including a pre-programmed prepaid residential service account
button (“Telephones”) provided by Customer. IDT, through one or more of its Affiliates, provides long distance telecommunication and debit platform services, customer services and wholesale minutes (“Services”) to support prepaid
long distance telecommunication services accounts (“Account” or “Accounts”). Customer desires to purchase Accounts from IDT with such Services. The Telephones shall be linked to the Services through a programmed key on the
Telephone sets. The Telephones shall be distributed to Customer’s retail outlets and subsequent resale to consumers (“End Users”). The term “Affiliate” means an entity controlling, controlled by, or under common control with
the specified Party, with control meaning (a) owning directly or indirectly more than 50% of the outstanding voting equity interests of an entity or (b) having the right directly or indirectly to appoint a majority of members of the board
or other body which directs the management and policies of an entity. 
  

	1.	CUSTOMER OBLIGATIONS. 

  

	 	(a)	Upon execution of this Agreement, Customer will use commercially reasonable efforts to provide the product functionality for the Telephones as set forth in the attached Exhibit D.
Subject to Section 5 below, Customer further agrees to design the packaging for the Telephones combined with the Accounts provided by IDT as mutually agreed upon by the parties. Customer acknowledges that the Accounts and any retail packaging
or materials relating to the same shall include information necessary to comply with FCC regulations as mutually agreed upon by the parties and provided for by IDT. 

  

	 	(b)	Customer agrees to provide all End User customer and technical support relating to the Telephones and any related hardware functionality. 

  

 IDT Legal Forms; Letter
Agreement 








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	 	(c)	Customer shall specify, in writing from time to time, to IDT (the “Account Order”) the aggregate number of initial Accounts to be produced by IDT, the denominations of the
Accounts, the number of each such denomination to be produced by account value, and Customer’s production centers to which IDT shall deliver the Accounts to be packaged with the Telephone sets. 

  

	 	(d)	If at the point of termination of the Agreement under Section 12 or 13 below, the number of Accounts unactivated is more than [Subject to a request for confidential
treatment; Separately filed with the Commission] Accounts, then for all Accounts above [Subject to a request for confidential treatment; Separately filed with the Commission] the charge shall be [Subject to a request for confidential
treatment; Separately filed with the Commission] per Account up to a maximum charge of [Subject to a request for confidential treatment; Separately filed with the Commission]. 

  

	 	(e)	Customer will reimburse IDT for active Accounts lost due to theft, loss or other casualty occurring following delivery of the Accounts to Customer based on the wholesale value of
the Promotional Minutes. Upon notification of Accounts being stolen, IDT shall terminate the account and. any unused value in the Account will not be billed to Customer. 

  

	 	(f)	Customer will use commercially reasonable efforts to resolve all End User disputes regarding Telephones within a commercially reasonable amount of time. 

  

	2.	IDT OBLIGATIONS.  

  

	 	(a)	During the term and subject to the terms and conditions contained herein, IDT agrees to provide Customer with the functionality as described in the technical requirements schedule
at Exhibit D, which is executed and delivered by the Parties (the “Technical Requirements”). Customer or IDT may deem it necessary or appropriate from time to time to add other functionality, reduce, or change the scope of IDT’s
responsibilities (a “Service Change”). Either Party may make a proposal for a Service Change, whereupon the Parties shall mutually evaluate feasibility, manner and timing for implementation, impact on pricing, impact on performance
requirements and all other relevant matters. A Service Change shall not be implemented unless and until the Service Change is approved by both Parties. If the Service Change is approved by the Parties, the Service Change shall be implemented by IDT
within a timeframe mutually agreed upon by the parties. An approved Service Change shall be set forth in a written amendment to the applicable Technical Requirements, which amendment shall be signed by authorized representatives of the Parties.


  

	 	(b)	In compliance with regulatory requirements, IDT will provide End Users with notice that Services are being provided by IDT, as follows: “Services provided by IDT” or
“Service powered by IDT,” at IDT’s discretion. 

  

	 	(c)	IDT will use commercially reasonable efforts to resolve all End User disputes regarding Services within a commercially reasonable amount of time. 

  

	 	(d)	 Subject to FCC and other applicable regulations and compliance with Customer notice and consent requirements, IDT agrees to use commercially reasonable efforts to
provide Customer with End User information. Neither party shall market additional products or services to the End 











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Users using the information collected from End Users, as set forth in the Technical Requirements under this Agreement, without the prior written agreement of
the other party. 


  

	3.	REPORTS. IDT shall provide to Customer the reports described in the Technical Requirements at the frequencies provided therein. In addition,
from time to time, Customer may identify additional reports to be generated by IDT and delivered to Customer on an ad hoc or periodic basis. To the extent IDT must dedicate significant labor or resources to the preparation of additional reports that
can only be manually generated or to the implementation of system changes to permit such reports to be electronically generated (other than those set forth in the Technical Requirements), Customer shall reimburse IDT at IDT’s standard time and
material rates for costs incurred by IDT in connection therewith. 

  

	4.	DEACTIVATION. IDT reserves the right to terminate Services to any Account if it determines, in its sole discretion, that End-Users of such Accounts are
actually or allegedly engaged in activities that are illegal, fraudulent or wrongful or which may be harmful to IDT in any way. Customer will be entitled to a refund for the value of the unused portion of any such terminated Accounts. Customer shall
receive a monthly report of all such deactivated Accounts, as set forth in the Technical Requirements. 

  

	5.	MARKETING AND DISTRIBUTION. Customer will use its best efforts to promote, market and distribute the Services in conjunction with
Customer’s Telephones under this Agreement. Customer shall have discretion to decide the methods and channels used to market, promote and distribute the Services. Nothing herein shall limit Customers right to promote, market and distribute
other Telephones that are not bundled with the Services provided by IDT. Customer shall be solely responsible for any expenses associated with marketing and distributing the Accounts and shall submit all promotional, marketing, inserts at Exhibit B
and advertising materials (“Materials”) to IDT for review and approval prior to any use or dissemination. IDT will review and respond to approval requests on Materials in writing within a reasonable period of time, not to exceed five
(5) business days, and will provide the reasons for any rejection. Without limiting the foregoing, IDT shall have the right to approve or reject any marketing or promotional initiatives that require a financial contribution from IDT. Customer
acknowledges that the provision of Services by IDT is regulated by the Federal Communications Commission and applicable state regulatory commissions (“Regulatory Authorities”). Any such materials used or disseminated by Customer must
comply with IDT’s tariffs filed with such Regulatory Authorities, all regulations promulgated by such Regulatory Authorities and any other applicable laws or regulations. IDT agrees to provide Customer with all disclosures required by
Regulatory Authorities that are to be included with the Telephones in a timeframe sufficient to permit Customer to include the disclosures with the Telephones. 

  

	6.	EXCLUSIVITY. IDT agrees that during the Term of this Agreement, IDT will sell Services for use with cordless landline phones in retail outlets
where the Customer has received a purchase order or has a pending agreement for the distribution of the Services in conjunction with the Telephones only in cooperation with Customer. Subject to the above limitation, IDT reserves the right to sell
Services to a competitor of Customer provided that IDT does not create its own brand for such purposes. 

  

	9.	RATES. For each Prepaid Calling Minute used by an End User, IDT shall deduct from such End User’s account a flat fee per minute of Service used (the
“Flat Fee”). 









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	 	(a)	For domestic calls originating within the Continental United States and terminating anywhere within the Continental United States, the Flat Fee shall be $.039 per Prepaid Calling
Minute, exclusive of any payphone surcharge and any charge for calls made by End Users from other than their home telephone number. Other than the Flat Fee, and unless otherwise agreed to by the parties, no additional charges, costs or fees of any
type may be levied or charged on the Service, including, but not limited to, federal, state or local taxes or fees, shall be charged to the End User or Customer (all state, federal and local taxes or fees are included in the Flat Fee and any such
obligations shall the responsibility of IDT). 

  

	 	(b)	For international calls originating in the United States and terminating outside the United States, the Flat Fee per minute shall be determined according to the destination called,
as set forth on Exhibit C hereto. The Parties may change said international rates on mutual agreement from time to time. Recognizing that the international rates may fluctuate due to factors beyond the parties’ control, Customer agrees that IDT
may from time to time submit notice of proportionate changes to the international rates set forth in Exhibit C with explanation in writing to Customer and may only change such rates when IDT corporate-wide cost change dictates that such change must
be made. IDT must immediately notify Customer in writing of all changes affecting the 25 highest traffic volume countries. Rates for other jurisdictions shall be as set forth at Exhibit C. Other than the Flat Fee for international calls, and unless
otherwise agreed to by the parties, no additional charges, costs or fees of any type which may be levied or charged on the Service, including, but no limited to, federal, stat or local taxes or fees, shall be charged to the End User or Customer (all
state, federal and local taxes are included in the Flat Fee and any such obligations shall be the responsibility of IDT). 

  

	10.	FEES AND INVOICING.  

  

	 	(a)	Upon activation by an End User, Customer agrees to pay IDT a sum equal to seventy-five percent (75%) of the total value of minutes made available to an End User
(“Promotional Minutes”). IDT will invoice Customer for Promotional Minutes every two (2) weeks for the initial value of the activated Accounts, less the discount applied. Payment from Customer shall be due within fourteen
(14) days from date of invoice (“Due Date”). Invoices will be based upon data collected by IDT relating to number of activated Accounts, and the dollar face value of activated Accounts. All payments shall be made to IDT via wire
transfer or, with Customer’s consent, by IDT initiated ACH transfer. Any non-disputed payments not received by the Due Date will bear interest at a rate of one and one-half percent (1 1/2 %) per month from the Due Date until paid in full. A deposit (“Deposit”) in an amount to be mutually agreed upon shall be due from Customer
before any Accounts are activated. If a payment is not made within fourteen (14) days of the Due Date, then, in addition to any other remedy available to IDT under this Agreement or at law or equity, IDT may deduct or offset the payment amount
from the Deposit and Recharge Amount due to Customer, provided that the payment is not the subject of a good faith dispute between the parties. Promotional Minutes shall expire not later than ninety (90) days after first use if the End User
does not recharge the Account within that period. 

  

	 	(b)	 With regard to Accounts that are recharged by End Users (“Recharge Accounts”), IDT shall be responsible for maintaining all billing, collection and
transaction records with respect to the End User’s renewal and use of the Service, including, but not limited to, all records with respect to payment by a End User through adding cash value to such End User’s Account. IDT agrees to pay
Customer twenty-five percent (25%) of the Net Revenues collected from End Users on 











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Recharge Accounts. The term “Net Revenues” means gross revenues less any documented chargebacks, refunds, losses due to fraud and any transaction
fees as detailed in the attached Schedule 10(b) incurred by IDT. All payments to Customer on Recharge Accounts shall be made to Customer via wire transfer within seven (7) days of collection from End Users, provided that no such payment shall
be made for a sum less than $1,000, in which case the amount shall be accrued in an account earmarked for Customer and paid with the next payment due to Customer. 


  

	 	(c)	Each party hereto shall maintain reasonably complete, clear and accurate records of all information required to determine the amounts of any payments or transactions under the
Agreement. Each party hereto, upon giving thirty (30) days prior written notice to the other party hereto, and no more than once during any twelve (12) month period, may conduct, at reasonable times during regular business hours and
subject to the Confidentiality Obligations of Section 20, and inspection and audit of the portions of such books and records of the other party as is necessary to verify that such payments, including the amounts thereof, have been made in
accordance with the terms hereof. 

  

	12.	TERM. This Agreement shall continue from the date this Agreement was entered into until the second anniversary of the date on which the first Account is
activated (“Initial Term”) and shall automatically renew for one (1) year terms unless terminated by either party upon at least thirty (30) days written notice prior to the expiration of the Initial Term or any subsequent term
(the Initial Term and any subsequent terms shall collectively be referred to as the “Term”). IDT will be ready to provide Services to support a commercial launch by October 31, 2003. 

