NCIC
                                OPERATOR SERVICES


     This  Operator  Service Subscriber Agreement (the "Agreement") is made this
22nd  day  of  June, 2000 by and between NCIC Operator Services, (NCIC), a Texas
corporation,  having  its  principal  place  of  business  at  606 East Magrill,
Longview,  Texas  75601,  and  SUBSCRIBER _____________________________________,
having its principal place of business at (address and phone/fax number, federal
tax  I.D.  number); PRIORITY INTERNATIONAL COMMUNICATIONS, INC., P.O. Box 79628,
Austin,  TX  78755,  Tax  ID  74  2758092.

TERMS

     Subject to the terms and conditions set forth in this Agreement, and unless
otherwise  terminated  pursuant  to  this  Agreement,  NCIC  shall  provide  to
SUBSCRIBER  access to the system (nearest NCIC switch center) for the purpose of
allowing  SUBSCRIBER'S  customers  (herein so called) to place operator assisted
calls  ("Traffic")  from  telephones,  services  and  properties  aggregated  by
SUBSCRIBER.

          1.     Billing  procedures.  Customers shall have the option to submit
Operator  Service  (OSP)  Traffic  to  NCIC  using  any of the following billing
procedures:

               Approved  telephone  company  calling cards with which NCIC has a
billing  and collection agreement; Major credit cards (AmEx, MC, Visa, Discover,
etc  as  allowed  under  current  agreements); Collect; and third party billing.

          2.     The term of this Agreement shall commence on the date set forth
and  shall  continue  in  full  force  and effect for a period of 12 months (the
"Original  Term")  unless  otherwise  terminated  pursuant  to  this  Agreement.

          3.     NCIC  shall  pay  SUBSCRIBER  for  Operator  Service traffic as
outlined  in  Attachment  1  with  the following items taken into consideration:

               (a)     Monthly  statements shall be mailed to SUBSCRIBER by NCIC
on  or  before  the  30th  day  of  each  month for the calls billed pursuant to
Attachment  1  for the calendar month preceding the month in which the statement
shall  be  furnished  or  as  otherwise  agreed  upon.


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               (b)     NCIC  will reserve an allowance for bad debt.  The amount
is  presently  0%  at  the  signing  of  this  contract.

               (c)     NCIC  reserves  the  right to reduce rates if required by
the  appropriate  regulatory  body  of  a particular state or federal territory.

               (d)     In  the  event SUBSCRIBER'S customer shall terminate it's
relationship  with SUBSCRIBER, SUBSCRIBER shall receive expected commissions for
traffic  carried  under  SUBSCRIBER'S agreement, whether commissions are payable
directly  to  customer  or  SUBSCRIBER.

               (e)     As  allowed by regulatory bodies, NCIC will charge a $.40
non-commissionable  surcharge to pay dial around compensation as required by FCC
CC  Docket  No.  96-128.

          5.     Confidentiality.

               (a)     All  knowledge  and  information  acquired,  directly  or
indirectly,  by  SUBSCRIBER  during  the  Original Term of this Agreement or any
renewal  hereof,  concerning  the  business  affairs  and  operations  of  NCIC,
including  but  not  limited  to  all  access and authorization codes, is deemed
confidential  and  proprietary  to NCIC, will be held in trust and confidence by
SUBSCRIBER,  its  successors  and assigns, and SUBSCRIBER shall have an absolute
duty  to  maintain  in  confidence  such  knowledge  or  information and prevent
disclosures  to others.  To these ends, SUBSCRIBER agrees to take all reasonable
steps  necessary  to  insure  that  this  knowledge and information are not made
available  by  SUBSCRIBER  or  by  any  of  its  agents,  servants or employees.
SUBSCRIBER  further agrees to take reasonable steps necessary to insure that all
of  its  agents,  servants  and  employees who have access to such knowledge and
information  shall  observe  and  perform  the  provisions  of  this  Section.
SUBSCRIBER agrees that any violation or threatened violation of any provision of
this  section  shall cause immediate and irreparable injury to NCIC and, in such
event,  an  injunction restraining SUBSCRIBER from such violation may be entered
against  it,  in  addition  to  any  other  relief  available  to  NCIC.

