EX-10.31


         CARRIER SERVICE AGREEMENT FOR INTERNATIONAL TERMINATING TRAFFIC

THIS AGREEMENT is made and entered into as of this 17th day of May, 2000, by and
between QWEST COMMUNICATIONS CORPORATION, (collectively referred to as "Qwest"
and/or "QCC"), a Delaware corporation (hereinafter referred to as "Customer"),
with offices at 555 17th Street, Denver, Colorado 80202 and FUSION
TELECOMMUNICATIONS INTERNATIONAL, (herein referred to as "Service Provider"),
with offices at 420, Lexington Avenue, Suite 518, New York, NY 10170, Customer
and Service Provider being collectively referred to herein as the Parties.

                                   WITNESSETH:

         WHEREAS, Service Provider owns and operates telecommunications
facilities and is in the business of providing dedicated switched
telecommunications Services; and

         WHEREAS, Service Provider is desirous of providing dedicated switched
transport Services to Customer on Service Provider facilities pursuant to
certain terms and conditions set forth in this Agreement; and

         WHEREAS, Customer and its Affiliates, (as defined in Section 11) are
desirous of having Service Provider provide such telecommunications Service.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the Parties hereby mutually agree as follows:

1.       SERVICE TO BE PROVIDED BY SERVICE PROVIDER:

         (a) Service Provider shall provide telecommunication services and
facilities to Customer to route Customers international, telecommunications
traffic to and from various destinations/originations around the world
(hereinafter collectively, "Service'). The destinations/originations offered by
the Service Provider for the provision of Service are listed in Exhibit A, and
maybe amended from time to time by Service Provider upon fifteen (15) calendar
days prior written notice to Customer, with the exception of Puerto Rico,
Alaska, Hawaii and the United States Virgin Islands, which shall have a rate
notification period of thirty (30) days. Service provider shall provide Customer
with rate/destination notifications as outlined in Section 3 of this Agreement.

         (b) Customer shall access Service Provider's network via dedicated
lines "Access Lines" offered from local exchange carriers or alternate access
carriers, (collectively, "Alternate carriers"). If Customer orders an Access
Line from an Alternate Carrier, Customer shall pay the alternate carrier
directly for the access line. If Customer requests Service Provider to order the
access line and same is permitted by the Alternate Carrier, Service Provider
shall order of the Access Line on behalf of Customer and shall have the
Alternate Carrier or Service Provider bill Customer directly for the Access
Line. Services requested by Customer hereunder shall be in accordance with the
Customer's specifications and Agreement as to the rates therefore, and with the
Service Providers ordering policies, practices and procedures, all as in effect
and as may be revised from time to time.

         (c) Service Provider shall provide to Customer accurate international
dialing codes for all international destinations to which the Service Provider
is providing the Service to Customer in Exhibit A, and on all subsequent rate
notifications. Service provider shall provide Customer with written updates of
these codes on a continuous basis within five (5) calendar days of any code
changes.

         (d) Service Provider shall provide Customer with a complete rate sheet
at the end of each calendar quarter for all international destinations. This
quarterly rate sheet shall include all destinations, current rates, and dialing
codes that the Service Provider is offering to Customer.

         (e) Service Provider shall have an account representative
meet/teleconference with Customer on a quarterly basis, at a minimum, to discuss
cost reductions and/or recommendations for improvements to



                                       1
<PAGE>

Services. Further, the account representative shall advise Customer as to any
new technology that has become commercially available from Service Provider and
which shall assist Customer in improving the quality of Services and/or reduce
its costs.

2.       TERM AND TERMINATION

         (a) The term of this Agreement shall commence on the date this
Agreement is made and entered into, terminating one (1) year thereafter
("Initial Term") or less terminated earlier by Customer upon thirty (30)
calendar days written notice to Service Provider without further liability. This
Agreement shall be automatically renewed in successive one-year periods (each a
"Renewal Term") until terminated by either Party providing the other with thirty
(30) calendar days prior written notice. Both the Initial Term and any Renewal
Term shall be collectively referred to herein as the "Term".

         (b) If Customer fails to make payments of undisputed amounts when due,
and then does not cure such failure within thirty (30) calendar days after
receiving written notice thereof from Service Provider, Service Provider may
suspend Service until undisputed amounts are paid by Customer.

         (c) In addition to the provisions in Section 2 herein, additional
termination provisions are provided for in the following sections of this
Agreement: 3(c), 6(b), 11, and Exhibit B(11) and (12).