  

	13.	 TERMINATION. This Agreement may be terminated prior to its expiration upon the occurrence of any of the following: (a) by either party,
if one of the parties shall be declared insolvent or bankrupt; (b) by the non-breaching party, if the other party materially breaches this Agreement which breach is not cured within thirty (30) days of written notice thereof to the
breaching party (except for non-payment by Customer, which is addressed in Section 9 hereof); (c) by IDT or Customer, upon a determination by any governmental authority with jurisdiction over the parties that the provision of the
Telephones and/or Services under this Agreement in the jurisdictions in which the Telephones are being distributed is contrary to existing laws, rules or regulations; (d) by either party if the functionality required under the Technical
Requirements at Exhibit D is impossible or highly impractical, provided that prior to terminating the Agreement pursuant to subsection (c) or (d), the party electing to terminate shall provide written notice to the other party setting forth in
reasonable detail the factual basis for such termination and the parties agree in good faith to attempt to create a solution or workaround, or modify the Technical Requirements or the Services to eliminate the requirement creating the basis for such
termination in a manner mutually agreeable for a period of no less than ten (10) business days after the receipt of such notice and if such agreement is reached or the factual basis for such termination is otherwise resolved, then the Agreement
shall not be terminated. Upon termination of this Agreement for any reason, Customer shall immediately cease production of the Telephones with Service provided by IDT. Should Customer decide, in its sole discretion, to have IDT continue to activate
promotional minutes in Inventory, Customer shall provide IDT with a final accounting setting forth the number of units in retail inventory (“Inventory Units”). IDT will continue to support promotional minutes on Inventory Units until all
units are sold, provided that Customer shall retain the sum of $50,000 in escrow with an escrow agent mutually agreed upon by the parties to cover the cost of the promotional minutes (less a fifteen percent discount) due and payable to IDT. Subject
to Section 2(d), and with the exception of promotional minutes on Inventory Units, Customer and IDT further agree to use commercially reasonable efforts to migrate service on Telephones to 











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another licensed telecommunications provider. IDT will migrate programs by either porting over 800 access if there will be a full migration, or by providing
new 800 number for customers calling to recharge. ATS, at its sole cost and expense, shall notify all recharge customers in writing of the change in providers. Notwithstanding anything to the contrary in this Agreement, Customer’s payment
obligations under Section 10(a) above shall survive termination until all Inventory Units are sold and IDT is paid in full for promotional minutes. Should Customer decide, in its sole discretion, to have IDT discontinue activation of
promotional minutes in Inventory, then Customer shall immediately recall all Inventory Units as of the date of said election and shall agree to indemnify and hold IDT as set forth in Section 19 below. 


  

	14.	COMMITMENT LEVEL. The Customer agrees that, in aggregate, the Accounts under this Agreement shall yield the following minimum units commitment
for the relevant time periods (“Commitment Level”) specified herein: 

  

			
	 Milestone

	  	Unit Sold


	 8 months after Effective Date
	  	40,000
	 16 months after Effective Date
	  	150,000

  
 In the event that the
Customer fails to achieve the minimum Commitment Level for the relevant time period, then IDT, at its sole discretion, shall have the right to (i) terminate the Agreement without further obligation or (ii) re-negotiate the Agreement or
specific terms (pricing). 
  

	15.	Ownership of Intellectual Property Rights. IDT shall be the sole and exclusive owner of all right, title and interest in and to all patents, copyrights, trademarks, trade
secrets or other proprietary rights (“Intellectual Property Right”) its owns, including those relating to the Services, the prepaid calling card platform (“IDT System”) and all enhancements made thereto as a result of this
Agreement and any Technical Requirements. Customer acknowledges that the IDT System constitutes valuable trade secrets of IDT and constitutes Confidential Information under this Agreement. Customer shall be the sole and exclusive owner of all right,
title and interest (including, without limitation, all Intellectual Property Rights) in and to the Telephones (“Customer System”). IDT acknowledges that the Customer System constitutes valuable trade secrets of Customer and Confidential
Information under this Agreement. Nothing in this Agreement shall be deemed to grant to one party, by implication, estoppel or otherwise, license rights, ownership rights or any other Intellectual Property Rights in any materials owned by the other
Party or any affiliate of the other Party. Neither Party shall attempt to register the Intellectual Property Rights of the other Party, or cause any claim, lien or encumbrance to attach to any Intellectual Property Rights of the other Party nor
decompile or reverse engineer any proprietary of the other Party. To the extent that Customer acquires any patent or other Intellectual Property Rights, Customer shall grant to IDT a royalty-free, nonexclusive, nontransferable right and license
under any such patent or resulting patent for the term of the Agreement. 

  

	16.	 INSURANCE. Each Party shall obtain and maintain, at its own cost, the insurance coverages that are described on Schedule 16 as being its
respective responsibility. These insurance coverages do not create or imply any limitation of liability. The Party which is responsible for obtaining and maintaining certain insurance coverages shall provide the other Party with certificates of such












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insurance coverages promptly following the date that this Agreement has been executed by both Parties. Each insurance certificate shall provide that the
insurance policy shall not be subject to termination without at least thirty (30) days prior written notice to the certificate holder. A Party responsible for obtaining and maintaining property insurance coverage shall use all reasonable
efforts to ensure that the policy contains a provision or endorsement which waives the insurance company’s right of subrogation against the other Party and its employees, agents, directors and officers in the event of any loss or damage from
events within the coverage of the insurance policy. 


  

	17.	USE OF MARKS. Any and all trademarks and trade names that IDT uses are and shall remain the exclusive property of IDT. Customer
has no rights therein and shall not reproduce or use any corporate names, trademarks, service marks, trade names or logos of IDT (collectively “Marks”) without IDT’s express prior written consent. IDT hereby grants Customer a license
to use IDT’s name and logo for the purpose of marketing the Products during the Term or for the period during which IDT provides Services, as contemplated by this Agreement. 

  

	18.	REPRESENTATIONS & WARRANTIES. Each party represents and warrants that: (a) it is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is organized; (b) it has all necessary power and authority to enter into this Agreement and to perform all its obligations hereunder; (c) neither the execution, deliver, or
performance of this Agreement will (i) result in the breach of, or constitute a default under, the terms of any material contract to which it is a party or by which it is bound; (ii) violate its charter or by-laws; or (iii) require
the consent or approval of any third party; and (d) it will perform its obligations hereunder in compliance with all applicable laws, rules and regulations. Customer further represents and warrants that the Telephones do not infringe any
Intellectual Property Rights of any third party. EXCEPT FOR WARRANTIES EXPRESSLY MADE IN THIS AGREEMENT, EACH OF IDT AND CUSTOMER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO CUSTOMER OR IDT (AS APPLICABLE), OR TO ANY OTHER PERSON,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE (IRRESPECTIVE OF ANY PREVIOUS COURSE OF DEALINGS BETWEEN THE PARTIES OR
CUSTOM OR USAGE OF TRADE), OR RESULTS TO BE DERIVED FROM THE USE OF ANY SOFTWARE, SERVICES, HARDWARE OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT. 

  

	19.	 INDEMNIFICATION. Customer shall defend, indemnify and hold IDT at its affiliates harmless from any claims, demands, liabilities, losses,
damages, judgments or expenses related thereto arising out of (i) its breach of the terms of this Agreement, (ii) Customer’s marketing or distribution of the Telephones and/or the Services, including, without limitation, claims of
fraud, misrepresentation or theft arising there from, (iii) any misconduct on the part of Customer, (iv) Customer’s misuse or unauthorized use of the Marks, (v) the design and packaging of the Telephones, and (vi) any claim
by a third party that the Telephones, or any portion or combination thereof contemplated under this Agreement, infringes any patent, copyright, trademark, trade secret, or other proprietary right of a third party, and (vi) any claim by a third
party relating to failure to activate promotional minutes following Termination under Section 13, where Customer has elected to have IDT discontinue service on promotional minutes relating to Inventory Units. In the event IDT acts in good faith
in the Customer’s best interest to fulfill the terms of this Agreement in compliance with a request by Customer or to protect Customer from any loss due to fraudulent use, theft of services or harm to Customer’s reputation, Customer shall
indemnify and hold IDT harmless from any claims, demands, 











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liabilities, losses, damages, judgments or expenses related thereto. IDT shall defend, indemnify and hold Customer harmless from any claims, demands,
liabilities, losses, damages, judgments or expenses related thereto arising out of (i) its breach of the terms of this Agreement, (ii) IDT’s misuse or unauthorized use of the Customer’s Marks, and (iiiv) any claim by a third
party that the Services infringe any Intellectual Property Right of a third party. 


  

	20.	CONFIDENTIALITY. Each of Customer and IDT acknowledges that, in the course of dealings between the parties, it will acquire information about the other party,
its business activities and operations, its technical and rate information, of a highly confidential and proprietary nature (“Confidential Information”). Each of Customer and IDT shall hold such Confidential Information in strict
confidence and shall not reveal the same for a period of five (5) years after the termination of this Agreement, except for any information which is: generally available to or known to the public; known to such party prior to the negotiations
leading to this Agreement; or independently developed by such party outside the scope of this Agreement. Neither party shall be in breach of its confidentiality obligations hereunder if the Confidential Information is disclosed pursuant to a
subpoena, judicial or governmental order or requirement, provided that the disclosing party= only makes such disclosure to the extent required and, prior to making such disclosure, takes all reasonable steps to provide prompt and sufficient notice
to the other party so that the other party may contest and/or limit such requirement, subpoena or order. Each of Customer and IDT shall safeguard the Confidential Information of the disclosing party to the same extent that it safeguards its own
confidential materials or data relating to its own business. Except as provided above, neither Customer nor IDT shall reveal any such Confidential Information without the disclosing party’s express prior written consent. The parties agree that
an impending or existing violation of these confidentiality provisions would cause to the disclosing party irreparable injury for which it would have no adequate remedy at law and the disclosing party may be entitled to obtain immediate injunctive
relief prohibiting such violation, in addition to any other rights and remedies available to it. 

  

	21.	LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY RESPECT FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, RELIANCE OR PUNITIVE DAMAGES, WHETHER IN TORT, CONTRACT OR PRODUCT LIABILITY, NOR SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES OR ANY
OTHER COMMERCIAL DAMAGE OF ANY KIND OR NATURE WHATSOEVER. EXCEPT WITH REGARD TO ANY INTENTIONAL MISCONDUCT BY A PARTY, INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS OF EITHER PARTY. IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY WITH RESPECT TO
ANY TELEPHONES OR SERVICES PROVIDED HEREUNDER EXCEED THE AGGREGATE AMOUNT PAYABLE UNDER THE TERMS OF THIS AGREEMENT RELATING TO THE SPECIFIC CARDS GIVING RISE TO ANY CLAIM, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY. 


 

	22.	APPROVAL. Whenever prior approval or consent is required in this Agreement, the approval or consent shall be memorialized in writing.


  

	23.	PUBLICITY. Neither party, without the prior written consent of the other party, will make any news release or other public statement or disclosure regarding
the existence of the terms and conditions of all or any part of this Agreement or any discussions or negotiations relating thereto, except as may be required by applicable securities laws, but only upon reasonable advance notice to, and consultation
with, the other party. 









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	24.	FORCE MAJEURE. IDT shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption
of Services resulting, directly or indirectly, from any cause beyond its reasonable control. Neither Party shall be liable to the other Party or be deemed to be in breach of this Agreement (other than Customer’s obligation to pay Charges owed
IDT pursuant to this Agreement) by reason of any Excusable Delay. A Party experiencing an Excusable Delay in its performance shall immediately notify the other Party by telephone (to be confirmed in writing within three days after the inception of
the Excusable Delay) and shall describe in reasonable detail the circumstances causing such Excusable Delay. The Party experiencing Excusable Delay shall be excused from performance of such obligations so affected by the Excusable Delay event for
the period during which the Excusable Delay event continues and for such time thereafter as is reasonably necessary to overcome the effects of such Excusable Delay. Both Parties shall use all reasonable efforts to overcome or work around the
Excusable Delay event as soon as reasonably practicable. The term “Excusable Delay” shall mean a delay in performance or failure to perform which is due to an event beyond the reasonable control of a Party and shall include, without
limitation, (a) acts of God, weather conditions, explosion, flood, earthquake, or fire; (b) war or threat of war, sabotaging, riot, revolution, civil disturbance or requisition; (c) acts, restrictions, regulations, prohibitions or
measures of any kind on the part of any governmental authority; (d) import and export regulations or embargos; or (e) strikes, lockouts, or other industrial actions or trade disputes. 

  

	25.	CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey for
contracts executed and to be performed entirely in such State. Subject to and without limiting the provisions of Paragraph 25, exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of, in connection with, or in
relation to this Agreement, or the breach thereof, shall be only in the New Jersey state or federal court having competent jurisdiction. 

  

	26.	ARBITRATION. The parties shall use their best efforts to resolve any disputes between them within a thirty (30) day period, with respect to any disputed
amount of payment due hereunder, payment in full of such amount within ninety (90) days shall be deemed to satisfactorily resolve such dispute. Disputes arising out of this Agreement shall be submitted to binding arbitration pursuant to the
rules of the American Arbitration Association before one arbitrator selected jointly by the Customer and IDT; provided, however, that if the parties fail to select an arbitrator within thirty (30) days after initiation of arbitration, the
American Arbitration Association shall make such selection. The arbitrator shall be governed by the laws of the State of New York in the settlement of any dispute submitted to him or her. The arbitration shall be held in the County and City of New
York. The arbitrator’s award shall be final and judgment may be entered upon it in any court having jurisdiction thereof. 

  

	27.	ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all previous proposals, negotiations, representations, commitments writings and all other communications between the parties, both oral and written. No change, amendment, modification, termination or attempted waiver of
any of the provisions hereof shall be binding unless in writing and signed by an authorized signatory of both parties hereto. 









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	28.	NOTICE. Any notice required to be given by either party to the other shall be deemed given upon receipt only when mailed first class mail or by nationally
recognized overnight courier service, duly addressed and with proper postage, if in writing addressed to the party to whom notice is being given at the address of such party set forth above. 

  

	29.	ASSIGNMENT. This Agreement is not assignable by either party hereto without the consent of the other party. Notwithstanding the foregoing, either party may
assign this Agreement to any of its affiliates or subsidiaries without Customer’s consent; provided that the party assigning the Agreement shall remain liable for the performance of such affiliate or subsidiary. 

