BILLING     SERVICES  AGREEMENT  (ONE  PLUS  (L*))

     THIS  BILLING  SERVICES AGREEMENT-ONE PLUS ("Agreement") is entered into as
of  the 9th day of December, 1996 ("Effective Date"), by and between INTEGRETEL,
INCORPORATED  ("IGT"),  a  California  corporation  and  AMERICAN  NORTEL
COMMUNICATIONS,  INC.,  ("Customer").

                                    RECITALS

     WHEREAS,  Customer  is  the  provider  of  presubscribed  1+  services  and
                                                ---------------------------
Customer  represents  and  warrants  that  such  services  DO  NOT  Include  any
entertainment  and/or  information  value;  and

     WHEREAS,  IGT  is  engaged  in  the business of providing telephone company
billing  and  collection  and  associated  services  to  the  telecommunications
industry;  and

     WHEREAS,  IGT  is  willing to provide its services to Customer and Customer
desires  to  obtain  such services from IGT upon the terms and conditions stated
herein;

     NOW,  THEREFORE,  the  parties hereto, in Consideration of mutual covenants
and  agreements  contained  herein,  do  hereby  agree  as  follows:

     1,  DEFINITION. For  purposes  of this Agreement, the following terms shall
have  the  meaning  set  forth  below:

(a)  "Basic  Services"  shall  mean  generally:
(i)  the  submission  of Customer's Billing Transactions to the Telcos; (ii) the
collection  of  funds  from  the  Telcos  with  respect  to  Customer's  Billing
Transactions;

     (iii}  the  remittance  to  Customer  of funds to which it is entitled; and

<PAGE>
     (iv)  the  provision  of  bill  inquiry  service  to  End-Users accounts in
response  to  direct  contact  from  End-Users or through Telco referral as more
specifically  described  in  Exhibit  E  herein;  and

     (v)  handling  of  written  disputes  from  End-Users either directly or by
referral  to  Customer,  including but not limited to, disputes directed through
regulatory  agencies.

     (b)  "Billing Contracts" shall mean those billing and collection agreements
          -------------------
entered  into  between  IGT and certain telephone companies and/or certain third
parties  who  contract  directly  with such telephone companies as identified on
Exhibit  A.

     (c)  "Billing  transaction(s)"  shall  mean  the  use  by  End-Users  of
          -------------------------
Customer's  services  which  give  rise  to  billable  transactions submitted by
 Customer to IGT for  billing  and  collection.

     (d)  "Billing  Transaction  Data"  -  shall  mean  the  data summarizing or
          ----------------------------
evidencing  Customer's  Billing  Transactions.

     (e)  "END-USER(S)"  shall  mean  the  users  of  Customer's  Services.
          -------------

     (f)  "IGT  Reserve"  shall  mean  any  additional  reserve amounts that IGT
          --------------
reasonably  determines is necessary to protect IGT's business exposure rating to
the  collection  of  Customer's  Billing  Transactions.  Such additional reserve
amounts  are  generally  required  when  the  quality  or  quantity  of  Billing
Transactions  varies  measurably  from  expectation.

     (g)  "Major  Telcos" shall mean U.S. West, Pacific Telesis, Ameritech, Bell
     ---------------
Atlantic,  Nynex, Bell South, Southwestern Bell, GTE or any others as designated
by  IGT.

     (h)  "Recourse"  shall  mean  a  post  billing adjustment where an End-User
          ----------
challenges  charges,  It  generally  occurs  within sixty (60) days of a deposit
cycle  but may also be delayed. Recourse is authorized by the Telcos as provided
in  the Billing Contracts or by IGT in accordance with the guidelines in Exhibit
E.

     (i) "Reserves" shall mean collectively the Telco Holdback and IGT Reserves.
         ----------

<PAGE>
     (j)  "Subscriber  Inquiry  Services"  shall  mean the bill inquiry services
          -------------------------------
which  IGT provides to End-Users in response to direct contact from End-Users or
through  Telco  referrals, as more fully described on Exhibit E attached hereto.

     (k)  "Taxes"  shall  mean  all  federal, state or local sales, use, excise,
gross  receipts  or  other  taxes  imposed  on  or  with  respect  to Customer's
Billing Transactions.

     (l)  "Taxes"  shall  mean  those  telephone  companies listed on Exhibit A,
          -------
attached  hereto, as may be amended by IGT from time to time, with which IGT has
entered  into  Billing  Contracts  either  directly  or indirectly through third
parties  who  contract  directly  with  such  telephone  companies.