3.       RATES AND TAXES.

         (a) Customer shall pay the undisputed monthly reoccurring, usage, and
nonrecurring charges, if any, in U.S. dollars at the rates set forth in Exhibit
A of this Agreement unless such charges are waived by Service Provider. The
Parties agree that for all Services, functions, and items provided or to be
provided under this Agreement, Customer shall not be obligated to pay Service
Provider any amounts in addition to the charges payable to Service Provider
under this Section 3 and Exhibit A. Service Provider and Customer mutually agree
that Customer has no obligation, legal or otherwise, to purchase any amount of
Services hereunder during the Term of this Agreement.

         (b) Each call shall be billed in six (6) second increments. For the
purposes of this Agreement, the Service Provider shall invoice the Customer
utilizing Bulk Rounding, as hereinafter defined. Bulk rounding is defined as
carrying over the 3rd and 4th place amounts of a call charged to the next call,
and counting to do so until one full cent ($.01) is accrued. When that has
occurred, the one cent is applied to the next call("Bulk Rounding"). In
addition, the Service employees whole call rounding, which means that all calls
are rounded only once, as opposed to once for each element (e.g., initial and
incremental). For in instance, an actual call bills as...

<TABLE>
<CAPTION>
CALL DURATION                       BILL    CARRY    COMMENTS
-------------------------------------------------------------
<S>                                 <C>     <C>      <C>
-.1234 minutes                      0.12    .0034
-.2345 minutes                      0.23    .0079    (.0034+.0045 [last two digits in call duration)
-.3456 minutes                      0.35    .0035    (.0079+.0056=.0135, so .34 becomes .35 and .0035
                                                     goes to next call)
-.4567 minutes                      0.46    .0002    (.0035+.0067=.0102, so .45 becomes .46 and .0002
                                                     goes to next call)
-.5678 minutes                      0.56    .0080    (.0002+.0078=.0080)
</TABLE>

         (c) Service Provider may, upon fifteen (15) calendar days written
notice to Customer, at the specified address below, increase any of the rates
for any of the international destinations set forth in this Agreement, or as
later offered to Customer from Service Provider, and in a rate change
notification or addenda. Customer may, upon written notice to Service Provider,
terminate the Agreement and all Service provided thereunder immediately and
without further liability if Service Provider increases any of the rates set
forth in Exhibit A. In the event of such termination, Customer shall pay Service
Provider for all undisputed charges incurred up through the date of termination.
In the event that Service Provider decreases any of the rates for any of the
countries set forth in this Agreement, the lower rates shall be




                                       2
<PAGE>

effective immediately upon written notification to Customer or the earlier data
of rate decrease approval, as may be applicable.

Rate change notifications shall be sent to the following address:

                        Quest Communications Corporation
                        Attn: International Cost Optimization Department
                        4250 N. Fairfax Drive
                        Arlington, VA 22203
                        Voice: (703) 363-3139
                        Facsimile: (703) 363-5775

         (d) For purposes of this Agreement,(tax or taxes) shall mean any and
all national, federal, state and local taxes, including, without limitation,
sales, use, value added, surcharges, excise, franchise, property, commercial,
property, license, privilege, utility and gross receipts taxes, levies, duties,
other similar tax-like charges and tax-related surcharges which may be required
or imposed by any legitimate domestic or foreign taxing authority applicable to
the Services being provided to a Party ("Tax or t Taxes"). Each Party shall be
responsible for any and all Taxes on (i) property it owns or leases and (ii) its
business, its net income in gross receipts. Each Party shall be solely
responsible for its own taxes, including without limitation, Tax filing,
payment, protest, audit and litigation. Service provider agrees that it shall be
solely responsible for any Taxes payable by it (i) any goods or Services used or
consumed by Service Provider in providing the Services, (ii) where the Tax
imposed on Service Provider's acquisition, ownership or use of such goods or
Services and (iii) where the amount of Tax is measured by Service Provider's
cost and acquiring, owning or using such goods or Services, and not by
Customer's cost of acquiring Services from Service Provider. In addition,
Customer may provide the Service Provider with any applicable Tax exempt
certificates that may be pertinent to such Services being provided by Service
Provider under this Agreement.