  

	30.	SEVERABILITY/WAIVER. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such
determination shall not affect the validity or enforceability of any other part or provision of this Agreement. No waiver by any party of any breach of any provision hereof shall constitute a waiver of any other breach of that or any other provision
hereof. 

  
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 Please acknowledge your acceptance of the above Agreement by signing where indicated below. 
  
 Sincerely, 
  

	
	
	IDT PUERTO RICO & CO.
	
	   /s/


	 By

	
	 President and CEO

	 Name, Title, Date


  
 Enclosure (as stated) 
  
 AGREED TO AND ACCEPTED: 
  
 AMERICAN TELECOM SERVICES CORPORATION 
  

	
	 /s/ Yu Wen Ching


	 By

	 Yu Wen Ching, President

	 Name, Title, Date

	
	 By


	 Name, Title, Date









 EXHIBIT A 
 GENERAL INFORMATION 
  
 1. SERVICES 

	Dialing	Capabilities:            X Domestic            X
International 


	Account	Type:                     XRetail X
Promotional            X Rechargeable 

 Account Denomination: Promotional
offerings shall be in minute denominations and retail recharges shall be in dollar denominations. 
  
 2. EXPIRATION DATES 
  
 Activated Accounts will be deactivated three (3) months following their last use unless End User has made any form of Payment on their Account. 
  
 3. DISCOUNT 
  
 Customer’s discount is [Subject to a request for confidential treatment; Separately
filed with the Commission] of the retail face value of an Account. Account Discounts given by Customer to its Customers shall not impact Customer’s payments to IDT. 
  
 4. CARD ORDER PROTOCALS 
  
 Customer shall submit all Account orders to IDT via email. 
  
 5. OTHER 
  
 End Users may request and be provided with printed call detail and payment records by IDT at
a cost agreed to by the parties. This will be paid for by the End User and shall not be a liability for Customer. 







 SCHEDULE 10(b) 
 TRANSACTION FEES 
  
 Fee Schedule

  

			
	 Transaction Type

	  	 Fee


		
	 Per Settled Card Sales Record
	  	 *

		
	 Per T&E Card Sales Record
	  	 *

		
	 Rejected Transaction
	  	 *

		
	 Per All Audio Response Unit Authorization
	  	 *

		
	 Per All CPU Authorization
	  	 *

		
	 Per All Full Authorization Reversal
	  	 *

		
	 Per All Online Authorization
	  	 *

		
	 Per All Partial Authorization Reversal
	  	 *

		
	 Per All Reauthorization
	  	 *

		
	 Per All Verification
	  	 *

		
	 Per All Voice Authorization
	  	 *

		
	 Per All Voice AVS Authorization
	  	 *

		
	 Per All POS Authorization
	  	 *

		
	 Per All POS Item Deposit
	  	 *

		
	 PNS POS Reject
	  	 *

		
	 Per BankCards Chargebacks Processed
	  	 *

		
	 Per BankCards Chargebacks Represented
	  	 *

		
	 Per BankCards Collection
	  	 *

		
	 Per BankCards Pre-Arbitration & Compliance
	  	 *

		
	 Per JCB Chargebacks Processed
	  	 *

		
	 Per JCB Chargebacks Represented
	  	 *

		
	 Per ACH Funds Transfer
	  	 *

		
	 ECP Rejected Transaction Fee
	  	 *

		
	 Per ECP ACH Dishonored Returned Processed/Represented
	  	 *

		
	 Per ECP ACH Returned Processed/Represented
	  	 *

		
	 Per ECP ACH Transaction
	  	 *

		
	 Per ECP Deposit Check (Facsimile Draft) Deposit
	  	 *

		
	 Per ECP Deposit Matching
	  	 *

		
	 Per ECP Dishonored Paper Return Processed/Represented
	  	 *

		
	 Per ECP Facsimle Draft Return Processed/Represented
	  	 *

		
	 Per ECP Notification of Change
	  	 *

		
	 Per ECP Prenote Transaction
	  	 *

		
	 Per ECP Redeposit ACH
	  	 *

		
	 Per ECP Redeposit Paper
	  	 *

		
	 Per ECP Validation
	  	 *

		
	 Per ECP Verification
	  	 *

		
	 Wire Funds Transfer
	  	 *

		
	 Network Administration
	  	 *




	*	[Subject to a request for confidential treatment; Separately filed with the Commission] 









									
	 	  	Account (SE)
Number

	  	Company Name

	  	Discount Rate -
Contract

	  	Payment
Frequency
Description


	 AMERICAN EXPRESS
	  	 	  	 	  	 	  	 
					
	 DISCOVER
	  	 	  	 	  	 	  	 
					
	 DINNERS
	  	 	  	 	  	 	  	 
					
	 VISA
	  	 	  	 	  	 	  	 
					
	 	  	 	  	 	  	 	  	 
					
	 	  	 	  	 	  	 	  	 
					
	 	  	 	  	 	  	 	  	 
					
	 MASTERCARD
	  	 	  	 	  	 	  	 








 SCHEDULE 16 
 INSURANCE 







 EXHIBIT B 
 INSTRUCTIONAL INSERTS 
  
 ATC/IDT Service Instructions and Instructional Inserts 
  
 Payment Instructions 
  
 Activating the free service 
  
 Setup instructions for promotional prepaid residential long distance service: 
  
 Step 1: Plug telephone into wall-jack and charge handset for 24 hours. 
  
 Step 2: Press the “Talk” button for dial tone and then press the “LDS” button for immediate connection to service
platform 
  
 Step 3: Provide the customer service representative or automated
system with activation information (confirmation of home telephone number, the name of the retailer where the telephone was purchased and the PIN number that is included on the accompanying calling card). 
  
 Once you have provided the required information, you will be able to use your promotional
minutes as prepaid residential long distance service, directly from your new telephone, or as a calling card from any other telephone1. 
  
 Making the first
payment 
  
 Each time that you make a call during the promotional period, you
will be told the amount of minutes left for promotional calling; when the balance on your promotional minutes reaches zero, or at any time thereafter, you will be automatically routed to an IDT customer service representative where you will have the
opportunity to make a payment in the amount that you choose (between $10 and $100), allowing for continued use of your prepaid residential long distance service and the accompanying calling card. 
  
 You may choose then to make a payment at any time, in order to continue to recharge your
prepaid residential long distance service. 
  
 If you opt to continue using the
service , you will speak with a live customer service representative or interact with an automated system that will take your credit card information, name, and billing address. This information will be used to process your initial payment and will
be stored in our system for all future payments. You will have the opportunity to change the information that we have on record at any time. 
 recharge: Adding funds to the account 
  


	1	A service charge will be applied to all calls made from any telephone outside of the home. 








 Following your initial payment or at any time of your choosing, you may instruct the customer service representative to
automatically charge your credit card for a prescribed amount between $10 and $50 after the balance falls below $5.00, allowing for uninterrupted service. 
  
 As an alternative, you will be notified when your prepaid balance falls below $5.00 and will then be able to access an automated system to manually add funds to your
account. 
 Adding promotional services that are bundled with an expansion handset 
  
 Some expansion handsets that you purchase will come with additional free
minutes. To add these free minutes to your existing account, simply choose the customer service option after pressing your LDS button and give the representative your expansion set PIN and the telephone number that is associated with your account.
They will immediately credit your account with the appropriate value. 
  
 Moving? 
  
 Just press the LDS
button and speak with a customer service representative. They will verify your existing information and set your service up to work at your new location. 







 Calling 
  
 Calling from the phone 
  
 Dialing instructions for Prepaid Residential Long Distance Service: 
  
 Step 1: Press the “Talk” button to hear dial tone 
  
 Step 2: Press the “LDS” button to access the
prepaid residential long distance platform 
  
 Step 3: At prompt, dial: 
  
 For Domestic calls and calls to Canada,
dial 1 + Area Code + Local Number. 
 For International calls, dial 011 + Country Code + City Code + Local Number. 
 Calling from a remote location 
  
 Dialing Instructions for the Mobile Calling Card: 
  

	 	1.	Dial 1-800-837-5780, wait for greeting. 

  

	 	2.	Enter PIN # from your Mobile Calling Card when prompted: 

  

	 	3.	At prompt, dial: 

  
 For Domestic calls and calls to Canada, dial 1 + Area Code + Local Number. 
 For International calls, dial 011 + Country Code + City Code + Local Number. 
 For additional calls, don’t hang up. Just press the [#] key 3 times and wait for prompt, then dial as described in step 3. 
  
 Inserts and Language 
  
 Back of the calling card 
  
 The following image is the standard back of an IDT calling card. It should be
used as a model for the travel card. The “XXXXX Card,” in the sample image should be replaced with “Mobile Calling Card.” 
  
 Note: Please ignore the text that is contained in the image as the image is in place for the purpose of displaying the suggested layout. The text that
should be used is typed below the image. You will notice that it is very similar to that which is contained in the image. 







 

 
  
 The text to be used
is as follows: 
  
 Dialing Instructions for the
IDT Card: 
  

	 	1.	Dial 1-800-837-5780, wait for greeting. 

  

	 	2.	Enter PIN # from your IDT card when prompted: 

  
 PIN #: XXX-XXX-XXXX 
  

	 	3.	At prompt, dial: 

  
 For Domestic calls and calls to Canada, dial 1 + Area Code + Local Number. For International calls, dial 011 + Country Code + City Code + Local
Number. For additional calls, don’t hang up. Just press the [#] key 3 times and wait for prompt, then dial as described in step 3. 
  
 Service provided by IDT®. The IDT logo is a registered trademark of IDT Corporation. Card expires 90 days from last use or payment. Calls must be made from a touch-tone phone. Payphone surcharge is 65 cents. All
calls made from telephones other than that registered as the home location will be charged a 25 cent access fee. Prepaid fees are non-refundable. Not responsible for loss, theft or unauthorized use of card or PIN number. Directory Assistance
Surcharge is 75 cents. If you are unable to resolve a complaint with IDT, you have the right to contact the state regulatory agency which has jurisdiction where this card was purchased. ©2003 IDT Corporation. All rights reserved. 
  
 For Customer Service, call 1-888-757-6545. 
  
 S/N #: XXXXXXXXX 
  
 Expansion Set Insert 
  
 Note: this text will appear as an insert in the packaging of a stand-alone
expansion handset. 







 Your new expansion handset comes
with  50            minutes of free calling. To add these minutes to your existing account, simply choose the customer service option after pressing the LDS button
(on any handset). Once connected, tell the representative that you have purchased a new handset and would like to add the free minutes to your account. The representative will ask you for you handset PIN and the telephone number that is associated
with your account. Your handset PIN is XXX-XXXX-XXXX. The minutes will be credited to your account. 
  
 THIS IS NOT A CALLING CARD 
  
 Privacy disclaimer 
  
 An insert in the packaging will include the following text: 
  
 Important Information: 
  
 Recent changes in government regulations allow IDT Corporation, its subsidiaries and affiliates to use information about your current telecommunications
services to make recommendations on the products and services that will best meet your communications needs in the future, unless you notify us otherwise. 
  
 What information are we talking about? We are talking about certain information regarding the telecommunications services that you buy from IDT
Corporation; Including, the types of services you receive, the way we provide these services to you, and calling and billing records. 
  
 How can we use this information to help you? IDT Corporation will be able to use the information about your current service to let you know about
innovative service proposals that can enhance or replace your current services. Using that information, IDT Corporation may even be able to make you one of the first to know about emerging technology or new offerings, including local service, long
distance, wireless, Internet and many other services. You may also receive savings on these products and services, and you may be able to combine all these items on one monthly bill. Unless you notify us that you do not approve, we can use this
information to your benefit! 
  
 Who will use this
information? Only those companies or subsidiaries that now or in the future sell IDT Corporation services, including our agents and authorized sales representatives will use this information. For your convenience, we refer to all of those
companies and subsidiaries as “IDT Corporation,” including IDT Communications and American Telecom Corporation, and any other current or future direct or indirect subsidiaries of IDT Corporation. 
  
 Will IDT Corporation protect this information? Absolutely. Regardless
of whether you approve or disapprove our use of this information, you have a right to have your account treated confidentially and IDT Corporation has a duty, under federal law to protect the confidentiality of that information. Here is one other
thing you need to know. You can always change your mind about IDT Corporation’s use of this information simply by calling us. Your instructions to us will remain in effect until you tell us you have changed your mind. Whatever your choice, IDT
Corporation will continue to provide you with the same high quality of service you currently receive. 







 What do you have to do? Nothing. Unless you call us to tell us not to use your information, we
will use your information selectively to send you news and updates on the IDT Corporation products and services specifically designed to add ease and convenience to your unique lifestyle. However, if you prefer that we use your information only to
provide you with information on the types of IDT Corporation products and services to which you already subscribe, give us a call at 1-888-757-6545 within the next 30 days. After 30 days, you may still contact our business office at any time to
register your choice regarding information sharing between IDT Corporation companies or subsidiaries, for IDT Corporation marketing purposes. Whatever you decide will not affect the IDT Corporation products and services that you now use. Nor will it
impact the quality of your service. But it may make you ineligible to receive information about IDT Corporation’s new products and services, promotions, and packaged offerings. 
  