     (m)  "Telco  Holdback"  shall  mean  an amount of offset against Customer's
          -----------------
Billing Transactions  to cover Customer's reasonable share of the Telco Reserve.

     (n)  "Telco  Holdback  Rate"2  shall mean the percentage rate of Customer's
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Billing  Transactions  required  for  the  Telco Holdback amount and is based on
either:

     (i)  The  current  Telco Reserve Rate which is subject to unilateral change
without  notice;  or

     (ii)  IGT's  analysis  of  Telco  supplied  account  write-off  detail  as
applicable  to  Customer's  specific  End-User  accounts;  or

     (iii) An initial start rate of six percent (6%) for those Telcos capable of
providing  account  write-off detail but for which Customer specific history has
not  yet  been  established.

     (o)  "Telco  Reserve"  shall  mean  an  amount  withheld  by  the Telco, in
          ----------------
anticipation  of  uncollectables,  based  on  IGT's  aggregate  customer  mix.

     (p)  "Telco  Reserve  Rate"  shall  mean  the  percentage of gross billings
          ----------------------
reserved  by  the  Telco  and is determined by the Telco based on the results of
Telco  True-ups  and  their  internal  calculation  methodologies.

     (q)  "Telco True-up"  shall mean the process by which a Telco, from time to
          ---------------
time:

<PAGE>

     (i)  determines  whether  Telco  Reserve amounts for uncollectible End-User
accounts  were  in excess or less than the amount of the Telco's actual realized
bad  debt  ("RBD")  for  a  particular  period,  and

     (ii)  collects  from  or refunds to IGT, as the case may be, any difference
between  the  reserves  held  beck  by  the  Telco  and  the  RBD,

     (r)  "True-up"  shall  mean  the  process by which IGT reconciles the Telco
Heldback  held  from  Customer's  funds  and  the  RBD  as  it fairly relates to
Customer's  Billing  Transactions. Such True-up shall be conducted in accordance
with  IGT's internal methodology and shall be based on the time periods and data
supplied  to  IGT  through  the  Telco  True-up  process.

     (s)  "Unbillables"shall  mean Billing Transactions designated by a Telco as
          -------------
not  billable  based  on  their  own  internal  editing  process.

     (t)  "Uncollectibles" shall mean Billing Transactions designated by a Telco
     ----------------
as  not  collectible  based  on  their  own  Internal  editing  process.

     2.  IGT  SERVICES. IGT, as a limited, agent for Customer, agrees to provide
         --------------
the  Basic  Services  to  Customer  in  accordance with the terms and conditions
contained  herein.  Customer  acknowledges  and  agrees that IGT is not deemed a
trustee  or  fiduciary  in  its  performance  of  this  Agreement.

     3.  CUSTOMER  SUBMISSION  OF  BILLING  TRANSACTIONS  TO  lGT.
         ---------------------------------------------------------

     (a)  Customer  acknowledges  and  agrees that at least seventy-five percent
(75%)  of the submitted Billing Transactions will be billable within one or more
of  the  Major  Telcos.

     (b) Customer shall submit to IGT its Billing Transaction Data in the format
set  forth  on  Exhibit  B  or other mutually agreed upon format. Customer shall
submit  such  information  in  a  timely manner consistent with the schedule set
forth  in  Exhibit  C.

     (c)  IGT  reserves  the  right  to refuse to accept any and all of Customer
Billing  Transactions  that  are  not  formatted  as  set forth above or are not
submitted in a timely  manner  consistent  with  Exhibit  C.

<PAGE>
     4.     IGT  EDIT.
            ----------

     (a)  Upon IGT's receipt of Customer's Billing Transaction Data as set forth
above,  IGT shall subject such information to its proprietary edit process. This
edit  process will screen the call information for compliance with Telco, legal,
regulatory  and  other  requirements  set forth herein before the information is
forwarded  to  the  Telcos.  IGT shall have sole discretion to determine whether
Customer's  Billing  Transaction  Data meets IGT's screening criteria. If any of
Customer's  Billing  Transactions ere found by that edit process to fail to meet
the  applicable requirements, IGT shall return such transactions to Customer and
shall  not  charge  Customer  any  fee  with  respect  to  such rejected Billing
Transactions.  IGT  shall  have  no further responsibility for any such returned
Billing  Transactions.

     (b)  Any  Billing  Transactions  submitted  to  IGT which were initiated by
End-User's  that  reside  in  an area where IGT has no Billing Contract with the
Telco  servicing  such  area,  wilt be edited and returned to Customer. Customer
agrees  and  acknowledges  that  IGT  may unilaterally amend, from time to time,
Exhibit  A hereto by adding or deleting Telcos. IGT shall provide written notice
to  Customer  of  any  changes.

