EXHIBIT 10.22

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LOAN AND SECURITY AGREEMENT    by and among    WORLDXCHANGE CORP.    as Borrower,    and    FOOTHILL CAPITAL CORPORATION    as Lender    Dated as of
December 10, 2001

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LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT(this "Agreement"), is entered into as of December 10, 2001, between FOOTHILL
CAPITAL CORPORATION, a California corporation ("Lender"), andWORLDXCHANGE CORP., a Delaware
corporation ("Borrower").

The
parties agree as follows:

1.    DEFINITIONS AND CONSTRUCTION.

1.1Definitions.As used in this Agreement, the following terms shall have the
following
definitions:



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1.2Accounting Terms.All accounting terms not specifically defined herein
shall be
construed in accordance with GAAP. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Borrower" is used in respect of a financial
covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a consolidated basis unless the context clearly requires otherwise.

1.3Code.Any terms used in this Agreement that are defined in the Code shall
be
construed and defined as set forth in the Code unless otherwise defined herein.

1.4Construction.Unless the context of this Agreement or any other Loan
Document
clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the term "including" is not limiting, and the term "or" has, except where
otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement or any other Loan Document refer
to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section,
subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in the other Loan Documents to any agreement,
instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as
applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any
reference herein to any Person shall be construed to include such Person's successors and permitted assigns. Any requirement of a writing contained herein or in the other Loan Documents shall be
satisfied by the transmission of a Record and any Record transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

1.5Schedules and Exhibits.All of the schedules and exhibits attached to this
Agreement
shall be deemed incorporated herein by reference.

2.    LOAN AND TERMS OF PAYMENT.

2.1Revolver Advances.



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2.2Intentionally omitted

2.3Borrowing Procedures and Settlements.



2.4Payments.



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2.5Overadvances.If, at any time or for any reason, the amount of Obligations
(other
than Bank Product Obligations) owed by Borrower to Lender pursuant toSections 2.1is greater than either the Dollar or percentage limitations
set forth inSections 2.1, (an "Overadvance"), Borrower immediately shall pay to Lender, in cash,
the amount of such excess, which amount shall be used by Lender to reduce the Obligations in accordance with the priorities set forth in Section 2.4(b)(i). In addition, Borrower hereby promises to
pay the Obligations (including principal, interest, fees, costs, and expenses) in
Dollars in full to Lender as and when due and payable under the terms of this Agreement and the other Loan Documents.

2.6Interest Rates: Rates, Payments, and Calculations.



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2.7Cash Management.



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2.8Crediting Payments; Float Charge.The receipt of any payment item by Lender
(whether
from transfers to Lender by the Cash Management Banks pursuant to the Cash Management Agreements or otherwise) shall not be considered a payment on account unless such payment item is a wire transfer
of immediately available federal funds made to the Lender's Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented
for payment, then Borrower shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall
be deemed received by Lender only if it is received into the Lender's Account on a Business Day on or before 11:00 a.m. (California time). If any payment item is received into the Lender's
Account on a non-Business Day or after 11:00 a.m. (California time) on a Business Day, it shall be deemed to have been received by Lender as of the opening of business on the
immediately following Business Day. From and after the Closing Date, Lender shall be entitled to charge Borrower for 1 Business Day of "clearance" or "float" at the rate applicable to Base Rate Loans
underSection 2.6on all Collections that are received by Borrower (regardless of whether forwarded by the Cash Management Banks to Lender). This
across-the-board 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of the financing of
Borrower and shall apply irrespective of whether or not there are any outstanding monetary Obligations; the effect of such clearance or float charge being the equivalent of charging 1 Business Day of
interest on such Collections.

2.9Designated Account.Lender is authorized to make the Advances under this
Agreement
based upon telephonic or other instructions received from anyone purporting to be an Authorized Person, or without instructions if pursuant to Section 2.6(d). Borrower agrees to establish and
maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Advances requested by Borrower and made by Lender hereunder. Unless otherwise agreed
by Lender and Borrower, any Advance requested by Borrower and made by Lender hereunder shall be made to the Designated Account.

2.10Maintenance of Loan Account; Statements of Obligations.Lender shall
maintain an
account on its books in the name of Borrower (the "Loan Account") on which Borrower will be charged with all Advances made by Lender to Borrower or for
Borrower's account and with all other payment Obligations hereunder or under the other Loan Documents (except for Bank Product Obligations), including, accrued interest, fees and expenses, and Lender
Expenses. In accordance withSection 2.8, the Loan Account will be credited with all payments received by Lender from Borrower or for Borrower's
account, including all amounts received in the Lender's Account from any Cash Management Bank. Lender shall render statements regarding the Loan Account to Borrower, including principal, interest,
fees, and including an itemization of all charges and expenses constituting Lender Expenses owing, and such statements shall be conclusively presumed to be correct and accurate and constitute an
account stated between Borrower and Lender unless, within 30 days after receipt thereof by Borrower, Borrower shall deliver to Lender written objection thereto describing the error or errors
contained in any such statements.

2.11Fees.Borrower shall pay to Lender the following fees and charges, which
fees and
charges shall be non-refundable when paid (irrespective of whether this Agreement is terminated thereafter):



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2.12[Intentionally omitted].

2.13[Intentionally omitted].

2.14[Intentionally omitted].