 We look forward to serving you even more effectively with new communications opportunities and solutions from IDT
Communications, the company you know you can rely on. 
  
 IDT
Corporation, its affiliates and authorized agents are changing the way we use customer information in order to offer you products and services. Customer information includes where, when, and to whom a customer places a call, as well as the types of
telecommunications services to which the customer subscribes and the extent to which the service is used. Your customer information also includes how you use those services and the related billing of those services. For example, we could use your
customer information to advise you of products that may be of interest to you, like DSL with Internet or long distance, even if you do not currently have any services from those IDT Corporation affiliates. If these uses of your customer information
are acceptable, then no further action on your part is required. 
  
 Protecting the privacy of your service and usage records is your right and our duty under federal law. We are required to inform you that you can direct us not to use any of the information about the services you receive from IDT
Corporation or its affiliates to offer additional products and services, please call 1-888-757-6545 and follow the prompts within 30 days or receiving this notice. If you do not restrict our use of your customer information by calling 1-888-757-6545
within 30 days, we can use your customer information to offer you products and services that you may find valuable based on your existing services. You may also call this number at any time after the initial 30-day period to restrict the use of your
customer information. There is no charge for electing to restrict your information. Restricting your information will not affect the products you currently have from IDT Corporation and may not eliminate all marketing contacts. Even if you restrict
the use of your information, it may be used to market services to you when you call us to inquire about such services. Your election is valid until after you affirmatively revoke or limit it. 
  
 IDT Corporation, its affiliates and authorized agents will not sell, trade,
or share your customer information with anyone outside of IDT Corporation, or others authorized to represent us to offer products and services, except as authorized by law. 
  
 The employees and management of all the IDT Corporation companies would like to thank you for your continued business. We
are proud to carry on our long tradition of providing our community with reliable, technologically advanced and affordable telecommunications services. 







 International calling rates 
  
 Note: an insert will include this rate information and some of it may appear
on the outside packaging. In each place where it appears, we must footnote the disclaimer below stating that they are subject to change. 
  
 The following rates apply to the              most frequently called international
destinations: 
  

							
	 Country

	  	Rate per min.

	  	Country

	  	Rate per min.


	 	  	 	  	 	  	 
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 
	 	  	 	  	 	  	 



	*	This price list is effective as of              and is subject to change at any time without notice. you may
receive the most current international rates by calling customer service at 1-888-757-6545 








 EXHIBIT C 
 RATES 
  

											
	 Assumptions
	  	 	  	 	  	 	  	 	  	 
	 *
	  	*	  	 	  	 	  	 	  	 
	 *
	  	*	  	*	  	 	  	 	  	 
	 *
	  	*	  	*	  	 	  	 	  	 
	 *
	  	*	  	 	  	 	  	 	  	 
	 *
	  	*	  	 	  	 	  	 	  	 
	 *
	  	*	  	 	  	 	  	 	  	 
	 *
	  	*	  	 	  	 	  	 	  	 
	 *
	  	*	  	 	  	*	  	*	  	 
	 *
	  	*	  	 	  	 	  	 	  	 
	 * [Subject to a request for confidential treatment; Separately filed with the Commission]
	  	 

  

												
	 	  	 	 	RETAIL RATES TO END-USER


	 	  	 	 	Originating From the U.S.:


	 *

	  	*

	 	Rate

	  	minutes
p/$5 card

	  	minutes
p/$10 card

	  	minutes
p/$20 card


	 Afghanistan
	  	*	 	$	0.8749	  	5	  	11	  	22
	 Albania
	  	*	 	$	0.2275	  	21	  	43	  	87
	 Albania Cellular
	  	*	 	$	0.2371	  	21	  	42	  	84
	 Albania,Tirana
	  	*	 	$	0.1998	  	25	  	50	  	100
	 Algeria
	  	*	 	$	0.2549	  	19	  	39	  	78
	 American Samoa
	  	*	 	$	0.1488	  	33	  	67	  	134
	 Andorra
	  	*	 	$	0.1128	  	44	  	88	  	177
	 Angola
	  	*	 	$	0.3281	  	15	  	30	  	60
	 Anguilla
	  	*	 	$	0.2685	  	18	  	37	  	74
	 Antigua
	  	*	 	$	0.3173	  	15	  	31	  	63
	 Argentina
	  	*	 	$	0.0984	  	50	  	101	  	203
	 Argentina Cellular
	  	*	 	$	0.1158	  	43	  	86	  	172
	 Argentina,B.A.
	  	*	 	$	0.0653	  	76	  	153	  	306
	 Argentina,Santa Fe
	  	*	 	$	0.1002	  	49	  	99	  	199
	 Armenia
	  	*	 	$	0.3121	  	16	  	32	  	64
	 Armenia Cellular
	  	*	 	$	0.3736	  	13	  	26	  	53
	 Armenia,Yerevan
	  	*	 	$	0.2125	  	23	  	47	  	94
	 Aruba
	  	*	 	$	0.2079	  	24	  	48	  	96
	 Ascension Island
	  	*	 	$	0.8508	  	5	  	11	  	23
	 Atlantic Ocean
	  	*	 	$	6.0852	  	—  	  	1	  	3
	 Atlantic West
	  	*	 	$	5.3866	  	—  	  	1	  	3
	 Australia
	  	*	 	$	0.0684	  	73	  	146	  	292
	 Australia Cellular
	  	*	 	$	0.2635	  	18	  	37	  	75
	 Australia,Adelaide
	  	*	 	$	0.0684	  	73	  	146	  	292
	 Australia,Brisbane
	  	*	 	$	0.0681	  	73	  	146	  	293
	 Australia,Canberra
	  	*	 	$	0.0682	  	73	  	146	  	293
	 Australia,Melbourne
	  	*	 	$	0.0702	  	71	  	142	  	284
	 Australia,Perth
	  	*	 	$	0.0682	  	73	  	146	  	293
	 Australia,Sydney
	  	*	 	$	0.0679	  	73	  	147	  	294
	 Austria
	  	*	 	$	0.0669	  	74	  	149	  	299
	 Austria Cellular
	  	*	 	$	0.3241	  	15	  	30	  	61
	 Austria,Vienna
	  	*	 	$	0.0593	  	84	  	168	  	337
	 Azerbaijan
	  	*	 	$	0.2616	  	19	  	38	  	76
	 Azerbaijan Cell
	  	*	 	$	0.2811	  	17	  	35	  	71
	 Bahamas
	  	*	 	$	0.1765	  	28	  	56	  	113
	 Bahrain
	  	*	 	$	0.3256	  	15	  	30	  	61









											
	 	  	 	 	 RETAIL RATES TO END-USER

	 	  	 	 	 Originating From the U.S.:

	 *
	  	 *
	 	     Rate    
	  	 minutes
p/$5 card
	  	 minutes
p/$10 card
	  	 minutes
p/$20 card

	 Bahrain, Cellular
	  	*	 	$0.3197	  	15	  	31	  	62
	 Bangladesh
	  	*	 	$0.3527	  	14	  	28	  	56
	 Bangladesh Cellular
	  	*	 	$0.3358	  	14	  	29	  	59
	 Bangladesh, Chittagong
	  	*	 	$0.3256	  	15	  	30	  	61
	 Bangladesh, Dhaka
	  	*	 	$0.1970	  	25	  	50	  	101
	 Bangladesh, Syhlet
	  	*	 	$0.3140	  	15	  	31	  	63
	 Barbados
	  	*	 	$0.3066	  	16	  	32	  	65
	 Barbados Cellular
	  	*	 	$0.3070	  	16	  	32	  	65
	 Belarus
	  	*	 	$0.3100	  	16	  	32	  	64
	 Belarus Cellular
	  	*	 	$0.3577	  	13	  	27	  	55
	 Belgium
	  	*	 	$0.0636	  	78	  	157	  	314
	 Belgium Cellular
	  	*	 	$0.3279	  	15	  	30	  	60
	 Belgium, Antwerp
	  	*	 	$0.0659	  	75	  	151	  	303
	 Belgium, Brussels
	  	*	 	$0.0616	  	81	  	162	  	324
	 Belize
	  	*	 	$0.3099	  	16	  	32	  	64
	 Belize, Belize City
	  	*	 	$0.3095	  	16	  	32	  	64
	 Benin
	  	*	 	$0.2801	  	17	  	35	  	71
	 Bermuda
	  	*	 	$0.1713	  	29	  	58	  	116
	 Bhutan
	  	*	 	$0.2327	  	21	  	42	  	85
	 Bolivia
	  	*	 	$0.3407	  	14	  	29	  	58
	 Bolivia Cellular
	  	*	 	$0.3447	  	14	  	29	  	58
	 Bolivia, Cochabamba
	  	*	 	$0.1702	  	29	  	58	  	117
	 Bolivia, La Paz
	  	*	 	$0.1814	  	27	  	55	  	110
	 Bolivia, Santa Cruz
	  	*	 	$0.2037	  	24	  	49	  	98
	 Bosnia and Herzegovina
	  	*	 	$0.2700	  	18	  	37	  	74
	 Bosnia and Herzegovina Cellular
	  	*	 	$0.2913	  	17	  	34	  	68
	 Botswana
	  	*	 	$0.1567	  	31	  	63	  	127
	 Brazil
	  	*	 	$0.1890	  	26	  	52	  	105
	 Brazil Cellular
	  	*	 	$0.3797	  	13	  	26	  	52
	 Brazil, Brasilia
	  	*	 	$0.1439	  	34	  	69	  	138
	 Brazil, Brasilia Cellular
	  	*	 	$0.3598	  	13	  	27	  	55
	 Brazil, Rio Dejanero
	  	*	 	$0.0781	  	63	  	127	  	255
	 Brazil, Rio Dejanero Cellular
	  	*	 	$0.2212	  	22	  	45	  	90
	 Brazil, Sao Paulo
	  	*	 	$0.0702	  	71	  	142	  	284
	 Brazil, Sao Paulo Cellular
	  	*	 	$0.2245	  	22	  	44	  	89
	 British Virgin Islands
	  	*	 	$0.2336	  	21	  	42	  	85
	 Brunei
	  	*	 	$0.1465	  	34	  	68	  	136
	 Brunei Cellular
	  	*	 	$0.1476	  	33	  	67	  	135
	 Bulgaria
	  	*	 	$0.1604	  	31	  	62	  	124
	 Bulgaria Cellular
	  	*	 	$0.3090	  	16	  	32	  	64
	 Bulgaria, Sofia
	  	*	 	$0.0857	  	58	  	116	  	233
	 Burkina Faso
	  	*	 	$0.3402	  	14	  	29	  	58
	 Burundi
	  	*	 	$0.2426	  	20	  	41	  	82
	 Burundi, Bujumbura
	  	*	 	$0.2518	  	19	  	39	  	79
	 Cambodia
	  	*	 	$0.5368	  	9	  	18	  	37
	 Cambodia Cellular
	  	*	 	$0.5802	  	8	  	17	  	34
	 Cambodia, Phnom Penh
	  	*	 	$0.5073	  	9	  	19	  	39
	 Cameroon
	  	*	 	$0.3809	  	13	  	26	  	52
	 Cameroon Cell
	  	*	 	$0.3895	  	12	  	25	  	51
	 Cameroon, Douala
	  	*	 	$0.3446	  	14	  	29	  	58









												
	 	  	 	 	 RETAIL RATES TO END-USER

	 	  	 	 	 Originating From the U.S.:

	 *
	  	 *
	 	     Rate    
	  	 minutes
p/$5 card
	  	 minutes
p/$10 card
	  	 minutes
p/$20 card