         (e) Service Provider represents to Customer that all Services provided
under this Agreement shall be provided at prices and upon the terms that are no
less favorable to Customer than the prices and terms offered by Service Provider
to any third Party for similar volumes of substantially similar Services.
Service provider shall adjust its prices as necessary to remain in compliance
with its obligation under this Section. In the event that any prices or terms
for the Services provided hereunder are to be reduced or changed under this
Section, Service Provider shall notify Customer in writing thereof, and such
reduced prices or more favorable terms shall become effective immediately and
retroactively upon earlier of the (i) date such new prices or terms or made
available to such other third Party or (ii) notification of such reduction.
Customer shall be entitled to a credit for all amounts overpaid due to the
retroactive true up of such prices, and the corresponding credit, and/or price
adjustments shimmy reflected on the next invoice submitted to Customer by
Service Provider.

4.       Payment:

         (a) Service Provider shall provide to Customer monthly invoices
accompanied by the Call Detail Records ("CDR"), if available, covering
designated thirty (30) calendar day periods. CDR's, billing specifications and
invoices shall be submitted to Customer from Service Provider as provided in
Exhibit D and Exhibit E, attached hereto. Customer shall use commercially
reasonable efforts to pay undisputed amounts on such invoices within thirty (30)
calendar days from Customer's actual receipt of invoice (the "Payment Period").
Any disputes that Customer may have concerning an invoice must be brought to
Service Provider's attention within ninety (90) calendar days of the date of
invoice and the Parties shall cooperate in good faith to resolve any such
disputes within forty-five 45 calendar day period after the date such disputes
are brought to Service Provider's attention. If the dispute is not resolved
during this period, then either Party may seek arbitration in accordance with
Section 13 below. Notwithstanding any provisions contained in this Agreement to
the contrary, Customers failure to pay any invoice or portion thereof as a
result of an unresolved dispute shall not be considered a breach of the terms
and provisions of this Agreement.


                                       3
<PAGE>

         (b) Service Provider shall bill for all Services rendered within sixty
(60) calendar days of the scheduled billing date or shall forfeit the right to
collect for such charges. The Customer has the right to refuse payment for such
charges billed subsequent to the sixty (60) calendar day period. The Service
Provider and/or or Customer shall deduct any such charges from the Customer's
legitimate Service charges on any subsequent invoice.

         (c) if CDR's are available, Service Provider shall supply accurate
CDR's, and no additional charge, for Services purchased by Customer. When and if
Service Provider develops the capability to deliver CDR's on a real-time basis
by means of electronic data transfer, it shall offer Customer the opportunity to
participate in any "beta" test of the capability.

         (d) Service Provider shall notify Customer of any modification in the
format of the CDRs at least ninety (90) days prior to the first delivery of such
modified CDR. Such notice shall include an explanation of the modification
sufficient to allow Customer to modify/program its systems to process the
modified CDR. In no event shall Service Provider modify the format of the CDR in
a manner that would prevent Customer from billing its customers promptly and
accurately.

5.       Currency:

         (a) All fees, advances, payments, commissions, reimbursements, and
indemnification payments and other payments under or pursuant to this Agreement
shall be calculated and made in the currency of US dollars, unless otherwise
specifically agreed to in any particular Exhibit.

         (b) The Parties confirmed that the introduction of a single currency
(the "Euro") to replace the national currency of a European Monetary Union
member state shall not have the effect of altering any term of this Agreement or
of discharging or excusing performance under this Agreement, nor give any Party
the right to unilaterally alter or terminate this Agreement.

6.       Warranties:

         (a) Service Provider represents and warrants to Customer that it has
the right to provide to Customer the Service specified herein, and that it is an
Entity, duly organized, validly existing and in good standing under the laws of
its origin, with all requisite power to enter into and perform the obligations
under this Agreement in accordance with its terms.

         (b) Service Provider shall provide Service that means generally
accepted industry Service standards, including without limitation, the standards
set forth in Exhibit B (the "Service Standards"), attached hereto. In the event
that Service Provider fails to meet the Service standards, Customer, may at its
sole discretion, terminate the Agreement immediately without further liability
to Customer.

         (c) Service Provider shall warrant, without limitation as to any time
period, on behalf of itself and its third Parties, that the Services and
facilities utilized by it to provide Services shall not incur any errors as a
result of the century date change in the year 2000.

7.       Maintenance/repair: Service Provider shall provide maintenance and
repair on Services as set forth in Exhibit B. and make available to Customer and
escalation procedure as described in Exhibit C, attached hereto.