3.    CONDITIONS; TERM OF AGREEMENT.

3.1Conditions Precedent to the Initial Extension of Credit.The obligation of
Lender to
make the initial Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Lender, of each of the conditions precedent set forth below:



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3.2Conditions Subsequent to the Initial Extension of Credit.The obligation of
Lender
to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the
failure by Borrower to so perform or cause to be performed constituting an Event of Default):



3.3Conditions Precedent to all Extensions of Credit.The obligation of Lender
to make
all Advances (or to extend any other credit hereunder) shall be subject to the following conditions precedent:



3.4Term.This Agreement shall become effective upon the execution and delivery
hereof
by Borrower and Lender and shall continue in full force and effect for a term ending on December 10, 2004 (the "Maturity Date"). The foregoing
notwithstanding, Lender shall have the right to terminate its obligations under this Agreement immediately and without notice upon the occurrence and during the continuation of an Event of Default.

3.5Effect of Termination.On the date of termination of this Agreement, all
Obligations
(including all Bank Products Obligations) immediately shall become due and payable without notice or demand (including providing cash collateral to be held by Lender for the benefit of Wells Fargo or
its Affiliates with respect to the then extant Bank Products Obligations). No termination of this Agreement, however, shall relieve or discharge Borrower of its duties, Obligations, or covenants

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hereunder and the Lender's Liens in the Collateral shall remain in effect until all Obligations have been fully and finally discharged and Lender's obligations to provide additional credit hereunder
have been terminated. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged and Lender's obligations to provide additional credit under the Loan
Documents have been terminated irrevocably, Lender will, at Borrower's sole expense, execute and deliver any UCC termination statements, lien releases, mortgage releases, re-assignments of
trademarks, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, the
Lender's Liens and all notices of security interests and liens previously filed by Lender with respect to the Obligations.

3.6Early Termination by Borrower.Borrower has the option, at any time upon
60 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including providing cash collateral to be held by Lender for the benefit of
Wells Fargo or its Affiliates with respect to the then extant Bank Products Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination
pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate on the date set forth as the date of termination of this Agreement in such notice and
Borrower shall be obligated to repay the Obligations (including providing cash collateral to be held by Lender for the benefit of Wells Fargo or its Affiliates with respect to the then extant Bank
Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of
this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the
occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (iv) restructure, or compromise of the
Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme
difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation
and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination. The foregoing notwithstanding,
(w) if, between
the Closing Date and the Maturity Date, Borrower consummates an initial public offering, private placement of equity with a third party that is not an Affiliate of Borrower or private placement of
subordinated debt with a third party that is not an Affiliate of Borrower and the Obligations are prepaid concurrent with and as a result of such initial public offering, private placement of equity
or private placement of subordinated debt, the Applicable Prepayment Premium shall be reduced by 50%, (x) if, at any time after the one year anniversary of the Closing Date, Borrower refinances
with a Wells Fargo commercial banking unit, then Borrower shall not be required to pay the Applicable Prepayment Premium, (y) if, at any time between the Closing Date and the Maturity Date,
Borrower sells all or substantially all of its assets, or enters into a merger or consolidation pursuant to which it is not the surviving entity, or CPT sells all of the Stock of Borrower, in each
case, to an unaffiliated third Person, then Borrower shall not be required to pay the Applicable Prepayment Premium, and (z) if, at any time between the Closing Date and the Maturity Date,
Lender refuses to consent to an Acquisition proposed by Borrower, and as of the date of such refusal such Acquisition, if it were consummated, would constitute a Permitted Acquisition (except for the
refusal of Lender to consent thereto and/or the good faith failure of Borrower to be able to comply with clause (c)(ii) of the definition of Permitted Acquisitions) then the Applicable
Prepayment Premium shall be reduced by 50% if the prepayment occurs in connection with the consummation of the proposed Acquisition and within 180 days of the declination by Lender. In respect
of any proposed Acquisition, if Lender has not responded affirmatively or negatively within 10 days of the date on which it first receives a request therefor from Borrower, it shall be deemed
to have declined such request as of the 10th day after the date of receipt.

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4.    CREATION OF SECURITY INTEREST.

4.1Grant of Security Interest.Borrower hereby grants to Lender a continuing
security
interest in all of its right, title, and interest in all currently existing and hereafter acquired or arising Personal Property Collateral in order to secure prompt repayment of any and all of the
Obligations in accordance with the terms and conditions of the Loan Documents and in order to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents. The
Lender's Liens in and to the Personal Property Collateral shall attach to all Personal Property Collateral without further act on the part of Lender or Borrower. Anything contained in this Agreement
or any other Loan Document to the contrary notwithstanding, except for Permitted Dispositions, Borrower has no authority, express or implied, to dispose of any item or portion of the Collateral. At
such time as all of the Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted) have been paid in cash in full and any and all
obligations of Lender to extend credit hereunder have been terminated, Lender agrees to provide to Borrower, at Borrower's expense, any and all termination statements, reconveyances, or releases
necessary to release the Collateral from the Liens granted in favor of Lender.

4.2Negotiable Collateral.In the event that any Collateral, including proceeds,
 is
evidenced by or consists of Negotiable Collateral, and if and to the extent that perfection of priority of Lender's security interest
is dependent on or enhanced by possession, Borrower, immediately upon the request of Lender, shall endorse and deliver physical possession of such Negotiable Collateral to Lender.