     5.     TELCOSUBMISSION.  EDIT.&  COLLECTION.
            -------------------------------------

     (a) In accordance with the schedule set forth in Exhibit C, as updated from
time  to  time,  IGT  shall  submit  to the Telcos those Billing Transactions of
Customer  that  have  passed the screening of IGT's edit process. The applicable
Telco  may subject Customer's Billing Transactions submitted to it by IGT to its
own  edit  process  and .thereby refuse to bill certain transactions even though
the  transaction  passed the IGT edit. After receipt of notice by the Telco that
certain Billing Transactions are Unbillable and have been rejected by the Telcos
edit  process,  IGT  may  take  steps  to  correct  the problem and resubmit the
Unbillable,  or rejected, Billing Transactions to the Telcos if IGT, in its sole
discretion,  believes  that  the Problem can be corrected by reasonable efforts.
Customer  agrees  to  fully  cooperate  with  IGT  in  making any such necessary
corrections.  Transactions  rejected and returned to IGT in an electronic format
by  the  Telco  which  IGT  determines  not  to  resubmit  will  be  returned to

<PAGE>
Customer  and  IGT  shall  have  no  further  responsibility  for  such returned
transactions.  Customer  shall,  however,  be  charged  IGT fees with respect to
Billing  Transactions  rejected  by  Telcos.

     (b) Subject to terms and conditions set forth herein and in accordance with
the  Billing  Contracts, IGT shall collect funds from the Telcos with respect to
the  Billing  Transactions  and  promptly  remit,  less  deductions  and  fees.

     6.     DEDUCTIONNS  FROM  BIILLING  TRANSACTIONS.
            ------------------------------------------

     (a)  In addition to any fees payable to IGT pursuant to this Agreement, IGT
shall  withhold  from  sums  otherwise  owing to Customer for Customer's Billing
Transactions  an  amount necessary to offset Unbillables, Recourse, Reserves and
any True-Up shortfall (referred to collectively as "Offsets"). In the event such
Offsets  are in excess of the funds otherwise due to Customer, IGT shall invoice
Customer  for  such  excess  amount  and  Customer shall pay such amounts within
fifteen  (15)  days  of  invoice.

     (b)  IGT shaIl exercise reasonable efforts to provide supporting detail for
all  Offsets  in  a  manner  consistent with the detail supplied to IGT from the
Telcos.  In  the  event  that  supporting  detail is of a form that it cannot be
provided  to  Customer,  IGT shall make it available for Customer's review, upon
Customer's  written  request,  at  IGT's  premises during normal business hours.

     (c)  In the event a Telco applies a deduction that cannot be supported with
specific  detail,  IGT  shall  apply  an  Offset  to  Customer  based,  at IGT's
discretion,  either  on  (i) Customer specific information available for similar
deductions;  or

     (ii)  Customer's proportional share of the total billings for the Telco and
period  affected.

     (d)  Customer  acknowledges that while IGT may be responsible to the Telcos
for  any  shortfalls,  Customer is ultimately responsible for such sums once IGT
has paid the Telcos out of the Reserves. IGT shall invoice Customer for any such
shortfall,  and  Customer  shell pay IGT within fifteen (15) days of the date of
the  invoice.

<PAGE>
7.     TAXES.
       ------

     With  respect  to  Taxes  arising  from  Customer's  Billing  Transactions
submitted  to Telcos by IGT, certain Telcos shall pay such taxes directly to the
appropriate  taxing  authority.  Other  Telcos  remit such tax funds to IGT with
instructions  for  payment  of the taxes by IGTCustomer and IGT acknowledge that
IGT  shall  not  be responsible for the accuracy of the tax determination by the
Telcos  or  the  failure  of the Telcos to properly remit such taxes. IGT shall,
however, exercise reasonable efforts to assist Customer in resolving any dispute
concerning  taxes,  Additionally, unless calculated by the Telcos, IGT Shall not
be  responsible  in  anyway  for  any  intrastate  taxes  payable  on  Billing
Transactions  that  may  be  paid  outside of such state. The Customer agrees to
indemnify  and  hold  IGT harmless from and against any liability or loss, as to
the  Customer's  services resulting from any taxes, penalty, interest, additions
to  tax,  surcharges  or  other  charges or expenses payable or incurred by IGT.