               (b)     All  knowledge  and  information  acquired,  directly  or
indirectly,  by  NCIC during the Original Term of this Agreement, or any renewal
hereof,  concerning the business affairs and operations of SUBSCRIBER, including
but  not  limited  to all access and authorization codes, is deemed confidential
and proprietary to SUBSCRIBER, will be held in trust and confidence by NCIC, its
successors  and  assigns,  and  NCIC  shall have an absolute duty to maintain in
confidence  such  knowledge or information and prevent disclosure to others.  To
these  ends,  NCIC  agrees to take all reasonable steps necessary to insure that
this  knowledge  and information are not made available by NCIC or by any of its
agent,  servants  or  employees  who  have  access  to  such

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knowledge  and  information  shall  observe  and  perform the provisions of this
section  shall  cause  immediate and irreparable harm to SUBSCRIBER and, in such
event, an injunction restraining NCIC from such violation may be entered against
it,  in  addition  to  any  other  relief  available  to  SUBSCRIBER.

          6.     Indemnification  and  Release.

               (a)     NCIC  shall  not  be  liable or responsible, and shall be
saved  and  held  harmless  by  SUBSCRIBER  from an against any and all expenses
(including  reasonable  attorney's  fees)  claims  and  damages  of  every  kind
whatsoever, including, but not limited to, damages for injury to or death of any
person  or  persons and for damage to or loss of any property; arising out of or
attributed,  directly  or  indirectly,  to  the  operations  or  performance  of
SUBSCRIBER  under  this  Agreement.

               (b)     NIC  shall  not  be  liable  or  responsible  for,  and
SUBSCRIBER  releases  and  holds  NCIC harmless from liability for consequential
damages  alleged  to  result  from  or allegedly caused by the failure of NCIC's
system  or  operations.

          7.     Termination.

               This  agreement  may be terminated for cause by either party upon
the  giving  of  third  (30)  days  written notice to the other party; provided,
however,  that the other party given written notice shall have an opportunity to
cure  the  cause  for  termination  within thirty (30) days after receipt of the
written  notice  of  termination.

          8.     Miscellaneous.

               (a)     In  the  event that the performance by NCIC of any of its
obligations  or  undertakings  hereunder  shall be interrupted or delayed by any
occurrence and not occasioned by the conduct of NCIC, whether such occurrence by
an act of God or the common enemy or the result of war, riot, civil communities,
sovereign  conduct,  or the act or conduct of any person or persons set party or
privy herein, then NCIC shall be excused from such performance for such a period
of  time  as is reasonably necessary after such occurrence to remedy the effects
thereof.

               (b)     The  obligations  and undertakings of each of the parties
to  this  Agreement  shall  be  performable  in  Gregg  County,  Texas and it is
therefore  agreed  that any cause of action, suit or arbitration based upon this
Agreement  must  be  brought  in  Gregg  County,  Texas.

               (c)     SUBSCRIBER  warrants  that  the  undersigned has the full
authority  to  execute  this  Agreement  and  bind  SUBSCRIBER  to the terms and
provisions  hereof.


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               (d)     It  is expressly understood and agreed that SUBSCRIBER is
not  an  agent,  employer,  nor  legal  representative  of  NCIC  and,  unless
specifically  authorized  in  writing  to do so may not incur any obligations on
behalf  of  or  in  the  same  of  NCIC.


NCIC                                   SUBSCRIBER  NAME


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Date     6/22/00
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                                  ATTACHMENT 1


Domestic  Commission:

     Based on an assumption of 80% automated traffic, commissions will be 76% of
gross  revenues.

     Payments  will be made weekly.  70% of gross revenues will be paid within 6
business  days  of  closing  week  and  remaining  6% will be paid 45 days after
closing  week.

     Bad  debt  0%  of  commissions  due  and  surcharge  due.


NCIC                                   SUBSCRIBER  NAME


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