4.3Collection of Accounts, General Intangibles, and Negotiable Collateral.At
any time
after the occurrence and during the continuation of an Event of Default, Lender or Lender's designee may (a) notify Account Debtors of Borrower that the Accounts, chattel paper, or General
Intangibles have been assigned to Lender or that Lender has a security interest therein, or (b) collect the Accounts, chattel paper, or General Intangibles directly and charge the collection
costs and expenses to the Loan Account. Borrower agrees that it will hold in trust for Lender, as Lender's trustee, any Collections that it receives and immediately will deliver said Collections to
Lender or a Cash Management Bank in their original form as received by Borrower.

4.4Delivery of Additional Documentation Required.At any time upon the request
of
Lender, Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges,
assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted
Discretion, in form and substance satisfactory to Lender, to perfect and continue perfected or better perfect the Lender's Liens in the Collateral (whether now owned or hereafter arising or acquired),
to create and perfect Liens in favor of Lender in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other
Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower's name and authorizes Lender to file such executed
Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrower shall (a) provide Lender with a report of all new patentable,
copyrightable, or trademarkable materials acquired or generated by Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are
not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner
sufficient to impart constructive notice of Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents
to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

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4.5Power of Attorney.Borrower hereby irrevocably makes, constitutes, and
appoints
Lender (and any of Lender's officers, employees, or agents designated by Lender) as Borrower's true and lawful attorney, with power to (a) if Borrower refuses to, or fails timely to execute and
deliver any of the documents described in Section 4.4, sign the name of Borrower on any of the documents described in Section 4.4, (b) at any time that an Event of Default has
occurred and is continuing, sign Borrower's name on any invoice or bill of lading relating to the Collateral, drafts against Account Debtors, or notices to Account Debtors, (c) send requests
for verification of Accounts, (d) endorse Borrower's name on any Collection item that may come into Lender's possession, (e) at any time that an Event of Default has occurred and is
continuing, make, settle, and adjust all claims under Borrower's policies of insurance and make all determinations and decisions with respect to such policies of insurance, and (f) at any time
that an Event of Default has occurred and is continuing, settle and adjust disputes and claims respecting the Accounts, chattel paper, or General Intangibles directly with Account Debtors, for
amounts and upon terms that Lender determines to be reasonable, and Lender may cause to be executed and delivered any documents and releases that Lender determines to be necessary. The appointment of
Lender as Borrower's attorney, and each and every one of its rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully and finally repaid and
performed and Lender's obligations to extend credit hereunder are terminated.

4.6Right to Inspect.Lender and its officers, employees, or agents shall have
the
right, from time to time hereafter to inspect the Books and to check or test the Collateral in order to verify Borrower's financial condition or the amount, quality, value, condition of, or any other
matter relating to, the Collateral.

4.7Control Agreements.Borrower agrees that it will not transfer assets out of
any
Securities Accounts other than as permitted underSection 7.19and, if to another securities intermediary, unless each of Borrower, Lender, and
the substitute securities intermediary have entered into a Control Agreement. No arrangement contemplated hereby or by any Control Agreement in respect of any Securities Accounts or other Investment
Property shall be modified by Borrower without the prior written consent of Lender. Upon the occurrence and during the continuance of a Default or Event of Default, Lender may notify any securities
intermediary to liquidate the applicable Securities Account or any related Investment Property maintained or held thereby and remit the proceeds thereof to the Lender's Account.

5.    REPRESENTATIONS AND WARRANTIES.

In order to induce Lender to enter into this Agreement, Borrower makes the following representations and warranties to Lender which shall be true, correct, and
complete, in all material respects, as of the date hereof, and shall be true, correct, and complete, in all material respects, as of the Closing Date, and at and as of the date of the making of each
Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of credit) (except to the extent that such representations and
warranties relate solely to an earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

5.1No Encumbrances.Borrower has good and indefeasible title to the Collateral
and the
Real Property, free and clear of Liens except for Permitted Liens.

5.2Eligible Accounts.The Eligible Accounts arebona
fideexisting payment obligations of Account Debtors created by the rendition of services to such Account Debtors in the ordinary course of Borrower's business, owed to
Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not:



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5.3[Intentionally omitted].

5.4Equipment.All of the Equipment is used or held for use in Borrower's
business and
is fit for such purposes.

5.5Location of Inventory and Equipment.The Inventory and Equipment are not
stored with
a bailee, warehouseman, or similar party and are located only at the locations identified onSchedule 5.5.

5.6[intentionally omitted].

5.7Location of Chief Executive Office; FEIN.The chief executive office of
Borrower is
located at the address indicated inSchedule 5.7and Borrower's FEIN is identified in Schedule 5.7.

5.8Due Organization and Qualification; Subsidiaries.



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5.9Due Authorization; No Conflict.



5.10Litigation.Other than those matters disclosed on Schedule 5.10, there are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened against Borrower, or any of
its Subsidiaries, as applicable, except for (a) matters that are fully covered by insurance (subject to customary deductibles), and (b) matters arising after the Closing Date that, if
decided adversely to Borrower, or any of its Subsidiaries, as applicable, reasonably could not be expected to result in a Material Adverse Change.

5.11No Material Adverse Change.All financial statements relating to Borrower
that have
been delivered by Borrower to Lender have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to
year-end audit adjustments) and present fairly in all material respects, Borrower's financial condition as of the date thereof and results of operations for the period then ended. There
has not been a Material Adverse Change with respect
to Borrower since the date of the latest financial statements submitted to Lender on or before the Closing Date.