8.       Indemnification/Limitation of Liability: The Service Provider shall
defend, indemnify and hold Customer harmless from and against all claims,
demands, actions, causes of action, judgments, costs and reasonable attorneys'
fees(including an allocable amount of in-house counsel expenses) and expenses of
any kind arising from or related to any use of the Service or otherwise arising
under this Agreement. In no event shall either Party be liable for any loss of
profits, or for any indirect, incidental, punitive, reliance, special, exemplary
or consequential damages.


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<PAGE>

9.       This Agreement for Service is made pursuant to and shall be construed
and enforced in accordance with the laws in force and the State of New York,
without giving effect to principles regarding conflict of laws (excluding
Section 5-1401 of the New York General Obligations Law, as amended from time to
time, or any successor provisions thereto).

10.      Confidentiality: Should confidential or proprietary information of
either Customer or Service Provider be disclosed to the other Party in the
performance of this Agreement, the Party receiving such confidential or
proprietary information (hereinafter "Recipient") hereby agrees to receive such
information and covenants, and take such precautions as may be necessary to
protect same from disclosure to others, during the initial term of this
Agreement and for two (2) years following termination of this Agreement.
Precautions taken shall be at least equivalent to recipient's precautions with
respect to its own confidential and proprietary information, but in no event
less than a commercially reasonable efforts standard of care ("Confidential
Information") shall mean proprietary and confidential data or information of a
Party, which is of a tangible or intangible value to that Party and is not
public information or is not generally known or available to that Party's
competitors but is known only to that Party, and those of its employees,
independent contractors, consultants, Customers or agents to whom it must be
confided in order to apply it to the uses intended, including, without
limitation, information regarding that Party's Customers or prospective
Customers, marketing methods and business plans gained by the other Party).
Confidential Information shall not include information which (i) at the time of
disclosure to recipient is in the public domain through no acts or omissions of
recipient; (ii) as shown by written records, is already known to recipient;
(iii) is revealed to Recipient by third-Party, who does not thereby breach any
obligation of confidentiality or who discloses such information in good faith;
(iv) as disclosed pursuant to a legal order to disclose same to any governmental
Entity or pursuant to judicial or quasi judicial action (so long as Recipient
gives disclosing Party prompt written notice sufficient to allow disclosing
Party to seek a protective order or other appropriate remedy). Recipient agrees
to disclose only such confidential information as is legally required and shall
use its commercially reasonable efforts to obtain confidential treatment for any
confidential or proprietary information so disclosed.

11.      Assignability. Neither Party may assign this Agreement or any of its
rights hereunder without the prior written consent of the other Party, which the
other Party may grant or withhold in its sole discretion. Notwithstanding the
foregoing, the Parties may assign this Agreement or any other rights and
benefits hereunder without the consent of the other Party under the following
conditions: (a) to any Affiliate, as described below, of such Party, to the
surviving Entity, as defined below, into which such Party may merge or
consolidate; or (b) to any Entity to which the Party transfers all, or
substantially all, of its business and assets, provided that the assignor shall
remain liable for all of its obligations hereunder and such assignee shall in
writing assume all obligations of the assignor hereunder arising after the
effective date of such assignment; or (c) if necessary to satisfy the rules,
regulations and/or orders of any federal, state or local governmental agency or
body. Any prohibited assignment or delegation shall be null and void. If during
the Term of this Agreement, an Entity acquires a controlling interest in or
substantially all of the assets of Qwest, acquiring Entity or successor shall
have the right, terminate this Agreement immediately and without further
liability, financial or otherwise. ("Affiliate" defined as, (i) any individual,
corporation, partnership, limited liability company, limited liability
partnership, practice, association, joint stock company, trust, unincorporated
organization or other venture or business vehicle (each an "Entity") in which a
Party owns a twenty (20%) or greater equity interest; or (ii) any Entity which,
directly or indirectly, is in control of, is controlled by or is under common
control with a Party, as applicable, after applying the attribution rules of
Section 318 of the Internal Revenue Code. For the purpose of this definition,
control of an Entity shall include the power, directly or indirectly, whether or
not excised: (i) to vote fifty (50%) (or such lesser percentage as is the
maximum allowed to be owned by a foreign corporation in a particular
jurisdiction) or more of the securities or other interest having ordinary voting
power for the election of directors or other managing authority of such Entity;
or (ii) to direct or cause the direction of the management or policies of such
Entity, whether through ownership of voting securities, partnership interest or
equity, by contract or otherwise.)