     8.     SERVLCE  FEES  AND  OTHER  DEDUCTIONS.
            --------------------------------------

     (a)  IGT Fees. For Basic Service, IGT shall receive and Customer shall pay,
          ---------
primarily  by  means  of  IGT  withholding  such  sums from its disbursements to
Customer,  a  fee  for  each  of  Customer's Billing Transactions submitted to a
Telco,  and  a  fee  for  each subsequent inquiry performed with respect to such
Billing  Transactions.  The  IGT fee shall only be assessed once with respect to
any  particular  Billing Transaction, unless the Billing Transaction [s rejected
by  the  Telco  due to a matter relating to Customer's processing of the Billing
Transactions  or  Customer's  failure  to  meet legal or regulatory criteria, in
which case IGT shall be entitled to another fee for any such Billing Transaction
resubmitted  to  the  Telcos, IGT's fees shall be as set forth in Exhibit G. IGT
may  adjust  its  fees  on  sixty  (60)  days  prior written notice to Customer,
provided,  however,  that said adjustment shall not exceed ten percent (10%) per
year.

     (b)  Recourse Adjustments. In addition to any Billing Transactions rejected
          ---------------------
by  the  Telcos,  a  Telco or IGT may contemporaneously or subsequently impose a
Recourse

<PAGE>
adjustment  to  Customer's  Billing  Transactions  by  a  deduction  made to the
settlement  amount  relating  to  submitted  Billing  Transactions  of Customer.
Recourse  adjustment  information available to IGT in a usable electronic format
shall be provided to Customer. Such information will not be supplied to Customer
if  not  available  in  electronic  format.

     (c).  "Telco  Fees".  IGT shall deduct from any sums collected on behalf of
            -------------
Customer  an  amount,  as  set forth in Exhibit A under the beading "Charge", to
offset  the  charge for Billing Transactions imposed by Telcos. Such funds shall
be  used  to  pay  Telco  processing fees and any related costs and charges with
respect  to  the  Billing  Transactions.  A  Telco  fee  is  not  deducted  for
transactions  that  are  rejected by the Telco or determined to be unbillable by
the  Telco.  Telco  fees  subject  to  change  without  notice.

     (d)  Legal  Process  Expenses.In the event IGT is served with legal process
          -------------------------
arising from IGT's service to Customer and IGT is not a party to the action, IGT
may,  at  its  sole  discretion,  assess  Customer  for  its reasonable time and
expenses incurred in responding to said process. IGT shall invoice Customer, and
Customer  shall  pay  the  invoice  within  thirty  (30) days of the date of the
invoice. If Customer fails to pay the invoice in a timely manner, IGT may offset
the  amount  due.

     (e)  Interest.IGT  reserves  the  right  to charge Customer interest on any
          ---------
delinquent  balance  at  the  lesser  of  eighteen percent (18%) per year or the
maximum  amount  permitted  by  law.

     9.  REMITTAL  OF  CUSTOMER FUNDS.The Telcos will remit to IGT funds arising
         -----------------------------
from  Customer's Billing Transactions submitted to the Telcos. Customer shall be
entitled  to  such  funds subject to the deductions stated in Sections 6, and g.
Weekly,  IGT  shall transfer to Customer the funds to which Customer is entitled
hereunder,  as  adjusted, collected the prior calendar week. The transfer of any
such  funds in excess of $10,000 may be made by wire transfer. Customer shall be
responsible  to  provide  IGT  accurate  Written  wire  transfer  instructions.
Remittances  under  $10,000  may  be  via  check  sent  by forty eight {48) hour

<PAGE>
delivery  service,  where  available,  to  Customers  address  set  forth below.
Customer  shall  be  responsible  to provide IGT written notice of any change of
such  address.

     10.  REPORTS.

     (a)  IGT  agrees to provide Customer with IGT's standard transaction report
per  the delivery schedule sat forth on Exhibit D. Customer may request that IGT
provide  additional  reports  or a different formatted report. To the extent IGT
can  comply  with  such  request  in  a reasonable manner, IGT shall supply such
reports  at  an  additional  charge  to  the  Customer,  which  charge  shall be
determined  solely  by  IGT  based  upon the time end expense IGT shall incur in
generating  that  report.  On  a  mutually  agreed  schedule,  IGT shall provide
Customer  access to the acknowledgments IGT receives from Telcos with respect to
Customer's  BilIing  Transactions.  Customer  may  request such information more
frequently, but in such instances, such access or copies shall be provided on an
"as  available"  basis  and  at an additional cost to the Customer as determined
solely by IGT based upon the time and expenses incurred in complying with such a
request.