5.12Fraudulent Transfer.



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5.13Employee Benefits.None of Borrower, any of its Subsidiaries, or any of
their ERISA
Affiliates maintains or contributes to any Benefit Plan.

5.14Environmental Condition.Except as set forth on Schedule 5.14, (a) to Borrower's knowledge, none of Borrower's assets has ever been used by Borrower or by previous owners or operators in
the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such production, storage, handling, treatment, release or transport was in violation, in any
material respect, of applicable Environmental Law, (b) to Borrower's knowledge, none of Borrower's properties or assets has ever been designated or identified in any manner pursuant to any
environmental protection statute as a Hazardous Materials disposal site, (c) Borrower has not received notice that a Lien arising under any Environmental Law has attached to any revenues or to
any Real Property owned or operated by Borrower, and (d) Borrower has not received a summons, citation, notice, or directive from the Environmental Protection Agency or any other federal or
state governmental agency concerning any action or omission by Borrower resulting in the releasing or disposing of Hazardous Materials into the environment.

5.15Brokerage Fees.Borrower has not utilized the services of any broker or
finder in
connection with Borrower's obtaining financing from Lender under this Agreement and no brokerage commission or finders fee is payable by Borrower in connection herewith.

5.16Intellectual Property.Borrower owns, or holds licenses in, all trademarks,
 trade
names, copyrights, patents, patent rights, and licenses that are necessary to the conduct of its business as currently conducted. Attached hereto asSchedule 5.16is a true, correct, and complete
listing of all material patents, patent applications, trademarks, trademark applications, copyrights, and copyright registrations as to which
Borrower is the owner or is an exclusive licensee.

5.17Leases.Borrower enjoys peaceful and undisturbed possession under all
leases
material to the business of Borrower and to which it is a party or under which it is operating. All of such leases are valid and subsisting and no material default by Borrower exists under any of
them.

5.18DDAs.Set forth onSchedule 5.18are all of Borrower's DDAs, including, with respect to each depository (i) the name and address of such depository, and (ii) the account numbers of the accounts
maintained with such depository.

5.19Complete Disclosure.All factual information (taken as a whole) furnished
by or on
behalf of Borrower in writing to Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other
Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of Borrower in writing to Lender
will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information
(taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections
represent, and as of the date on which any other Projections are delivered to Lender, such additional Projections represent Borrower's good faith best estimate of its future performance for the
periods covered thereby.

5.20Indebtedness.Set forth onSchedule 5.20is a true and complete list of all Indebtedness of Borrower outstanding immediately prior to the Closing Date that is to remain outstanding after the Closing Date and such
Schedule accurately reflects the aggregate principal amount of such Indebtedness and the principal terms thereof.

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6.    AFFIRMATIVE COVENANTS.

Borrower covenants and agrees that, so long as any credit hereunder shall be available and until full and final payment of the Obligations, Borrower shall and
shall cause each of its Subsidiaries to do all of the following:

6.1Accounting System.Maintain a system of accounting that enables Borrower to
produce
financial statements in accordance with GAAP and maintain records pertaining to the Collateral that contain information as from time to time reasonably may be requested by Lender.

6.2Collateral Reporting.Provide Lender with the following documents at the
following
times in form satisfactory to Lender:

|Weekly                                              |  | (a) a sales journal, collection journal, and credit register since the last such schedule and a calculation of the Borrowing Base as of such date,                                                                                                                                                                                                               
|--------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                    |  | (b) notice of all returns, disputes, or claims, and                                                                                                                                                                                                                                                                                                              
|                                                    |  | (c) a report calculating the aggregate outstanding accrued and unpaid obligations of Borrower to LECs and Clearinghouses as of the last day of the week most recently ended, with respect to billing and collection charges payable under Billing
Services Agreements and detailing any accruals or payments with respect thereto that occurred during such week.
|Monthly (not later than the 10th day of each month) |  | (d) a detailed calculation of the Borrowing Base (including detail regarding those Accounts that are not Eligible LEC Accounts),                                                                                                                                                                                                                                 
|                                                    |  | (e) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Lender, and                                                                                                                                                                                             
|                                                    |  | (f) a summary aging, by vendor, of Borrower's accounts payable and any book overdraft.                                                                                                                                                                                                                                                                           
|Quarterly                                           |  | (g) a detailed list of Borrower's LECs and Clearinghouses, and                                                                                                                                                                                                                                                                                                   
|                                                    |  | (h) a report regarding Borrower's accrued, but unpaid, ad valorem taxes.                                                                                                                                                                                                                                                                                         
|Upon request by Lender                              |  | (i) copies of invoices in connection with the Accounts, credit memos, remittance advices, deposit slips, shipping and delivery documents in connection with the Accounts and, for Equipment acquired by Borrower, purchase orders and invoices,                                                                                                                  
|                                                    |  | (j) PAR Statements, and                                                                                                                                                                                                                                                                                                                                          
|                                                    |  | (k) such other reports as to the Collateral, or the financial condition of Borrower, as Lender may request.                                                                                                                                                                                                                                                      

In
addition, Borrower agrees to cooperate fully with Lender to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of
the items set forth above.