	 Canada
	  	*	 	$	0.0585	  	85	  	170	  	341
	 Cape Verde Islands
	  	*	 	$	0.4695	  	10	  	21	  	42
	 Cayman Islands
	  	*	 	$	0.2266	  	22	  	44	  	88
	 Central African Republic
	  	*	 	$	0.3597	  	13	  	27	  	55
	 Chad
	  	*	 	$	0.4762	  	10	  	21	  	42
	 Chile
	  	*	 	$	0.0816	  	61	  	122	  	245
	 Chile Audiotex
	  	*	 	$	0.2239	  	22	  	44	  	89
	 Chile Cellular
	  	*	 	$	0.0759	  	65	  	131	  	263
	 Chile, Easter Island
	  	*	 	$	0.0961	  	52	  	104	  	208
	 Chile, Santiago
	  	*	 	$	0.0736	  	67	  	135	  	271
	 China
	  	*	 	$	0.0770	  	64	  	129	  	259
	 China Cellular
	  	*	 	$	0.0849	  	58	  	117	  	235
	 China, Beijing
	  	*	 	$	0.0706	  	70	  	141	  	283
	 China, Chengdu
	  	*	 	$	0.0757	  	66	  	132	  	264
	 China, Dalian
	  	*	 	$	0.0752	  	66	  	132	  	265
	 China, Fuzhou
	  	*	 	$	0.0789	  	63	  	126	  	253
	 China, Guandong
	  	*	 	$	0.0788	  	63	  	126	  	253
	 China, Shanghai
	  	*	 	$	0.0745	  	67	  	134	  	268
	 China, Shenzhen
	  	*	 	$	0.0749	  	66	  	133	  	266
	 China, South
	  	*	 	$	0.0838	  	59	  	119	  	238
	 Colombia
	  	*	 	$	0.1557	  	32	  	64	  	128
	 Colombia Cellular
	  	*	 	$	0.1593	  	31	  	62	  	125
	 Colombia, Bogota
	  	*	 	$	0.1121	  	44	  	89	  	178
	 Comoros
	  	*	 	$	0.4123	  	12	  	24	  	48
	 Congo
	  	*	 	$	0.2856	  	17	  	35	  	70
	 Cook Islands
	  	*	 	$	0.9397	  	5	  	10	  	21
	 Costa Rica
	  	*	 	$	0.1425	  	35	  	70	  	140
	 Costa Rica Cellular
	  	*	 	$	0.1536	  	32	  	65	  	130
	 Costa Rica, San Jose
	  	*	 	$	0.1430	  	34	  	69	  	139
	 Croatia
	  	*	 	$	0.1225	  	40	  	81	  	163
	 Croatia Cellular
	  	*	 	$	0.3553	  	14	  	28	  	56
	 Cuba
	  	*	 	$	1.0269	  	4	  	9	  	19
	 Cuba, Guantanamo Bay
	  	*	 	$	0.5887	  	8	  	16	  	33
	 Cyprus
	  	*	 	$	0.1963	  	25	  	50	  	101
	 Cyprus Cellular
	  	*	 	$	0.2994	  	16	  	33	  	66
	 Czech Republic
	  	*	 	$	0.0904	  	55	  	110	  	221
	 Czech Republic Cell
	  	*	 	$	0.2733	  	18	  	36	  	73
	 Czech Republic, Prague
	  	*	 	$	0.0767	  	65	  	130	  	260
	 Denmark
	  	*	 	$	0.0677	  	73	  	147	  	295
	 Denmark Cellular
	  	*	 	$	0.2674	  	18	  	37	  	74
	 Denmark, Copenhagen
	  	*	 	$	0.0685	  	73	  	146	  	292
	 Diego Garcia
	  	*	 	$	1.0379	  	4	  	9	  	19
	 Djibouti
	  	*	 	$	0.4722	  	10	  	21	  	42
	 Dominica
	  	*	 	$	0.3173	  	15	  	31	  	63
	 Dominican Republic
	  	*	 	$	0.1408	  	35	  	71	  	142
	 Dominican Republic Audiotex
	  	*	 	$	0.1435	  	34	  	69	  	139
	 Dominican Republic Cell
	  	*	 	$	0.1417	  	35	  	70	  	141
	 Ecuador
	  	*	 	$	0.2357	  	21	  	42	  	84
	 Ecuador Cellular
	  	*	 	$	0.2638	  	18	  	37	  	75
	 Ecuador Otecel Cellular
	  	*	 	$	0.2597	  	19	  	38	  	77









												
	 	  	 	 	 RETAIL RATES TO END-USER

	 	  	 	 	 Originating From the U.S.:

	 *
	  	 *
	 	     Rate    
	  	 minutes
p/$5 card
	  	 minutes
p/$10 card
	  	 minutes
p/$20 card

	 Ecuador Porta Cellular
	  	*	 	$	0.2628	  	19	  	38	  	76
	 Ecuador, Cuenca
	  	*	 	$	0.2054	  	24	  	48	  	97
	 Ecuador, Guayaquil
	  	*	 	$	0.2075	  	24	  	48	  	96
	 Ecuador, Portoviejo
	  	*	 	$	0.2178	  	22	  	45	  	91
	 Ecuador, Quito
	  	*	 	$	0.2639	  	18	  	37	  	75
	 Egypt
	  	*	 	$	0.3641	  	13	  	27	  	54
	 Egypt Cellular
	  	*	 	$	0.3203	  	15	  	31	  	62
	 Egypt, Alexandria
	  	*	 	$	0.3644	  	13	  	27	  	54
	 Egypt, Cairo
	  	*	 	$	0.3618	  	13	  	27	  	55
	 El Salvador
	  	*	 	$	0.2205	  	22	  	45	  	90
	 El Salvador Cell
	  	*	 	$	0.2361	  	21	  	42	  	84
	 Equatorial Guinea
	  	*	 	$	0.3885	  	12	  	25	  	51
	 Eritrea
	  	*	 	$	0.6903	  	7	  	14	  	28
	 Estonia
	  	*	 	$	0.0934	  	53	  	107	  	214
	 Estonia Cellular
	  	*	 	$	0.2398	  	20	  	41	  	83
	 Estonia, Tallin
	  	*	 	$	0.0757	  	66	  	132	  	264
	 Ethiopia
	  	*	 	$	0.5651	  	8	  	17	  	35
	 Ethiopia, Addis Ababa
	  	*	 	$	0.3301	  	15	  	30	  	60
	 Ethiopia, Cellular
	  	*	 	$	0.6580	  	7	  	15	  	30
	 Faeroe Islands
	  	*	 	$	0.1648	  	30	  	60	  	121
	 Falkland Islands
	  	*	 	$	0.6920	  	7	  	14	  	28
	 Fiji Islands
	  	*	 	$	0.4367	  	11	  	22	  	45
	 Finland
	  	*	 	$	0.0758	  	65	  	131	  	263
	 Finland Cellular
	  	*	 	$	0.2385	  	20	  	41	  	83
	 Finland, Helsinki
	  	*	 	$	0.0758	  	66	  	132	  	264
	 France
	  	*	 	$	0.0619	  	80	  	161	  	322
	 France Cell
	  	*	 	$	0.2831	  	17	  	35	  	70
	 France, Paris
	  	*	 	$	0.0593	  	84	  	168	  	337
	 French Antilles
	  	*	 	$	0.2896	  	17	  	34	  	69
	 French Guiana
	  	*	 	$	0.3048	  	16	  	32	  	65
	 French Polynesia
	  	*	 	$	0.4070	  	12	  	24	  	49
	 Gabon Republic
	  	*	 	$	0.2566	  	19	  	38	  	77
	 Gambia
	  	*	 	$	0.2960	  	16	  	33	  	67
	 Georgia
	  	*	 	$	0.1693	  	29	  	59	  	118
	 Georgia Audiotext
	  	*	 	$	0.1489	  	33	  	67	  	134
	 Georgia, Tsiblis
	  	*	 	$	0.1100	  	45	  	90	  	181
	 Germany
	  	*	 	$	0.0640	  	78	  	156	  	312
	 Germany Cellular
	  	*	 	$	0.2889	  	17	  	34	  	69
	 Germany Cellular-D1
	  	*	 	$	0.2889	  	17	  	34	  	69
	 Germany Cellular-D2
	  	*	 	$	0.2886	  	17	  	34	  	69
	 Germany Cellular-Eplus
	  	*	 	$	0.3027	  	16	  	33	  	66
	 Germany Cellular-Viag
	  	*	 	$	0.2845	  	17	  	35	  	70
	 Germany, Berlin
	  	*	 	$	0.0650	  	76	  	153	  	307
	 Germany, Dusseldorf
	  	*	 	$	0.0696	  	71	  	143	  	287
	 Germany, Frankfurt
	  	*	 	$	0.0620	  	80	  	161	  	322
	 Germany, Hamburg
	  	*	 	$	0.0640	  	78	  	156	  	312
	 Ghana
	  	*	 	$	0.1708	  	29	  	58	  	117
	 Ghana Cellular
	  	*	 	$	0.2495	  	20	  	40	  	80
	 Ghana, Accra
	  	*	 	$	0.1397	  	35	  	71	  	143
	 Ghana, Kumasi
	  	*	 	$	0.1658	  	30	  	60	  	120









												
	 	  	 	 	 RETAIL RATES TO END-USER

	 	  	 	 	 Originating From the U.S.:

	 *
	  	 *
	 	     Rate    
	  	 minutes
p/$5 card
	  	 minutes
p/$10 card
	  	 minutes
p/$20 card

	 Ghana, Tema
	  	*	 	$	0.1575	  	31	  	63	  	127
	 Gibraltar
	  	*	 	$	0.1233	  	40	  	81	  	162
	 Greece
	  	*	 	$	0.1100	  	45	  	90	  	181
	 Greece Cellular
	  	*	 	$	0.2500	  	20	  	40	  	80
	 Greece, Athens
	  	*	 	$	0.0976	  	51	  	102	  	204
	 Greece, Athens Special Services
	  	*	 	$	0.1001	  	49	  	99	  	199
	 Greenland
	  	*	 	$	0.5433	  	9	  	18	  	36
	 Grenada
	  	*	 	$	0.3280	  	15	  	30	  	60
	 Guadeloupe
	  	*	 	$	0.2702	  	18	  	37	  	74
	 Guadeloupe, Guadeloupe Cell
	  	*	 	$	0.2528	  	19	  	39	  	79
	 Guam
	  	*	 	$	0.1113	  	44	  	89	  	179
	 Guatemala
	  	*	 	$	0.2545	  	19	  	39	  	78
	 Guatemala Cellular
	  	*	 	$	0.2756	  	18	  	36	  	72
	 Guatemala, Guatemala City
	  	*	 	$	0.2581	  	19	  	38	  	77
	 Guatemala, Guatemala City Cellular
	  	*	 	$	0.2791	  	17	  	35	  	71
	 Guinea
	  	*	 	$	0.2376	  	21	  	42	  	84
	 Guinea-Bissau
	  	*	 	$	0.7988	  	6	  	12	  	25
	 Guyana
	  	*	 	$	0.4827	  	10	  	20	  	41
	 Guyana Audiotext
	  	*	 	$	0.5193	  	9	  	19	  	38
	 Guyana, Georgetown
	  	*	 	$	0.4870	  	10	  	20	  	41
	 Haiti
	  	*	 	$	0.2972	  	16	  	33	  	67
	 Haiti Audiotext
	  	*	 	$	0.4565	  	10	  	21	  	43
	 Haiti, Port-au-Prince
	  	*	 	$	0.2989	  	16	  	33	  	66
	 Honduras
	  	*	 	$	0.5103	  	9	  	19	  	39
	 Honduras Cellular
	  	*	 	$	0.5272	  	9	  	18	  	37
	 Hong Kong
	  	*	 	$	0.0678	  	73	  	147	  	294
	 Hong Kong 8528
	  	*	 	$	0.0674	  	74	  	148	  	296
	 Hong Kong 8529
	  	*	 	$	0.0680	  	73	  	147	  	294
	 Hong Kong Cellular
	  	*	 	$	0.0677	  	73	  	147	  	295
	 Hong Kong Special Services
	  	*	 	$	0.0680	  	73	  	147	  	294
	 Hungary
	  	*	 	$	0.1141	  	43	  	87	  	175
	 Hungary Cellular
	  	*	 	$	0.3000	  	16	  	33	  	66
	 Hungary, Budapest
	  	*	 	$	0.0994	  	50	  	100	  	201
	 Iceland
	  	*	 	$	0.1526	  	32	  	65	  	131
	 Iceland Cellular
	  	*	 	$	0.2158	  	23	  	46	  	92
	 India
	  	*	 	$	0.5071	  	9	  	19	  	39
	 India Cellular
	  	*	 	$	0.5123	  	9	  	19	  	39
	 India, 911
	  	*	 	$	0.5106	  	9	  	19	  	39
	 India, Ahmadabad
	  	*	 	$	0.4238	  	11	  	23	  	47
	 India, Bangalore
	  	*	 	$	0.3219	  	15	  	31	  	62
	 India, Baroda
	  	*	 	$	0.5250	  	9	  	19	  	38
	 India, Bombay
	  	*	 	$	0.3612	  	13	  	27	  	55
	 India, Bombay PLUS
	  	*	 	$	0.5160	  	9	  	19	  	38
	 India, Calcutta
	  	*	 	$	0.3680	  	13	  	27	  	54
	 India, Gujarat
	  	*	 	$	0.5077	  	9	  	19	  	39
	 India, Hyderabad
	  	*	 	$	0.4127	  	12	  	24	  	48
	 India, Jaipur
	  	*	 	$	0.5084	  	9	  	19	  	39
	 India, Karnataka
	  	*	 	$	0.5198	  	9	  	19	  	38
	 India, Kirala
	  	*	 	$	0.4836	  	10	  	20	  	41
	 India, Ludihana
	  	*	 	$	0.5181	  	9	  	19	  	38
	 India, Madras
	  	*	 	$	0.2791	  	17	  	35	  	71









												
	 	  	 	 	 RETAIL RATES TO END-USER

	 	  	 	 	 Originating From the U.S.:

	 *
	  	 *
	 	     Rate    
	  	 minutes
p/$5 card
	  	 minutes
p/$10 card
	  	 minutes
p/$20 card