     (b) Customer acknowledges and understands that the individual Telcos may or
may  not  provide  definitive  detail  to IGT for Billing Transactions the Telco
deems  to  be  Unbillable,  Uncollectable,  or  Recoursed.  Customer  hereby
acknowledges  and  agrees  that  it  shall  not hold IGT to a higher standard of
accounting  pertaining  to  detail as provided by the individual Telco. Customer
further  acknowledges  and  agrees  that the IGT methodology associated with the
determination of Customer's share of Uncollectibles, Unbillables end Recourse is
reasonable  and  appropriate  given  the complexity and detail received from the
individual  Telco.  Service Fees and Other Deductions, as contained in Section 9
herein,  shall  be  calculated  accordingly.

     (c)  Customer  agrees  that  it  is  solely  responsible for inspecting and
reviewing  all  reports  provided  by  IGT within thirty (30) days of receipt by
Customer,  Customer's  failure  to  report  any  errors  or inconsistencies with
respect  to  such  reports  shall  constitute  acceptance  by  Customer.

<PAGE>
     11. BILLlNG APPEARANCE. When mandated by applicable regulatory authorities,
         -------------------
and  where  it is possible for the applicable Telco to do so, Customer's Billing
Transaction  shall  appear  on  such Telco subscriber's bills on IGT's bill page
identified  as  charges  from  "___________________" no more than 20 characters,
including  spaces).

     12. SUBSCRIBER INQUIRIES. The Billing Contracts, in some instances, provide
         ---------------------
that the Telco will handle certain subscribers billing inquiries with respect to
Billing  Transactions  submitted  by  IGT to that Telco. Upon request, IGT shall
provide a description of such arrangement to Customer for any Telco pertinent to
Customer's  Billing  Transactions,  subject  to  any confidentiality requirement
between  IGT  and such Telco. Additionally, IGT shall provide subscriber inquiry
services, as described in Exhibit E, based on direct inquiries or referrals from
the  Telco. Customer agrees to fully cooperate with the applicable Telco and IGT
with  respect  to  any  subscriber  inquiries  including,  without  limitation,
providing  originating number locations, applicable rate tables, and the name of
an  internal  contact  person  to  resolve  such  inquiries.

     13.  CUSTOMER WARRIENTIES.  Customer  warrants  to  IGT  that  it  is,  and
          ---------------------
throughout  the  Term  of  this  Agreement  shall  be,  in  compliance  with all
applicable  federal,  state, and Iocal regulatory requirements applicable to any
Billing  Transactions  submitted  by the Customer to IGT. Specifically, Customer
warrants  that it is in compliance with all certification requirements, tariffs,
rate  caps,  and  validation  requirement  applicable  to  Customer's  Billing
Transactions. Customer agrees to provide written proof of such compliance to IGT
within five (5) days of IGT's request. Customer acknowledges that IGT shall have
the  right  to immediately suspend any and all obligations and IGT shall have no
liability  to  Customer hereunder in the event IGT does not receive satisfactory
written  proof  of  such compliance. Customer agrees to advise IGT in writing as
soon  as reasonably possible of any instances where it is not in compliance with
such regulatory requirements. Customer agrees to indemnify and hoId IGT harmless
from  any  and  all third party claims that may arise with regard to the Billing
Transactions  or  the  provision  of  services  hereunder.

<PAGE>
     14. IGT WARRANTY. IGT warrants that it is in compliance with all applicable
         -------------
federal  and  state  regulations  with  respect  to  the services to be rendered
'hereunder  and  it  shall  maintain such compliance throughout the Term of this
Agreement.  This  warranty  is  in  lieu of any other warranty, whether express,
implied  or  statutory.

     15.  LIMITATION OF LIABILITY.IN NO EVENT WILL IGT BE LIABLE FOR ANY LOSS OF
          ------------------------
PROFITS,  LOSS  OF  USE,  LOSS  OF  GOODWILL, CONSEQUENTIAL, SPECIAL OR PUNITIVE
DAMAGES  REGARDLESS  OF THE FORM OF ANY CLAIM, WHETHER IN CONTRACT OR IN TORT OR
WHETHER  FROM  BREACH  OF  THIS  AGREEMENT, IRRESPECTIVE OF WHETHER IGT HAS BEEN
ADVISED  OR  SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER HEREBY
ACKNOWLEDGES  AND AGREES THAT IG'PS LIABILITY WITH RESPECT TO THE PERFORMANCE OF
IGT'S  SERVICES  SHALL BE LIMITED TO THE AMOUNT OF IGT FEES PAID BY CUSTOMER FOR
THE  AFFECTED  BILLING  TRANSACTIONS  FOR  ANY  FAILURE  TO PERFORM ITS SERVICES
HEREUNDER.  CUSTOMER  FURTHER  AGREES TO INDEMNIFY AND HOLD IGT HARMLESS FOR ANY
AND  ALL  CLAIMS  THAT MAY ARISE FROM ANY THIRD PARTIES RELATING TO OR RESULTING
FROM  THE  SERVICES  PROVIDED  HEREUNDER.