6.3Financial Statements, Reports, Certificates.Deliver to Lender:



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In
addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on both a consolidated and consolidating basis and agrees that no
Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower agrees that its independent certified public accountants are authorized to communicate with Lender and to
release to Lender whatever financial information concerning Borrower Lender reasonably may request. If an Event of Default has occurred and is continuing, Borrower waives the right to assert a
confidential relationship, if any, it may have with any accounting firm or service bureau in connection with any information requested by Lender pursuant to or in accordance with this Agreement, and
agrees that Lender may contact directly any such accounting firm or service bureau in order to obtain such information. Unless an Event of Default has occurred and is continuing, Lender agrees to
provide Borrower with notice before contacting such accounting firm and agrees that Borrower may participate in any meeting or discussions with such accounting firm and Lender (so long as the presence
of Borrower would not delay the meeting or discussion and so long as the presence of Borrower would not inhibit the ability of the accounting firm to provide Lender with a candid assessment of
Borrower's financial condition); it being understood that Lender shall not be liable to Borrower for failing to provide such notice so long as such failure is not wilful.

6.4[Intentionally omitted].

6.5Chargebacks.Cause chargebacks and allowances, as between Borrower and its
Account
Debtors, to be on the same basis and in accordance with the usual customary practices of Borrower, as they exist at the time of the execution and delivery of this Agreement.

6.6Maintenance of Properties.Maintain and preserve all of its properties
which are
necessary or useful in the proper conduct to its business in good working order and condition, ordinary wear and tear excepted, and comply at all times with the provisions of all leases to which it is
a party as lessee so as to prevent any loss or forfeiture thereof or thereunder.

6.7Taxes.Cause all assessments and taxes, whether real, personal, or
otherwise, due or
payable by, or imposed, levied, or assessed against Borrower or any of its assets to be paid in full, before delinquency or before the expiration of any extension period, except to the extent that the
validity of such assessment or tax shall be the subject of a Permitted Protest. Borrower will make timely payment or deposit of all tax payments and withholding taxes required of it by applicable
laws, including those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon request, furnish Lender with proof satisfactory to Lender
indicating that Borrower has made such payments or deposits. Borrower shall deliver satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which Borrower is required to
pay any such excise tax.

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6.8Insurance.



6.9Location of Inventory and Equipment.Keep the Inventory and Equipment only
at the
locations identified onSchedule 5.5; provided, however, that Borrower may amendSchedule 5.5so long as such amendment occurs by written notice
to Lender not less than 30 days prior to the date on which Inventory or Equipment is moved to such new location, so
long as such new location is within the continental United States, and so long as, at the time of such written notification, Borrower provides any financing statements or fixture filings necessary to
perfect and continue perfected the Lender's Liens on such assets and also provides to Lender a Collateral Access Agreement.

6.10Compliance with Laws.Comply with the requirements of all applicable laws,
rules,
regulations, and orders of any Governmental Authority, including the Fair Labor Standards Act and the Americans With Disabilities Act, other than laws, rules, regulations, and orders the
non-compliance with which, individually or in the aggregate, would not result in and reasonably could not be expected to result in a Material Adverse Change.

6.11Leases.Pay when due all rents and other amounts payable under any leases
to which
Borrower is a party or by which Borrower's properties and assets are bound, unless such payments are the subject of a Permitted Protest.

6.12Brokerage Commissions.Pay any and all brokerage commission or finders
fees
incurred in connection with or as a result of Borrower's obtaining financing from Lender under this Agreement. Borrower agrees and acknowledges that payment of all such brokerage commissions or
finders fees shall be the sole responsibility of Borrower, and Borrower agrees to indemnify, defend, and hold Lender harmless from and against any claim of any broker or finder arising out of
Borrower's obtaining financing from Lender under this Agreement.

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6.13Existence.At all times preserve and keep in full force and effect
Borrower's valid
existence and good standing and any rights and franchises material to Borrower's businesses.

6.14Environmental.



6.15Disclosure Updates.Promptly and in no event later than 5 Business Days
after
obtaining knowledge thereof, (a) notify Lender if any written information, exhibit, or report furnished to Lender contained any untrue statement of a material fact or omitted to state any
material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made, and (b) correct any defect or error that may be discovered therein
or in any Loan Document or in the execution, acknowledgement, filing, or recordation thereof.

6.16Performance of Obligations to Carriers.Except as otherwise specifically
excepted
bySchedule 6.16, from and after the date hereof, make all payments due from it to Carriers within 60 days of their due date, and
otherwise comply in all material respects with Borrower's non-monetary contractual obligations to Carriers; provided that Borrower shall not be in breach of this Section 6.16by virtue of claiming
permitted credits and deductions, or by virtue of immaterial breaches that would not permit Carriers to
enforce default remedies. Should Borrower acquire knowledge that Borrower is in breach of thisSection 6.16or should Borrower receive a written
default notice from any Carrier, in each such instance Borrower promptly shall notify Lender of same and all relevant details pertaining thereto. If Lender reasonably determines that Borrower is in
breach of the requirements of thisSection 6.16, and that such breach may have an adverse effect upon the value or collectibility of the Accounts
(such as, by way of illustration but not by way of limitation, where a Carrier threatens to contact customers of Borrower and give notices or assert demands that could confuse such customers or
interfere with collection of the affected Accounts by Borrower or Lender), then Lender in the reasonable exercise of its discretion may elect to pay to such Carrier amounts claimed by such Carrier to
be due from Borrower, whereupon such amounts so paid by lender shall become Lender Expenses immediately due and payable from Borrower to Lender.