	 India, New Delhi
	  	*	 	$	0.3383	  	14	  	29	  	59
	 India, Pune
	  	*	 	$	0.5026	  	9	  	19	  	39
	 India, Punjab
	  	*	 	$	0.4922	  	10	  	20	  	40
	 Indian Ocean
	  	*	 	$	2.8338	  	1	  	3	  	7
	 Indonesia
	  	*	 	$	0.1687	  	29	  	59	  	118
	 Indonesia Cellular
	  	*	 	$	0.2872	  	17	  	34	  	69
	 Indonesia, Jakarta
	  	*	 	$	0.1011	  	49	  	98	  	197
	 Indonesia, Surabaya
	  	*	 	$	0.1432	  	34	  	69	  	139
	 Iran
	  	*	 	$	0.1737	  	28	  	57	  	115
	 Iran Cellular
	  	*	 	$	0.2532	  	19	  	39	  	78
	 Iran Tehran
	  	*	 	$	0.1440	  	34	  	69	  	138
	 Iraq
	  	*	 	$	0.6640	  	7	  	15	  	30
	 Ireland
	  	*	 	$	0.0623	  	80	  	160	  	320
	 Ireland Cell
	  	*	 	$	0.3041	  	16	  	32	  	65
	 Ireland, Dublin
	  	*	 	$	0.0629	  	79	  	158	  	317
	 Israel
	  	*	 	$	0.0803	  	62	  	124	  	248
	 Israel Cellular
	  	*	 	$	0.1994	  	25	  	50	  	100
	 Israel Cellular Special
	  	*	 	$	0.1986	  	25	  	50	  	100
	 Israel, Jerusalem
	  	*	 	$	0.0803	  	62	  	124	  	249
	 Israel, Tel Aviv
	  	*	 	$	0.0803	  	62	  	124	  	249
	 Italy
	  	*	 	$	0.0650	  	76	  	153	  	307
	 Italy Cellular
	  	*	 	$	0.3156	  	15	  	31	  	63
	 Italy, Milan
	  	*	 	$	0.0643	  	77	  	155	  	311
	 Italy, Rome (Vatican City)
	  	*	 	$	0.0648	  	77	  	154	  	308
	 Ivory Coast
	  	*	 	$	0.2967	  	16	  	33	  	67
	 Ivory Coast, Abidjan
	  	*	 	$	0.2118	  	23	  	47	  	94
	 Ivory Coast, Cellular
	  	*	 	$	0.2993	  	16	  	33	  	66
	 Jamaica
	  	*	 	$	0.3336	  	14	  	29	  	59
	 Jamaica, Kingston
	  	*	 	$	0.2983	  	16	  	33	  	67
	 Japan
	  	*	 	$	0.0807	  	61	  	123	  	247
	 Japan Cellular
	  	*	 	$	0.2651	  	18	  	37	  	75
	 Japan, Nagoya
	  	*	 	$	0.0815	  	61	  	122	  	245
	 Japan, Okinawa
	  	*	 	$	0.0853	  	58	  	117	  	234
	 Japan, Osaka
	  	*	 	$	0.0909	  	55	  	110	  	220
	 Japan, Osaka Military
	  	*	 	$	0.0853	  	58	  	117	  	234
	 Japan, Sapporo
	  	*	 	$	0.0821	  	60	  	121	  	243
	 Japan, Tokyo
	  	*	 	$	0.0758	  	65	  	131	  	263
	 Japan, Tokyo Military
	  	*	 	$	0.0788	  	63	  	126	  	253
	 Jordan
	  	*	 	$	0.2703	  	18	  	36	  	73
	 Jordan Cellular
	  	*	 	$	0.2724	  	18	  	36	  	73
	 Jordan, Amman
	  	*	 	$	0.2635	  	18	  	37	  	75
	 Kazakhstan
	  	*	 	$	0.2695	  	18	  	37	  	74
	 Kenya
	  	*	 	$	0.3033	  	16	  	32	  	65
	 Kenya Cellular
	  	*	 	$	0.3420	  	14	  	29	  	58
	 Kenya, Mombassa
	  	*	 	$	0.2744	  	18	  	36	  	72
	 Kenya, Nairobi
	  	*	 	$	0.1630	  	30	  	61	  	122
	 Kiribati
	  	*	 	$	0.9750	  	5	  	10	  	20
	 Kuwait
	  	*	 	$	0.2022	  	24	  	49	  	98
	 Kuwait Cellular
	  	*	 	$	0.2024	  	24	  	49	  	98
	 Kyrgystan
	  	*	 	$	0.2678	  	18	  	37	  	74
	 Kyrgystan Cellular
	  	*	 	$	0.2689	  	18	  	37	  	74
	 Laos
	  	*	 	$	0.3727	  	13	  	26	  	53









												
	 	  	 	 	 RETAIL RATES TO END-USER

	 	  	 	 	 Originating From the U.S.:

	 *
	  	 *
	 	     Rate    
	  	 minutes
p/$5 card
	  	 minutes
p/$10 card
	  	 minutes
p/$20 card

	 Latvia
	  	*	 	$	0.2701	  	18	  	37	  	74
	 Latvia Cellular
	  	*	 	$	0.5345	  	9	  	18	  	37
	 Lebanon
	  	*	 	$	0.2376	  	21	  	42	  	84
	 Lebanon Cell
	  	*	 	$	0.3864	  	12	  	25	  	51
	 Lesotho
	  	*	 	$	0.1459	  	34	  	68	  	137
	 Liberia
	  	*	 	$	0.2538	  	19	  	39	  	78
	 Libya
	  	*	 	$	0.2403	  	20	  	41	  	83
	 Liechtenstein
	  	*	 	$	0.4288	  	11	  	23	  	46
	 Lithuania
	  	*	 	$	0.1901	  	26	  	52	  	105
	 Lithuania Cellular
	  	*	 	$	0.2442	  	20	  	40	  	81
	 Luxembourg
	  	*	 	$	0.1057	  	47	  	94	  	189
	 Luxemburg Cellular
	  	*	 	$	0.1704	  	29	  	58	  	117
	 Macao
	  	*	 	$	0.2099	  	23	  	47	  	95
	 Macao Cellular
	  	*	 	$	0.2122	  	23	  	47	  	94
	 Macedonia
	  	*	 	$	0.3223	  	15	  	31	  	62
	 Macedonia, Cellular
	  	*	 	$	0.3313	  	15	  	30	  	60
	 Madagascar
	  	*	 	$	0.4505	  	11	  	22	  	44
	 Madagascar Cellular
	  	*	 	$	0.4936	  	10	  	20	  	40
	 Malawi
	  	*	 	$	0.1542	  	32	  	64	  	129
	 Malawi Cellular
	  	*	 	$	0.1682	  	29	  	59	  	118
	 Malaysia
	  	*	 	$	0.0837	  	59	  	119	  	239
	 Malaysia Cellular
	  	*	 	$	0.0965	  	51	  	103	  	207
	 Malaysia, Johor Bahru
	  	*	 	$	0.0836	  	59	  	119	  	239
	 Malaysia, Kuala Lumpur
	  	*	 	$	0.0839	  	59	  	119	  	238
	 Malaysia, Penang
	  	*	 	$	0.0835	  	59	  	119	  	239
	 Maldives
	  	*	 	$	0.4636	  	10	  	21	  	43
	 Mali
	  	*	 	$	0.3765	  	13	  	26	  	53
	 Malta
	  	*	 	$	0.2107	  	23	  	47	  	94
	 Malta, Cellular
	  	*	 	$	0.2384	  	20	  	41	  	83
	 Marshall Islands
	  	*	 	$	0.6318	  	7	  	15	  	31
	 Mauritania
	  	*	 	$	0.3723	  	13	  	26	  	53
	 Mauritius
	  	*	 	$	0.4214	  	11	  	23	  	47
	 Mexico
	  	*	 	$	0.2050	  	24	  	48	  	97
	 Mexico City
	  	*	 	$	0.0750	  	66	  	133	  	266
	 Mexico, Guadalajara
	  	*	 	$	0.0776	  	64	  	128	  	257
	 Mexico, Monterrey
	  	*	 	$	0.1063	  	47	  	94	  	188
	 Mexico, Puebla
	  	*	 	$	0.1055	  	47	  	94	  	189
	 Micronesia
	  	*	 	$	0.5753	  	8	  	17	  	34
	 Moldova
	  	*	 	$	0.1926	  	25	  	51	  	103
	 Moldova Audiotext
	  	*	 	$	0.1926	  	25	  	51	  	103
	 Monaco
	  	*	 	$	0.2385	  	20	  	41	  	83
	 Monaco Cellular
	  	*	 	$	0.2402	  	20	  	41	  	83
	 Mongolia
	  	*	 	$	0.3369	  	14	  	29	  	59
	 Montserrat
	  	*	 	$	0.4042	  	12	  	24	  	49
	 Montserrat Audiotext
	  	*	 	$	0.3923	  	12	  	25	  	50
	 Morocco
	  	*	 	$	0.3955	  	12	  	25	  	50
	 Morocco Cellular
	  	*	 	$	0.4590	  	10	  	21	  	43
	 Morocco, Casablanca
	  	*	 	$	0.3707	  	13	  	26	  	53
	 Morocco, Meknes
	  	*	 	$	0.4147	  	12	  	24	  	48
	 Morocco, Rabat
	  	*	 	$	0.3824	  	13	  	26	  	52
	 Mozambique
	  	*	 	$	0.3207	  	15	  	31	  	62
	 Mozambique, Cellular
	  	*	 	$	0.3304	  	15	  	30	  	60









												
	 	  	 	 	 RETAIL RATES TO END-USER

	 	  	 	 	 Originating From the U.S.:

	 *
	  	 *
	 	     Rate    
	  	 minutes
p/$5 card
	  	 minutes
p/$10 card
	  	 minutes
p/$20 card

	 Myanmar (Burma)
	  	*	 	$	0.6149	  	8	  	16	  	32
	 Namibia
	  	*	 	$	0.1586	  	31	  	63	  	126
	 Nauru
	  	*	 	$	0.5708	  	8	  	17	  	35
	 Nepal
	  	*	 	$	0.4791	  	10	  	20	  	41
	 Nepal Cellular
	  	*	 	$	0.5179	  	9	  	19	  	38
	 Nepal, Kathmandu
	  	*	 	$	0.4112	  	12	  	24	  	48
	 Neth. Antilles Cellular
	  	*	 	$	0.3218	  	15	  	31	  	62
	 Netherlands
	  	*	 	$	0.0609	  	82	  	164	  	328
	 Netherlands Antilles
	  	*	 	$	0.2591	  	19	  	38	  	77
	 Netherlands Antilles, Curacao
	  	*	 	$	0.2854	  	17	  	35	  	70
	 Netherlands Antilles, Curacao Cellular
	  	*	 	$	0.3211	  	15	  	31	  	62
	 Netherlands Antilles, St. Martin
	  	*	 	$	0.2146	  	23	  	46	  	93
	 Netherlands Cellular
	  	*	 	$	0.3559	  	14	  	28	  	56
	 Netherlands, Amsterdam
	  	*	 	$	0.0609	  	82	  	164	  	328
	 Netherlands, Rotterdam
	  	*	 	$	0.0615	  	81	  	162	  	325
	 Nevis
	  	*	 	$	0.4374	  	11	  	22	  	45
	 New Caledonia
	  	*	 	$	0.4255	  	11	  	23	  	47
	 New Zealand
	  	*	 	$	0.0732	  	68	  	136	  	273
	 New Zealand Cellular
	  	*	 	$	0.3092	  	16	  	32	  	64
	 New Zealand, Aukland
	  	*	 	$	0.0721	  	69	  	138	  	277
	 Nicaragua
	  	*	 	$	0.3362	  	14	  	29	  	59
	 Nicaragua Cellular
	  	*	 	$	0.3343	  	14	  	29	  	59
	 Nicaragua, Managua
	  	*	 	$	0.4278	  	11	  	23	  	46
	 Niger
	  	*	 	$	0.3020	  	16	  	33	  	66
	 Niger Cellular
	  	*	 	$	0.3175	  	15	  	31	  	62
	 Nigeria
	  	*	 	$	0.3918	  	12	  	25	  	51
	 Nigeria Cellular
	  	*	 	$	0.4870	  	10	  	20	  	41
	 Nigeria, Ilorin
	  	*	 	$	0.3907	  	12	  	25	  	51
	 Nigeria, Lagos
	  	*	 	$	0.1861	  	26	  	53	  	107
	 Nigeria, Lagos Special Services
	  	*	 	$	0.1782	  	28	  	56	  	112
	 Nigeria, Lagos Urban
	  	*	 	$	0.1873	  	26	  	53	  	106
	 Nigeria, Urban Cities
	  	*	 	$	0.3745	  	13	  	26	  	53
	 Niue
	  	*	 	$	0.8748	  	5	  	11	  	22
	 No. Mariana Islands
	  	*	 	$	0.2838	  	17	  	35	  	70
	 North Korea
	  	*	 	$	0.7452	  	6	  	13	  	26
	 Norway
	  	*	 	$	0.0635	  	78	  	157	  	314
	 Norway Cellular
	  	*	 	$	0.2838	  	17	  	35	  	70
	 Oman
	  	*	 	$	0.4535	  	11	  	22	  	44
	 Pakistan
	  	*	 	$	0.5084	  	9	  	19	  	39
	 Pakistan Cellular
	  	*	 	$	0.5184	  	9	  	19	  	38
	 Pakistan Lahore Cellular
	  	*	 	$	0.5134	  	9	  	19	  	38
	 Pakistan, Islamabad
	  	*	 	$	0.5060	  	9	  	19	  	39
	 Pakistan, Karachi
	  	*	 	$	0.4863	  	10	  	20	  	41
	 Pakistan, Karachi Region
	  	*	 	$	0.4900	  	10	  	20	  	40
	 Pakistan, Lahore
	  	*	 	$	0.5047	  	9	  	19	  	39
	 Palau
	  	*	 	$	0.5551	  	9	  	18	  	36
	 Palestine
	  	*	 	$	0.1083	  	46	  	92	  	184