     16.  ASSIGNMENT  OF  PROCEEDS.In  the  event Customer wishes to assign to a
          -------------------------
third party any of its rights to any sums owing to it by IGT hereunder, Customer
shall  so notify IGT of such assignment by means of, and subject to the terms of
the form attached hereto as Exhibit F, IGT shall have no obligation with respect
to  any  assignment or payment direction of Customer which does not conform with
Exhibit F. Further, IGT shall have no obligation to enter into any understanding
or  agreement  with  any  third  party  with  respect  to  such  assignment.

     17.  TERM AND TERIMANATION OFTHE AGREEMENT.The term of this Agreement shall
          --------------------------------------
be  for  a  period  of  two (2) years from the Effective Date ("Term") and shall
automatically renew for successive periods of two (2) years unless terminated by
written

<PAGE>
notice  from  either  party  at  least  ninety  (90)  days  prior  to  scheduled
termination.  Additionally,  this  Agreement  may  be terminated by either party
effective  immediately  in  the  event  that  the  other  party:

     (a)  defaults  on  any  payment obligation hereunder and fails to cure such
payment  default within ten (10) business days of written notice of such payment
default  to  the  defaulting  party  by  the  non-defaulting  party;  or

     (b) defaults with respect to any other material provision of this Agreement
and fails to cure such default within thirty (30) days of written notice of such
default  to  the  defaulting  party  by  the  non-defaulting  party.

     18.  EFFECT  OF  TERMINATION.
          ------------------------

     (a)  Termination  of  this  Agreement  shall  terminate  all the rights and
obligations  of  the  parties  hereunder,  except  that:

     (i)  neither  Customer  nor  IGT  shall  be  released  of  its  respective
obligations  to  pay  any  sums  of  money  due or payable or accrued under this
Agreement;

     (ii)  confidential  information,  as  defined in Section 21, and any copies
shall be returned to the Disclosing Party within thirty (30) days of termination
of  this  Agreement  and  the  Receiving  Party  shall  keep  such  confidential
information  confidential  for  two  (2)  years from the date of termination and

     (iii)  in the event the termination is a result of the default or breach by
a  party,  the  other  party  shall be entitled to pursue any and all rights and
remedies  it  has  to  redress  such  default,  breach  or  inequity.

     (b)  The  parties  agree that the termination of this Agreement pursuant to
any  provision  or section hereof, or for any other reasons, shall not affect or
terminate  any obligation or liability incurred or assumed by either party prior
to  Effective  Date of termination of this Agreement, and the provisions of this
Agreement  shall  survive  its  termination  with  respect  to conclusion of any
unresolved  matters  or  payment  obligation  relating to the services performed
prior  to  termination.

<PAGE>
     (c)  Upon  notice  of  termination, in accordance with Section 18, Customer
agrees  that  IGT  may  withhold  reasonable  amounts  as Reserves to offset any
service  related  costs  and/or  charges  that  may  occur  after  settlement of
Customer's  final  submission  of  Billing  Transactions. Within one hundred and
twenty  (120)  days  of  the  completion  of  alt  True-ups for Customer's final
submission  period,  IGT  shall provide an accounting of the Reserve amount. Any
amount  owing  from  one  party to the other as a result of the True-up shall be
paid  within  fifteen  (15)  days  of  IGT's  final  accounting.

     19.  VOLUME  CHANGES.
          ----------------

     In  the  event  that  either  (i)  after  the  first  six (6) months of the
Agreement,  Customer's  monthly  Billing Transaction volume drops by twenty-five
percent  (25%)  from  the  proceeding  month  for  any processing month, or (ii)
Customer's  submitted  client  traffic  is  less than seventy-five percent (75%)
billable  to  the  Major  Telcos for any processing month, than IGT may apply or
increase  IGT  Reserves  based solely on its reasonable analysis of the business
exposure  created  by  such  changes  in  traffic  submissions.