12.      Notices: notices required or permitted under this Agreement shall be in
writing and delivered by certified mail, return receipt requested, courier, or
by facsimile or electronic transmission (followed up by telephone call to
confirm receipt of facsimile or electronic transmission) to the persons whose
names and



                                       5
<PAGE>

businesses addresses appear below and such notice, except for rate increase
notifications, shall be effective on the date of receipt or refusal thereof by
the receiving Party. Any notice delivered by hand shall be deemed received at
the time of delivery and any notice sent by certified mail or courier shall be
deemed to have been received and the date shown as received or upon the return
receipt. Any notice sent by facsimile transmission or electronic transmission
shall be deemed to have been delivered upon the date verbal confirmation of
receipt of such notice has been made.

If to Customer:

Qwest Communications Corporation

Attn: Contract Manager/Legal Dept.

4650 Lakehurst Court

Dublin, Ohio 43016

Voice: (614) 798-6426

Facsimile: (614) 798-6498

E-mail: diane.wright@qwest.com


With a copy of all applicable rate change notices to:

Qwest Communications Corporation

Attn: Director International Cost Optimization

4250 N. Fairfax Drive

Arlington, VA 22203

Voice: (703) 363-3139

Facsimile: (703) 363-5775


With a copy to:

Qwest Communications Corporation

Attn: General Counsel/ Legal Dept.

1000 Qwest Tower

555 17th Street

Denver, CO 80202


If to Service Provider:

Fusion Telecommunications International, Inc.

Attn: Howard Miller, VP Sales & Marketing

420 Lexington Avenue

Suite 518

New York, New York 10170

Voice: 212-201-2410

Facsimile 212-972-2111

E-mail: hmiller@fusiontel.com


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<PAGE>

13.      Arbitration. Any dispute arising between Service Provider and Customer
in connection with this Agreement, which is not settled to the mutual
satisfaction of Customer in Service Provider within forty five (45) calendar
days(or such longer period as may be mutually agreed upon) from the date that
either Party informs the other in writing that such dispute or disagreement
exists, shall be settled by arbitration conducted in Washington DC in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
then in effect on the date that such notice is given. The decision of the
arbitrator shall be final and binding upon the Parties, except for instances
where misapplication of the law has occurred, and judgment may be obtained
thereon by either Party in a court of competent jurisdiction. Each Party shall
bear the costs of preparing and presenting its case. The cost of arbitration,
including the fees and expenses of the arbitrator, shall be shared equally by
the Parties unless the award otherwise provides. The arbitrator shall not be
able to award, nor shall any Party be entitled to receive punitive, incidental,
indirect, consequential, exemplary, reliance or special damages, including
damages for lost profits.

14.      Compliance with laws:

         (a) At all times during the term of this Agreement, Service Provider
represents and warrants to Customer that all Service rendered by it hereunder
shall be designed, produced, installed, furnished and in all respects provided
and maintained in full conformance and compliance with all applicable laws,
rules and regulations relating to or affecting the performance of their
obligations hereunder including relating to the Services, and shall secure and
maintain in full force and effect all licenses, permits and authorizations from
all governmental entities in the U.S. and each and every other country, where
the Services are provided, as applicable, to the extent the same are required or
devisable for the performance of the respective obligations hereunder. Service
Provider shall keep Customer informed of all governmental regulations, licenses,
permits and authorizations which may affect the business of Customer and a
particular country or which Customer may be required to procure in a particular
country where Services are provided.

         (b) Service Provider hereby agrees that its shareholders, directors,
officers, employees, agents or contractors shall not make, authorize or offer,
or cause to be made or offered, any payment, loan or gift of money or anything
of value directly or indirectly to: (i) any official or employee of any
government, or agency or instrumentality thereof; (ii) any political Party or
official thereof or any candidate for political office; (iii) any person; under
circumstances in which the shareholders, directors, officers, employees, agents
or contractors of Service Provider knows or has reason to know, that all or a
portion of such money or thing of value shall be offered or given, directly or
indirectly, to any person named in clauses (i) and (ii) above to influence a
decision or to gain any advantage to Service Provider or its shareholders,
directors, officers, employees, agents or subcontractors, or to retain business
for or with, or directing business to, Service Provider, or in connection with
any transaction relating to this Agreement, which could result in violation of
the U.S. Foreign Corrupt Practices Act, as amended and any other law,
regulation, order, decree or directive having the force of law and relating to
bribery, kick-backs, or similar business practices. For purposes of this
Agreement, the term "official" shall mean and include any employee or officer
and public Service or in the private sector, any employee of official in any
governmental or quasi-governmental department, agency or instrumentality
thereof, or any person or entity acting in an official capacity for on behalf of
any such government or department, agency or instrumentality.