												
	 	  	 	 	 RETAIL RATES TO END-USER

	 	  	 	 	 Originating From the U.S.:

	 *
	  	 *
	 	     Rate    
	  	 minutes
p/$5 card
	  	 minutes
p/$10 card
	  	 minutes
p/$20 card

	 Panama
	  	*	 	$	0.2661	  	18	  	37	  	75
	 Panama Cellular
	  	*	 	$	0.4184	  	11	  	23	  	47
	 Panama, Panama City
	  	*	 	$	0.2655	  	18	  	37	  	75
	 Papua New Guinea
	  	*	 	$	0.2501	  	19	  	39	  	79
	 Paraguay
	  	*	 	$	0.2510	  	19	  	39	  	79
	 Paraguay Cell
	  	*	 	$	0.3564	  	14	  	28	  	56
	 Paraguay, Asuncion
	  	*	 	$	0.1627	  	30	  	61	  	122
	 Paraguay, Urban
	  	*	 	$	0.2828	  	17	  	35	  	70
	 Peru
	  	*	 	$	0.1918	  	26	  	52	  	104
	 Peru Cellular
	  	*	 	$	0.3793	  	13	  	26	  	52
	 Peru, Lima
	  	*	 	$	0.0906	  	55	  	110	  	220
	 Peru, Lima Cellular
	  	*	 	$	0.3509	  	14	  	28	  	56
	 Philippines
	  	*	 	$	0.2054	  	24	  	48	  	97
	 Philippines Cellular
	  	*	 	$	0.4360	  	11	  	22	  	45
	 Philippines Spec. Serv.
	  	*	 	$	0.2071	  	24	  	48	  	96
	 Philippines, Cebu
	  	*	 	$	0.2051	  	24	  	48	  	97
	 Philippines, Manila Spec. Serv.
	  	*	 	$	0.2051	  	24	  	48	  	97
	 Philippines, Manilla
	  	*	 	$	0.2049	  	24	  	48	  	97
	 Poland
	  	*	 	$	0.1576	  	31	  	63	  	126
	 Poland Cellular
	  	*	 	$	0.3507	  	14	  	28	  	57
	 Poland, Warsaw
	  	*	 	$	0.1523	  	32	  	65	  	131
	 Portugal
	  	*	 	$	0.0863	  	57	  	115	  	231
	 Portugal Cellular
	  	*	 	$	0.3351	  	14	  	29	  	59
	 Portugal, Lisbon
	  	*	 	$	0.0775	  	64	  	129	  	258
	 Portugal, Madeira Islands
	  	*	 	$	0.0830	  	60	  	120	  	240
	 Portugal, Porto
	  	*	 	$	0.0822	  	60	  	121	  	243
	 Puerto Rico
	  	*	 	$	0.0848	  	58	  	117	  	235
	 Qatar
	  	*	 	$	0.5238	  	9	  	19	  	38
	 Qatar Cellular
	  	*	 	$	0.5661	  	8	  	17	  	35
	 Reunion Island
	  	*	 	$	0.6224	  	8	  	16	  	32
	 Romania
	  	*	 	$	0.2351	  	21	  	42	  	85
	 Romania Cellular
	  	*	 	$	0.2866	  	17	  	34	  	69
	 Romania, Bucharest
	  	*	 	$	0.1301	  	38	  	76	  	153
	 Russia
	  	*	 	$	0.1288	  	38	  	77	  	155
	 Russia Cellular
	  	*	 	$	0.1335	  	37	  	74	  	149
	 Russia Overlay
	  	*	 	$	0.1447	  	34	  	69	  	138
	 Russia, Moscow
	  	*	 	$	0.0600	  	83	  	166	  	333
	 Russia, Moscow Suburb
	  	*	 	$	0.0802	  	62	  	124	  	249
	 Russia, Outer St. Petersburg
	  	*	 	$	0.0737	  	67	  	135	  	271
	 Russia, Rostovdon
	  	*	 	$	0.1322	  	37	  	75	  	151
	 Russia, St. Petersburg
	  	*	 	$	0.0689	  	72	  	145	  	290
	 Rwanda
	  	*	 	$	0.2699	  	18	  	37	  	74
	 San Marino
	  	*	 	$	0.1036	  	48	  	96	  	192
	 Sao Tome
	  	*	 	$	1.3363	  	3	  	7	  	14
	 Saudi Arabia
	  	*	 	$	0.3199	  	15	  	31	  	62
	 Saudi Arabia Cellular
	  	*	 	$	0.3500	  	14	  	28	  	57
	 Saudi Arabia, Dhahran
	  	*	 	$	0.2057	  	24	  	48	  	97
	 Saudi Arabia, Jeddah
	  	*	 	$	0.1244	  	40	  	80	  	160
	 Saudi Arabia, Riyadh
	  	*	 	$	0.1297	  	38	  	77	  	154









												
	 	  	 	 	 RETAIL RATES TO END-USER

	 	  	 	 	 Originating From the U.S.:

	 *
	  	 *
	 	     Rate    
	  	 minutes
p/$5 card
	  	 minutes
p/$10 card
	  	 minutes
p/$20 card

	 Senegal
	  	*	 	$	0.3537	  	14	  	28	  	56
	 Senegal Cellular
	  	*	 	$	0.3527	  	14	  	28	  	56
	 Senegal, Dakar
	  	*	 	$	0.3146	  	15	  	31	  	63
	 Serbia-Yugoslavia
	  	*	 	$	0.2043	  	24	  	48	  	97
	 Serbia-Yugoslavia Cellular
	  	*	 	$	0.2661	  	18	  	37	  	75
	 Serbia-Yugoslavia, Belgrade
	  	*	 	$	0.2030	  	24	  	49	  	98
	 Seychelles Islands
	  	*	 	$	0.4261	  	11	  	23	  	46
	 Sierra Leone
	  	*	 	$	0.4813	  	10	  	20	  	41
	 Sierra Leone, Freetown
	  	*	 	$	0.4384	  	11	  	22	  	45
	 Singapore
	  	*	 	$	0.0554	  	90	  	180	  	361
	 Singapore Cellular
	  	*	 	$	0.0601	  	83	  	166	  	332
	 Slovakia
	  	*	 	$	0.1393	  	35	  	71	  	143
	 Slovakia Cellular
	  	*	 	$	0.2819	  	17	  	35	  	70
	 Slovakia, Bratislava
	  	*	 	$	0.1166	  	42	  	85	  	171
	 Slovenia
	  	*	 	$	0.1531	  	32	  	65	  	130
	 Slovenia Cellular
	  	*	 	$	0.2844	  	17	  	35	  	70
	 Solomon Islands
	  	*	 	$	1.1972	  	4	  	8	  	16
	 Somalia
	  	*	 	$	0.9379	  	5	  	10	  	21
	 South Africa
	  	*	 	$	0.1403	  	35	  	71	  	142
	 South Africa Cell
	  	*	 	$	0.3155	  	15	  	31	  	63
	 South Africa, Cape Town
	  	*	 	$	0.1382	  	36	  	72	  	144
	 South Africa, Durban
	  	*	 	$	0.1382	  	36	  	72	  	144
	 South Africa, Johannesburg
	  	*	 	$	0.1380	  	36	  	72	  	144
	 South Korea
	  	*	 	$	0.0766	  	65	  	130	  	261
	 South Korea Cellular
	  	*	 	$	0.1649	  	30	  	60	  	121
	 South Korea, Seoul
	  	*	 	$	0.0767	  	65	  	130	  	260
	 South Korea, Seoul Cellular
	  	*	 	$	0.0811	  	61	  	123	  	246
	 Spain
	  	*	 	$	0.0611	  	81	  	163	  	327
	 Spain Cellular
	  	*	 	$	0.3190	  	15	  	31	  	62
	 Spain, Barcelona
	  	*	 	$	0.0614	  	81	  	162	  	325
	 Spain, Madrid
	  	*	 	$	0.0571	  	87	  	175	  	350
	 Sri Lanka
	  	*	 	$	0.3897	  	12	  	25	  	51
	 Sri Lanka Cellular
	  	*	 	$	0.4179	  	11	  	23	  	47
	 Sri Lanka, Colombo
	  	*	 	$	0.4024	  	12	  	24	  	49
	 St. Helena
	  	*	 	$	0.7869	  	6	  	12	  	25
	 St. Kitts
	  	*	 	$	0.3645	  	13	  	27	  	54
	 St. Lucia
	  	*	 	$	0.3516	  	14	  	28	  	56
	 St. Pierre & Miquelon
	  	*	 	$	0.2888	  	17	  	34	  	69
	 St. Vincent
	  	*	 	$	0.3988	  	12	  	25	  	50
	 Sudan
	  	*	 	$	0.4487	  	11	  	22	  	44
	 Suriname
	  	*	 	$	0.4706	  	10	  	21	  	42
	 Suriname Cellular
	  	*	 	$	0.4799	  	10	  	20	  	41
	 Swaziland
	  	*	 	$	0.2342	  	21	  	42	  	85
	 Sweden
	  	*	 	$	0.1115	  	44	  	89	  	179
	 Sweden Cellular
	  	*	 	$	0.2771	  	18	  	36	  	72
	 Sweden, Stockholm
	  	*	 	$	0.0602	  	83	  	166	  	332
	 Switzerland
	  	*	 	$	0.0678	  	73	  	147	  	295
	 Switzerland Cellular
	  	*	 	$	0.3297	  	15	  	30	  	60
	 Switzerland, Zurich
	  	*	 	$	0.0670	  	74	  	149	  	298
	 Syria
	  	*	 	$	0.5192	  	9	  	19	  	38









												
	 	  	 	 	 RETAIL RATES TO END-USER

	 	  	 	 	 Originating From the U.S.:

	 *
	  	 *
	 	     Rate    
	  	 minutes
p/$5 card
	  	 minutes
p/$10 card
	  	 minutes
p/$20 card

	 Taiwan
	  	*	 	$	0.0758	  	65	  	131	  	263
	 Taiwan Cellular
	  	*	 	$	0.2526	  	19	  	39	  	79
	 Taiwan, Taipei
	  	*	 	$	0.0730	  	68	  	137	  	274
	 Tajikistan
	  	*	 	$	0.2911	  	17	  	34	  	68
	 Tanzania
	  	*	 	$	0.3840	  	13	  	26	  	52
	 Tanzania, Dar Es Salaam
	  	*	 	$	0.2863	  	17	  	34	  	69
	 Thailand
	  	*	 	$	0.1895	  	26	  	52	  	105
	 Thailand Cellular
	  	*	 	$	0.2049	  	24	  	48	  	97
	 Thailand, Bangkok
	  	*	 	$	0.1033	  	48	  	96	  	193
	 Togo
	  	*	 	$	0.3608	  	13	  	27	  	55
	 Tokelau
	  	*	 	$	0.8051	  	6	  	12	  	24
	 Tonga Islands
	  	*	 	$	0.5890	  	8	  	16	  	33
	 Trinidad
	  	*	 	$	0.2358	  	21	  	42	  	84
	 Trinidad Off Net
	  	*	 	$	0.2383	  	20	  	41	  	83
	 Trinidad Special Services
	  	*	 	$	0.2394	  	20	  	41	  	83
	 Trinidad, Port Of Spain
	  	*	 	$	0.2331	  	21	  	42	  	85
	 Tunisia
	  	*	 	$	0.3740	  	13	  	26	  	53
	 Tunisia Cellular
	  	*	 	$	0.3838	  	13	  	26	  	52
	 Turkey
	  	*	 	$	0.2599	  	19	  	38	  	76
	 Turkey Cellular
	  	*	 	$	0.3139	  	15	  	31	  	63
	 Turkey, Ankara
	  	*	 	$	0.1648	  	30	  	60	  	121
	 Turkey, Istanbul
	  	*	 	$	0.1333	  	37	  	74	  	149
	 Turkmenistan
	  	*	 	$	0.3173	  	15	  	31	  	63
	 Turks & Caicos Islands
	  	*	 	$	0.3041	  	16	  	32	  	65
	 Tuvalu
	  	*	 	$	1.9806	  	2	  	5	  	10
	 Uganda
	  	*	 	$	0.2450	  	20	  	40	  	81
	 Uganda Cellular
	  	*	 	$	0.2444	  	20	  	40	  	81
	 Uganda, Kampala
	  	*	 	$	0.2472	  	20	  	40	  	80
	 Ukraine
	  	*	 	$	0.2421	  	20	  	41	  	82
	 Ukraine Cellular
	  	*	 	$	0.2140	  	23	  	46	  	93
	 Ukraine, Kharkov
	  	*	 	$	0.2036	  	24	  	49	  	98
	 Ukraine, Kiev
	  	*	 	$	0.1594	  	31	  	62	  	125
	 Ukraine, Kiev Region
	  	*	 	$	0.1590	  	31	  	62	  	125
	 Ukraine, Lviv
	  	*	 	$	0.1990	  	25	  	50	  	100
	 Ukraine, Odessa
	  	*	 	$	0.1915	  	26	  	52	  	104
	 United Arab Emirates
	  	*	 	$	0.3507	  	14	  	28	  	57
	 United Arab Emirates Cellular
	  	*	 	$	0.3585	  	13	  	27	  	55
	 United Kingdom
	  	*	 	$	0.0563	  	88	  	177	  	355
	 United Kingdom Cellular
	  	*	 	$	0.2506	  	19	  	39	  	79
	 United Kingdom, London
	  	*	 	$	0.0567	  	88	  	176	  	352
	 United States Alaska
	  	 	 	$	0.058	  	 	  	 	  	 
	 United States Hawaii
	  	 	 	$	0.058	  	 	  	 	  	 
	 Uruguay
	  	*	 	$	0.2631	  	19	  	38	  	76
	 Uruguay Cellular
	  	*	 	$	0.3313	  	15	  	30	  	60
	 Uruguay Montevideo
	  	*	 	$	0.1810	  	27	  	55	  	110
	 US Virgin Islands
	  	*	 	$	0.0829	  	60	  	120	  	241
	 Uzbekistan
	  	*	 	$	0.2304	  	21	  	43	  	86
	 Vanuatu Republic
	  	*	 	$	1.1181	  	4	  	8	  	17
	 Venezuela
	  	*	 	$	0.2376	  	21	  	42	  	84