     20.  CONFIDENTIALITY.
          ----------------

     (a)  As  used  in  this  Agreement,  "Confidential  Information"  of either
Customer  or  IGT  shall mean any written or documentary information relating to
the  service  or  business  operations of the party ("Disclosing Party") [hat is
given  to  the  other  party  ("Receiving  Party") pursuant to this Agreement or
otherwise  if such information is marked "Confidential", bears a marking of like
import,  or  is identified by the Disclosing Party as "Confidential" at the time
of  transmittal  to  or  receipt  by  the  Receiving  Party.  Orally  disclosed
information  shall be considered Confidential Information if it is identified as
such  at  the  time of disclosure by the Disclosing Party and within twenty (20)
days  after  oral disclosure thereof the Disclosing Party confirms in writing to
the  Receiving  Party  the confidential nature of such information. Confidential
Information  shall  also  include any equipment, hardware or software (including
firmware)  made  available  to  a  Receiving  Party  by  a Disclosing Party that

<PAGE>
includes  or  represents  a  tangible  manifestation  of  a Party's Confidential
Information,  whether  or  not  such  equipment bears any confidential legend or
marking,

     (b)  Each  party  agrees  that  Confidential Information of the other party
which  is  disclosed  or obtained by it hereunder or otherwise, shall subject to
the  terms and conditions of this Agreement, be retained in confidence and shall
be  protected  to  the  same  extent  and  in  the  same  manner as Confidential
Information  of  the  Receiving  Party.

     (c)  Information  shall  not  be deemed confidential, and a Receiving Party
shall  have  no  obligation  under  this  provision  with  respect  to  any:

     (i)  Information  which  now  or  hereinafter  comes into the public domain
without  breach  of  this  Agreement;

     (ii)  Information  already  in  the possession of or known to the Receiving
Party  at  the  time  of  disclosure as evidenced by prior written documentation
thereof;

     (iii)  Information rightfully and lawfully received by a Receiving Party of
a  third  party  without  breach  of  this  Agreement  or any other agreement as
evidenced  by  existing  written  documentation  thereof;

     (iv) Information developed independently or discovered by a Receiving Party
without  use  of the Disclosing Party's Confidential Information as evidenced by
existing  written  documentation  thereof;

     (v)  Information  approved  for  release  by  written  authorization of the
Disclosing  Party  as  evidenced  by  existing written documentation thereof; or

     (vi)  Information  disclosed  pursuant  to  the requirement or request of a
governmental  agency  or  court  of  competent  jurisdiction  to the extent such
disclosure  is required by a valid law, regulation or court order and sufficient
notice  is  given  by  the  Receiving  Party to the Disclosing Party of any such
requirement  or  request  to  permit the Disclosing Party to seek an appropriate
protective  order  or  exemption  from  such  requirement  or  request.

<PAGE>
     (d)  AIl  information  and all tangible forms of information including, but
not  limited to documents, drawings, specifications, prototypes, samples and the
like  received  hereunder  by a Receiving Party shall remain the property of the
Disclosing  Party. Upon written request by a Disclosing Party, a Receiving Party
shall  return to a Disclosing Party all tangible forms of the Disclosing Party's
Confidential  Information  received  by  Receiving  Party  including  all copies
thereof.

     21.  ENTIRE  AGREEMENT.This Agreement and accompanying exhibits contain the
          ------------------
entire  understanding  of  the  parties  witl3 respect to its subject matter and
supersedes  all  prior  and  contemporaneous  agreements,  representations  and
understandings  among  the  parties,  whether  oral  or written, relating to the
subject  matter  hereof.

     22.  ATTORNEYS'FEES.  In  the  event  of any dispute, claim, arbitration or
          ---------------
legal  proceeding  arising  out of or relating to this Agreement, the prevailing
party  thereto  snail  be  entitled  to  reimbursement  from the other(s) of all
reasonable  attorney's  fees  and  costs  incurred  in  connection  therewith.
Reimbursement  shall  be  due  within  thirty  (30)  days from the date that any
dispute,  claim,  arbitration  or  legal  proceeding  is  completed.

     23.  SEVERABILITY.  If  any  provision  of  this  Agreement  is found to be
          -------------
invalid  by  any  court,  the  invalidity of such provision shall not affect the
validity  of  the  remaining  provisions  hereof.

     24.  CAPTIONS.  The  paragraph headings contained in this Agreement are for
          ---------
reference  purposes  only  and  shall  not  affect  in  any  way  the meaning or
interpretation  of  this  Agreement.

<PAGE>
     25.  NOTICES.  All  notices  and other communications which are required or
          -------
may  be given hereunder shall be in writing and shall be delivered personally or
sent  by mail or facsimile. All notices and other communications shall be deemed
given when  actually  received by a party. Notice by mail shall be directed to a
partyat  its  address set forth below or such other address as shall be given in
accordance  with  this  paragraph.