15.      Miscellaneous:

         (a) This Agreement is not constitute either Party as the agent or legal
representative of the other Party and does not create a partnership or joint
venture between Customer in Service Provider.



                                       7
<PAGE>

Neither Party shall have any authority to enter into an Agreement for or by any
other Party in any manner whatsoever. This Agreement confers no rights of any
kind upon any third Party.

         (b) The failure of either Party to give notice of default or to enforce
or insist upon compliance with any of the terms or conditions of this Agreement
shall not be considered the waiver of any other term or condition of this
Agreement.

         (c) Though subsequent Agreement among the Parties concerning the
Service shall be effective or binding unless it is made in writing by authorize
representatives of the Parties.

         (d) In the event of a conflict between this Agreement and any of its
Exhibits, the terms and conditions of this Agreement shall take precedence.

         (e) If any part of any provision of this Agreement or any other
Agreement, document or writing given pursuant to or in connection with this
Agreement shall be invalid or unenforceable under applicable law, said part
shall be ineffective to the extent of such invalidity only, without in any way
affecting the remaining parts of such provision or the remaining provisions of
this Agreement.

         (f) This Agreement is nonexclusive. Nothing in this Agreement shall
prevent Customer or Service Provider from entering into similar Agreements with,
or otherwise providing Services to, any other person or Entity.

         (g) Neither Party shall issue a news release, public announcement,
advertisement, or other form of publicity concerning existence of this Agreement
or the Services to be provided hereunder without obtaining the prior written
approval of the other Party. Service provider shall not include Qwest's name in
any list of Customers or disclose Qwest as a Customer without the prior express
written approval of Qwest.

         (h) Neither Party shall, without the other Party's prior written
consent, use any trademark Service mark, brand-name, copyright, patent, or any
other intellectual property of any other Party or its respective Affiliates.
Since a breach of this material obligation may cause irreparable harm to which
monetary damages may be inadequate, in addition to other available remedies, the
non-breaching Party may seek injunctive relief for any disclosure in violation
hereof.

         (i) If Service Provider is also purchasing Services from Customer,
Service Provider shall use commercially reasonable efforts to warrant that it
shall not knowingly route any calls to Customer for the same countries to which
Customer is purchasing Service from Service Provider. In addition, if Service
Provider routes Customer's traffic to another carrier that is also using Qwest
as a Service Provider for termination other traffic the same destination (i.e.,
international country or city), Service Provider shall immediately, upon
notification from Qwest, change the routing of Customers calls to the
destination in question.

         (j) References in this Agreement to Customer shall include its
Affiliates and respective employees, agents, successors (whether by operation of
law or otherwise) and permitted assigns.

         (k) This Agreement constitutes the entire understanding of the Parties
with respect to the subject matter hereof, and it supersedes all prior or
contemporaneous oral or written Agreements, understandings and representations
with respect thereto.

         (l) Any and all provisions of this Agreement which by their nature or
terms contemplate survival beyond the expiration of this Agreement or which are
reasonably necessary to survive termination in order to achieve the respective
fundamental purposes, including without limitation, any provision to this
Agreement relating to or specifically entitled [Confidentiality,
Indemnification, Liability, Dispute Resolution, Marks, Intellectual Property and
Arbitration] shall survive and continue to bind the Parties following any
termination of this Agreement.


                                       8
<PAGE>

         (m) The Parties, who have both been represented by legal counsel, have
jointly participated in negotiating and drafting this Agreement, including its
Exhibits and any attachments. In the event, an ambiguity or question of intent
arises, this Agreement shall be construed as if jointly drafted by the Parties
and no presumption, interference or burden of proof shall arise favoring or
disfavoring a Party by virtue of authorship of any or all of the Agreement
provisions.

Qwest Communications Corporation

Signature: ____/Dean E. Thrish/___

Printed Name: Dean E. Thrish

Title: Sr. Director, ICO

Date: May 19, 2000

Fusion Telecommunications International

Signature: ___/Howard J. Miller/___

Printed Name: Howard J. Miller

Title: VP Sales and Marketing

Date: 5/17/00



                                       9