												
	 	  	 	 	 RETAIL RATES TO END-USER

	 	  	 	 	 Originating From the U.S.:

	 *
	  	 *
	 	     Rate    
	  	 minutes
p/$5 card
	  	 minutes
p/$10 card
	  	 minutes
p/$20 card

	 Venezuela Cellular
	  	*	 	$	0.3744	  	13	  	26	  	53
	 Venezuela, Caracas
	  	*	 	$	0.1226	  	40	  	81	  	163
	 Venezuela, Caracas Audiotex
	  	*	 	$	0.1244	  	40	  	80	  	160
	 Venezuela, Cristbol
	  	*	 	$	0.2180	  	22	  	45	  	91
	 Venezuela, Maracaibo
	  	*	 	$	0.1905	  	26	  	52	  	105
	 Venezuela, Valencia
	  	*	 	$	0.1770	  	28	  	56	  	113
	 Vietnam
	  	*	 	$	0.7045	  	7	  	14	  	28
	 Vietnam Cellular
	  	*	 	$	0.7166	  	6	  	13	  	27
	 Vietnam Ho Chi Min Cellular
	  	*	 	$	0.7246	  	6	  	13	  	27
	 Vietnam, Ba Ria Vung Tau
	  	*	 	$	0.7334	  	6	  	13	  	27
	 Vietnam, Can Tho
	  	*	 	$	0.7448	  	6	  	13	  	26
	 Vietnam, Hanoi
	  	*	 	$	0.6852	  	7	  	14	  	29
	 Vietnam, Ho Chi Min
	  	*	 	$	0.6926	  	7	  	14	  	28
	 Vietnam, Khanh Hoa
	  	*	 	$	0.6556	  	7	  	15	  	30
	 Wallis & Futuna Islands
	  	*	 	$	0.6957	  	7	  	14	  	28
	 Western Samoa
	  	*	 	$	0.5103	  	9	  	19	  	39
	 Yemen
	  	*	 	$	0.4289	  	11	  	23	  	46
	 Zaire
	  	*	 	$	0.3369	  	14	  	29	  	59
	 Zaire Cellular
	  	*	 	$	0.3855	  	12	  	25	  	51
	 Zambia
	  	*	 	$	0.2085	  	23	  	47	  	95
	 Zambia, Lusaka
	  	*	 	$	0.2051	  	24	  	48	  	97
	 Zambia, PTT
	  	*	 	$	0.1910	  	26	  	52	  	104
	 Zimbabwe
	  	*	 	$	0.1043	  	47	  	95	  	191
	 Zimbabwe Cellular
	  	*	 	$	0.1176	  	42	  	85	  	170
	 Zimbabwe, Harare
	  	*	 	$	0.1032	  	48	  	96	  	193



	*	[Subject to a request for confidential treatment; Separately filed with the Commission] 








 EXHIBIT D 
 TECHNICAL REQUIREMENTS 
  
 IDT 


			
	 ATS phone product
	  	Version 3                                
		
	 Project outline
	  	 

  
 Product functionality:

  
 ATC will sell cordless phones utilized in homes and small
businesses. These phones will come packaged with an inactive calling card; additionally the phone will feature a L.D.S (Long Distance Service) button. When the user presses the LDS button the phone will automatically dial the IDT platform.

  
 When using the platform for the first time the user will be
prompted for: 
  

	 	1)	A store name/Vendor (supplied by End User) 

  

	 	2)	An account number (11 digit number supplied by IDT and printed and packaged by ATC) 

  

	 	3)	The phone ANI. 

  
 Once this information is captured, and provided that Customer orders a minimum of [Subject to a request for confidential treatment; Separately filed
with the Commission], the user will be allowed to use a value of promotional minutes determined by Customer (promotional minutes billed to ATC at 3.9 cents per minute [Subject to a request for confidential treatment; Separately filed with the
Commission]) that have been pre-provisioned on the account, not added at activation. The user will then be able to use the “LDS” button and/or calling card until promotional minute depletion. The user will be prompted via standard IVR
to recharge when the balance reaches five dollars. The amount of the promo minutes will be less then the amount of the threshold, therefore, all calls made with promo minutes will be prompted for recharge. 
  
 Below are the responsibilities for each party. Underlined items are potentially possible are
not currently in place. These items will be discussed in further detail at the end of the document. 
  
 IDT Responsibilities: 
  

	 	a.	Customer Service or IVR 

  

	 	a.	Collect ANI, PIN, and Store name 

  

	 	b.	Join pre-created PIN and ANI 

  

	 	c.	Activate 100 free promo minutes 

  

	 	d.	Accept and facilitate incoming activation and recharge PINs via IVR or Customer Service. 

  

	 	e.	Track Calls 

  

	 	i.	This paid service is available for a fee at customer request. 

  

	 	ii.	ATC outbound surveys are available for a fee at customer request. 

  

	 	f.	Charge and accept payment 

  

	 	i.	Post activation 

  

	 	1.	Accept and charge users account via credit card 

  

	 	a.	Setup Auto recharge at users request 

  

	 	b.	Setup ability for IVR recharge 

  

	 	2.	Accept and charge users account via ECP 

  

	 	b.	Platform 

  

	 	a.	Set target balance and notification prompt for recharging the account 

  

	 	b.	Transfer user to CS rep or IVR for recharging. 

  

	 	i.	After 1st time charge setup the account ability
to recharge via IVR. 

  

	 	c.	Recharging 

  

	 	i.	Auto Recharge 









	 	1.	Preset amount recharged when account hits preset threshold 

  

	 	ii.	IVR Recharge 

  

	 	1.	User interacts with IVR to recharge account 

  

	 	iii.	Assisted Recharge 

  

	 	1.	User interacts with CS rep to recharge account 

  

	 	d.	Setup Account expiration: 

  

	 	i.	Utilizing existing expiration policies 

  

	 	e.	Setup Surcharge for all calls made via calling card with appropriate surcharges as required and directed 

  

	 	i.	DNIS Surcharge 

  

	 	f.	Upon Calling from ATC phone 

  

	 	i.	After a customer activates the phone/account but has not charged the account 

  

	 	1.	User is prompted via IVR to recharge the account 

  

	 	a.	If yes, the user is transferred to Customer Service or IVR so the billing information can be captured 

  

	 	b.	If no, the user is prompted to enter the number they wish to call 

  

	 	ii.	After a customer has charged and/or recharged the account 

  

	 	1.	User is prompted to enter the number they wish to dial or press a predetermined keypad button to go to customer service. 

  

	 	g.	Upon Calling from any phone via calling card (see “f” above as procedure is the same) 

  

	 	c.	Debit/Operations 

  

	 	a.	Utilize appropriate Anti-Fraud procedures to catch fraud 

  

	 	b.	Utilize existing reports. 

  

	 	i.	How many accounts have been activated by Vendor by user 

  

	 	ii.	How many accounts have been recharged by Vendor by user 

  
 i.e. 
  

							
	 Vendor

	  	Customer Area-
code &Exchange

	  	$ Charged
(period)

	  	 $ Charged
 (Total-life of
 account)


	 *
	  	*	  	*	  	*



	*	[Subject to a request for confidential treatment; Separately filed with the Commission] 

  

	 	c.	Creation of program 

  

	 	d.	Creation of 2 access numbers 

  

	 	i.	Branded IDT service access number hard coded into phone hardware (number TBD) 

  


	 	ii.	Branded IDT service access number printed on calling card (number TBD) 

  

	 	e.	Generate Calling Card PINs 

  
 ATC Responsibilities 
  

	 	a.	Product Creation 

  

	 	a.	Create Hardware, including hard coding preset LDS button pointed to our platform 

  

	 	b.	Produce Packaging and IDT marketing 

  

	 	c.	Produce physical calling card with our pins 

  

	 	d.	Supply number of Pin’s to create 

  

	 	e.	If Pin’s have different values ATC must manage accounts 

  

	 	b.	Promotional card 

  

	 	a.	Purchase promotional cards/accounts at 3.9 cents per minute less negotiated [Subject to a request for confidential treatment; Separately filed with the Commission] discount.










	 	c.	Customer Experience 

  

	 	a.	Give general guidelines and script for Customer Service to follow 

  

	 	d.	Reporting 

  

	 	a.	Supply any and all detailed specifications for reports required by them. 

  

	 	e.	Vendor List 

  

	 	a.	All vendors selling product. 

  
 Customer Experience – FLOW (phone activation) 
  

	 	a.	Customer purchases ATC cordless phone with IDT (LDS) feature built in. 

  

	 	b.	Customer presses the “talk” button followed by the LDS button on the ATC phone. 

  

	 	a.	Customer is automatically directed to the IDT platform (DNIS) 

  

	 	i.	Customer chooses to “charge” the product (via rep or IVR) 

  

	 	ii.	Customer enters all necessary information. 

  

	 	b.	Customer hangs up and is now allowed to utilize free promotional minutes 

  

	 	i.	Customer presses LDS button 

  

	 	1.	The phone automatically calls the platform 

  

	 	2.	ANI recognition allows the user to directly enter the number they wish to dial or be transferred to a rep for account “Charging”. 

  

	 	3.	Call completes as standard until promotional minutes run out 

  

	 	a.	Prompted with each call to “charge” the account. 

  

	 	ii.	Customer goes to another phone and utilizes the phone card provided. 

  

	 	1.	The incoming call IVR requests the PIN 

  

	 	a.	User enters information 

  

	 	2.	The incoming call IVR requests the number to dial or transfer to CS. 

  

	 	a.	User enters information 

  

	 	b.	Call completes as standard until promotional minutes run out 

  

	 	c.	Each call into the platform this way is surcharged $.025 

  

	 	c.	Customer balance hits targeted point 

  

	 	i.	IVR prompts user to recharge the account 

  

	 	ii.	Platform gives user the option to recharge at this point 

  

	 	1.	If Yes, Call is directed to CS where necessary information is collected. 

  

	 	2.	If validate via fraud procedure account is credited 

  

	 	iii.	User declines to recharge 

  

	 	1.	Continues to use up remainder of balance, prompted to recharge with each call 

  


	 	d.	Users balance runs out. 

  

	 	i.	Upon hitting the “LDS” button is automatically transferred to CS 

  

	 	ii.	Upon utilizing the calling card is automatically transferred to CS 

  
 Current Issues 








					
	 Issue

	  	 Proposed Solution

	  	 Development Impact


	 	  	* - Denotes item is not currently available	  	 
			
	 Store Name (or ID) Capture
	  	 Customer Service rep verbally receives information and enters it to d-base
	  	 Create drop down menu with all known vendors, from which a rep can select

			
	 Automated Activation
	  	 Develop IVR*
  
 Utilize customer service to capture activation information
	  	 *Phase II upon development

			
	 Track Calls
	  	 Integrate UDB for call tracking purposes *
  
 Rep manual logging *
	  	 *At customer purchase

			
	 Reporting
	  	 Text, comma delimited or Excel Spreadsheet depending on report as currently done*
	  	 *Phase II will customize if volume warrants

			
	 Expiration
	  	 Expirations will not be altered.
	  	 *Phase II if volume warrants

			
	 Additional promo minutes –added when an existing customer buys an extension phone
	  	 Have a customer service rep add credit or select a pre-defined field to add 100 additional promo
minutes.
  
 This is as opposed to adding
a new account
	  	 *Phase II if volume warrants


  
 PHASE
II 
  

	 	-	Custom Expiration 


	 	-	Automated Activation 


	 	    	Custom reporting