American  Nortel  Communications,  Inc.     Integratel,  Incorporated
7201  E.  Camelback  Road  Suite  320       5883  Rue  Ferrari
Scottsdale,  AZ  85251                      San  Jose,  CA  95138
Attn:                                       Attn:  General  Counsel
     ----------------------------------          -------------------------------

     26.  ASSIGNMENTS.  Customer may not assign any of its rights or obligations
          -----------
hereunder  without  the  prior  written consent of IGT. IGT consent shall not be
unreasonably  withheld.

     27.  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
          ----------------------
to  the  benefit  of  each  of  the  parties,  their  successors  and  assigns.

     28.  NO  AGENCY.  Neither  IGT  nor  Customer  is an agent, partner., joint
          ----------
venturer,  fiduciary  or legal representative of the other party and neither IGT
nor Customer has authority to act for or incur any obligation on behalf of or in
the  name  of  the  other  party  other  than  as  set  forth in this Agreement.

     29.  AMENDMENTS. Except as Otherwise provided herein, this Agreement may be
          ----------
amended  or  modified only by a written instrument executed and delivered by all
of  the  parties  hereto.

     30.  CHOICE OF LAW ANDVENUE.  THE  VALIDITY  OF  THIS  AGREEMENT,  ITS
          ----------------------
CONSTRUCTION,  INTERPRETATION,  AND  ENFORCEMENT,  AND THE RIGHTS OF THE PARTIES
HERETO  SHALL  BE DETERMINED  UNDER,  GOVERNED  BY,  AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS  OF  THE STATE OF CALIFORNIA.  THE PARTIES AGREE THAT ALL
ACTIONS OR PROCEEDINGS  ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED
AND  LITIGATED

<PAGE>
EXCLUSIVELY  IN  AND  VENUE SHALL BE PROPER ONLY IN THE STATE AND FEDERAL COURTS
LOCATED IN THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA OR, AT THE SOLE OPTION
OF  INTEGRETEL,  IN  ANY OTHER COURT IN WHICH INTEGRETEL SHALL INITIATE LEGAL OR
EQUITABLE  PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER
IN CONTROVERSY. EACH OF THE PARTIES HERETO WAIVES, TO THE EXTENT PERMITTED UNDER
APPLICABLE  LAW,  ANY  RIGHT  EACH  MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS  OR  TO  .OBJECT  TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE  WITH  THIS  SECTION.

     31.  THIRD  PARTY  RIGHTS.  The parties do not intend to confer any benefit
          --------------------
hereunder  on  any  person  or  entity  other  than  the  parties  hereto.

     32.  FURTHER  ASSURANCES.  The parties agree to do such further acts and to
          -------------------
execute and deliver such additional agreements and documents as the other(s) may
reasonably  request  to consummate, evidence or confirm the agreements contained
herein  and  the  matter  contemplated  hereby.

     33.  FORCE  MAJEURE.  Neither  party  shall  be  deemed  in default of this
          --------------
Agreement  to  the  extent  that  any  delay  or  failure  in performance of its
obligations  results, without its fault or negligence, from any cause beyond its
control,  such  as  acts of God, acts of civil or military authority, government
regulation,  embargoes,  epidemics,  war,  terrorist acts, riots, insurrections,
fires,  floods,  earthquakes,  nuclear  accidents,  strikes,  power  blackouts,
unusually severe weather conditions, inability to secure products or services of
other  persons  or  transportation  facilities,  or  act  of  or  omission  of
transportation  common  carriers.

     34.  ANNOUNCEMENTS  AND  RELEASES.  Neither party may use the other party's
          ----------------------------
name  in promotional or marketing advertisements, public announcements or public
disclosures  nor  shall  either  party  disclose  the existence or terms of this
Agreement  or its subject matter, without the prior written consent of the other
party.

<PAGE>
     35.  CORPORATE AUTHORITY. The parties hereto represent and warrant that 
          --------------------
they  have  the  capacity, power and authority to enter into this Agreement, and
met  the individuals  signing  on  behalf  of both parties have the authority to
so sign.

     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date  set  forth  above.

INTEGRETEL,  INCORPORATED

By    /s/ Timothy Gregon
      ---------------------------------------

Name  Timothy Gregon
      ---------------------------------------

Title CEO
      ---------------------------------------

Date  01/07/1997
      ---------------------------------------


AMERICAN NORTEL COMMUNICATIONS, INC.

By    /s/ William P. Williams
      ---------------------------------------

Name  William P. Williams
      ---------------------------------------

Title CEO
      ---------------------------------------

Date  12/31/1996
      ---------------------------------------

<PAGE>