6.17LEC, Clearinghouse, and Carrier Agreements.From time to time, if and as
requested
by Lender, Borrower shall deliver to Lender copies of all Billing Services Agreement, Carrier Agreements, and/or other material agreements in effect between Borrower and LECs, Clearinghouses or
Carriers; provided that if any such agreement contains confidentiality restrictions, Lender will agree to reasonable restrictions upon the use or dissemination of such agreement by Lender.

6.18Change of Management

If
at any time after the Closing Date, the individual who serves as Borrower's Chief Financial Officer resigns, is terminated or otherwise fails to continue to serve as Chief Financial
Officer,

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Borrower shall fill such office within 90 days of such resignation, termination, or failure to serve with an individual reasonably acceptable to the Lender.

6.19Trademarks

Borrower
shall (a) cause all of its trademarks that are not already the subject of a registration with the United States Patent and Trademark Office (or an application therefor
diligently prosecuted) to be registered with the United States Patent and Trademark Office in a manner sufficient to impart constructive notice of Borrower's ownership thereof, and (b) cause to
be prepared, executed, and delivered to Lender, with sufficient time to permit Lender to record no later than the last Business Day within 10 days following the date that such trademarks have
been registered or an application for registration has been filed, a Trademark Security Agreement reflecting the security interest of Lender in such trademarks, which shall be in form and content
suitable for registration with the United States
Patent and Trademark Office so as to give constructive notice, when so registered, of the transfer by Borrower to Lender of a security interest in such trademarks.

7.    NEGATIVE COVENANTS.

Borrower covenants and agrees that, so long as any credit hereunder shall be available and until full and final payment of the Obligations, Borrower will not and
will not permit any of its Subsidiaries to do any of the following:

7.1Indebtedness.Create, incur, assume, permit, guarantee, or otherwise become
or
remain, directly or indirectly, liable with respect to any Indebtedness, except:



7.2Liens.Create, incur, assume, or permit to exist, directly or indirectly,
any Lien
on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens (including Liens that are replacements of
Permitted Liens to the extent that the original Indebtedness is refinanced, renewed, or extended underSection 7.1(d)and so long as the
replacement Liens only encumber those assets that secured the refinanced, renewed, or extended Indebtedness).

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7.3Restrictions on Fundamental Changes.



7.4Disposal of Assets.Other than Permitted Dispositions, convey, sell, lease,
license,
assign, transfer, or otherwise dispose of any of Borrower's assets.

7.5Change Name.Change Borrower's name, FEIN, corporate structure, or identity,
 or add
any new fictitious name;provided, however, that Borrower may change its name upon at least 30 days prior written notice to Lender of such change
and so long as, at the time of such written notification, Borrower provides any financing statements or fixture filings necessary to perfect and continue perfected the Lender's Liens.

7.6Guarantee.Guarantee or otherwise become in any way liable with respect to
the
obligations of any third Person except by endorsement of instruments or items of payment for deposit to the account of Borrower or which are transmitted or turned over to Lender.

7.7Nature of Business.Make any change in Borrower's Business.

7.8Prepayments and Amendments.



7.9Change of Control.Cause, permit, or suffer, directly or indirectly, any
Change of
Control.

7.10Consignments.Consign any Inventory or sell any Inventory on bill and hold,
 sale or
return, sale on approval, or other conditional terms of sale.

7.11Distributions.Make any distribution or declare or pay any dividends (in
cash or
other property, other than common Stock) on, or purchase, acquire, redeem, or retire any of Borrower's Stock, of any class, whether now or hereafter outstanding.

7.12Accounting Methods.Modify or change its method of accounting (other than
as may be
required to conform to GAAP) or enter into, modify, or terminate any agreement currently existing, or at any time hereafter entered into with any third party accounting firm or service bureau for the
preparation or storage of Borrower's accounting records without said accounting firm or service bureau agreeing to provide Lender information regarding the Collateral or Borrower's financial
condition.

7.13Investments.Except for Permitted Investments and Permitted Acquisitions,
directly
or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment;provided,
however, that Borrower shall not have Permitted Investments (other than in the Cash Management Accounts) in excess of $25,000 outstanding at any one time unless Borrower and
the applicable securities intermediary or bank have entered into Control

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Agreements governing such Permitted Investments, as Lender shall determine in its Permitted Discretion, to perfect (and further establish) the Lender's Liens in such Permitted Investments.

7.14Transactions with Affiliates.Except as set forth on Schedule 7.14, directly or indirectly enter into or permit to exist any transaction with any Affiliate of Borrower except for transactions that
are upon fair and reasonable terms, that are fully disclosed to Lender, and that are no less favorable to Borrower than would be obtained in an arm's length transaction with a
non-Affiliate.

7.15Suspension.Suspend or go out of a substantial portion of its business.

7.16[Intentionally omitted].

7.17Use of Proceeds.Use the proceeds of the Advances for any purpose other
than
(a) on the Closing Date, (i) to repay $2,500,000 of principal under the Counsel Note, and (ii) to pay transactional fees, costs, and expenses incurred in connection with this
Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and (b) thereafter, consistent with the terms and conditions hereof, for its lawful and permitted
purposes including, without limitation, the financing of working capital, capital expenditures, payment of indebtedness and general corporate expenses.

7.18Change in Location of Chief Executive Office; Inventory and Equipment with
Bailees.Relocate its chief executive office to a new location without providing 30 days prior written notification thereof to Lender and so long as, at the
time of such written notification, Borrower provides any financing statements or fixture filings necessary to perfect and continue perfected the Lender's Liens and also provides to Lender a Collateral
Access Agreement with respect to such new location. The Inventory and Equipment shall not at any time now or hereafter be stored with a bailee, warehouseman, or similar party without Lender's prior
written consent.

7.19Securities Accounts.Establish or maintain any Securities Account unless
Lender
shall have received a Control Agreement in respect of such Securities Account. Borrower shall not transfer assets out of any Securities Account; provided, however, that, so long as no Event of Default
has occurred and is continuing or would result therefrom, Borrower may use such assets (and the proceeds thereof) to the extent not prohibited by this Agreement.

7.20Financial Covenants.



Applicable Amount

Applicable Period$
1,250,000

For the 3 month period ending March 31, 2002$
2,500,000

For the 6 month period ending June 30, 2002$
3,750,000

For the 9 month period ending September 30, 2002$
5,000,000

For the 12 month period ending each fiscal quarter thereafter


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For the period ending March 31, 2002, Lender shall adjust Borrower's EBITDA to reflect the amount of discretionary promotional expenses expensed during such period. The foregoing
notwithstanding, if Borrower fails to maintain the required EBITDA for any period, Borrower shall have 10 calendar days following the applicable period to provide Lender with evidence (in form
and substance reasonably satisfactory to Lender) that it (i) has received one or more equity capital contributions in cash or (ii) has consummated a private placement of subordinated
debt (which subordinated debt shall be subject to a subordination agreement in form and substance reasonably satisfactory to Lender) in an aggregate amount such that the sum of Excess Availability and
unrestricted cash and Cash Equivalents after the receipt of such equity capital contributions is at least $2,500,000.



7.21Contracts with Carriers, Clearinghouses, and LECs.Enter into any new
contractual
arrangements with Carriers, Clearinghouses, or LECs, or materially amend, modify, or extend existing contractual arrangements with Carriers, Clearinghouses, or LECs, if the effect in either case would
be to prohibit Lender from having a security interest in the rights of Borrower thereunder, to prohibit disclosure of the terms thereof to Lender (although disclosure may be conditioned on Lender's
agreement to reasonable confidentiality provisions), to grant a security interest to the Carrier, Clearinghouse, or LEC in any of the Collateral, to authorize any Carrier to withhold delivery of call
transaction record tapes other than after the occurrence of a default, or to authorize any Carrier to contact or directly bill customers of Borrower with respect to services provided by such Carrier
to Borrower for resale to Borrower's customers.

8.    EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an event of default (each, an "Event of Default") under
this Agreement:

8.1If Borrower fails to pay when due and payable, or when declared due and payable, all or any portion of the Obligations
(whether of principal, interest (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts), fees and charges due Lender, reimbursement of Lender
Expenses, or other amounts constituting Obligations);

8.2(a) If Borrower fails or neglects to perform, keep, or observe, in any material respect, any term, provision,
condition, covenant, or agreement contained in Sections 6.2 (Collateral Reporting), 6.9 (Location of Inventory and Equipment), 6.10 (Compliance with Laws), or 6.11 (Leases) of this Agreement
and such failure continues for a period of 5 days; (b) If Borrower fails or neglects to perform, keep, or observe, in any material respect, any term, provision, condition, covenant, or
agreement contained in Sections 6.1 (Accounting System), 6.3 (Financial Statements, Reports, Certificates), 6.6 (Chargebacks), or 6.8 (Maintenance of Properties) of this Agreement, or any term,
provision, condition, covenant, or agreement contained in any of the other Loan Documents and such failure continues for a period of 15 days; or (c) If Borrower fails or neglects to
perform, keep, or observe any other term, provision, condition, covenant, or agreement contained in this Agreement, or in any other present or future agreement between Borrower and Lender (giving
effect to any grace periods, if any, expressly provided for in such other agreements); in each case, other than any such

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term, provision, condition, covenant, or agreement that is the subject of another provision of this Section 8, in which event such other provision of this Section 8 shall govern);
provided that, during any period of time that any such failure or neglect of Borrower referred to in this paragraph exists, even if such failure or neglect is not yet an Event of Default by virtue of
the existence of a grace period, Lender shall not required during such period to make Advances to Borrower;

8.3If any material portion of Borrower's or any of its Subsidiaries' assets is attached, seized, subjected to a writ or
distress warrant, levied upon, or comes into the possession of any third Person;

8.4If an Insolvency Proceeding is commenced by Borrower, any of its Subsidiaries, Counsel, or Guarantor;

8.5If an Insolvency Proceeding is commenced against Borrower, any of its Subsidiaries, Counsel, or Guarantor, and any of the
following events occur: (a) Borrower, the Subsidiary, Counsel, or Guarantor consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the
Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within 45 calendar days of the date of the filing thereof; provided, however,
 that, during the pendency of such period, Lender shall be relieved of its obligations to extend credit hereunder, (d) an
interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, Borrower, any of its
Subsidiaries, Counsel, or Guarantor or (e) an order for relief shall have been entered therein;

8.6If Borrower, any of its Subsidiaries, Counsel, or Guarantor is enjoined, restrained, or in any way prevented by court
order from continuing to conduct all or any material part of its business affairs;

8.7If a notice of Lien, levy, or assessment is filed of record with respect to any of Borrower's or any of its Subsidiaries'
assets by the United States, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, or if any taxes or debts owing at any time hereafter to
any one or more of such entities becomes a Lien, whether choate or otherwise, upon any of Borrower's or any of its Subsidiaries' assets and the same is not paid before such payment is delinquent;

8.8If a judgment or other claim becomes a Lien or encumbrance upon any material portion of Borrower's or any of its
Subsidiaries' assets;

8.9If Borrower receives a written notice of default under any material Carrier Agreement;

8.10If there is a default in any material agreement to which Borrower or any of its Subsidiaries is a party and such default
(a) occurs at the final maturity of the obligations thereunder, or (b) results in a right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of
Borrower's or its Subsidiaries' obligations thereunder, to terminate such agreement, or to refuse to renew such agreement pursuant to an automatic renewal right therein;

8.11If Borrower or any of its Subsidiaries makes any payment on account of Indebtedness that has been contractually
subordinated in right of payment to the payment of the Obligations, except to the extent such payment is permitted by the terms of the subordination provisions applicable to such Indebtedness;

8.12If any material misstatement or misrepresentation exists now or hereafter in any warranty, representation, statement, or
Record made to Lender by Borrower, its Subsidiaries, or any officer, employee, agent, or director of Borrower or any of its Subsidiaries;

8.13If the obligation of Guarantor under the Guaranty is limited or terminated by operation of law or by Guarantor
thereunder; or

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8.14If this Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to
create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien on or security interest in the Collateral covered hereby or thereby; or

8.15Any provision of any Loan Document shall at any time for any reason be declared to be null and void, or the validity or
enforceability thereof shall be contested by Borrower, or a proceeding shall be commenced by Borrower, or by any Governmental Authority having jurisdiction over Borrower, seeking to establish the
invalidity or unenforceability thereof, or Borrower shall deny that Borrower has any liability or obligation purported to be created under any Loan Document.

9.    LENDER'S RIGHTS AND REMEDIES.

9.1Rights and Remedies.Upon the occurrence, and during the continuation, of
an Event
of Default, Lender (at its election but without notice of its election and without demand) may do any one or more of the following, all of which are authorized by Borrower:



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9.2Remedies Cumulative.The rights and remedies of Lender under this Agreement,
 the
other Loan Documents, and all other agreements shall be cumulative. Lender shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No
exercise by Lender of one right or remedy shall be deemed an election, and no waiver by Lender of any Event of Default shall be deemed a continuing waiver. No delay by Lender shall constitute a
waiver, election, or acquiescence by it.

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10.  TAXES AND EXPENSES.

If Borrower fails to pay any monies (whether taxes, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts
payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under
the terms of this Agreement, then, Lender, in its sole discretion and without prior notice to Borrower, may do any or all of the following: (a) make payment of the same or any part thereof,
(b) set up such reserves in Borrower's Loan Account as Lender deems necessary to protect Lender from the exposure created by such failure, or (c) in the case of the failure to comply
withSection 6.8hereof, obtain and maintain insurance policies of the type described inSection 6.8and take any action with respect to such
policies as Lender deems prudent. Any such amounts paid by Lender shall constitute Lender Expenses and any such payments shall not
constitute an agreement by Lender to make similar payments in the future or a waiver by Lender of any Event of Default under this Agreement. Lender need not inquire as to, or contest the validity of,
any such expense, tax, or Lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing.

11.  WAIVERS; INDEMNIFICATION.

11.1Demand; Protest.Borrower waives demand, protest, notice of protest,
notice of
default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any
time held by Lender on which Borrower may in any way be liable.

11.2Lender's Liability for Collateral.Borrower hereby agrees that:
(a) so long
as Lender complies with its obligations, if any, under the Code, Lender shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss
or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman,
bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrower.

11.3Indemnification.Borrower shall pay, indemnify, defend, and hold the
Lender-Related
Persons, each Participant, and each of their respective officers, directors, employees, agents, and attorneys-in-fact (each, an "Indemnified
Person") harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, and damages, and all
reasonable attorneys fees and disbursements and other costs and expenses actually incurred in connection therewith (as and when they are incurred and irrespective of whether suit is brought), at any
time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution, delivery, enforcement, performance, or administration of
this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby, and (b) with respect to any investigation, litigation, or proceeding related to this
Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or
circumstance in any manner related thereto (all the foregoing, collectively, the "Indemnified Liabilities"). The foregoing to the contrary
notwithstanding, Borrower shall have no obligation to any Indemnified Person under thisSection 11.3with respect to any Indemnified Liability
that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person. This provision shall survive the termination of
this Agreement and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which
Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect
thereto.WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT

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TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

12.  NOTICES.

Unless otherwise provided in this Agreement, all notices or demands by Borrower or Lender to the other relating to this Agreement or any other Loan Document shall
be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or
certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as Borrower or Lender, as applicable, may designate to each other in accordance
herewith), or telefacsimile to Borrower or Lender, as the case may be, at its address set forth below:

| |  | If to Borrower: |  | WORLDXCHANGE CORP.9775 Business Park Avenue
San Diego, California 92131
Attn: Chief Financial Officer
Fax No. 858.547.5626                                  
| |  | --------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | with copies to: |  | COUNSEL SPRINGWELL COMMUNICATIONS LLCOne Landmark Street
Stanford, Connecticut 06901
Attn: Managing Director
Fax No. 203.961.9001                           
| |  | If to Lender:   |  | FOOTHILL CAPITAL CORPORATION2450 Colorado Avenue
Suite 3000 West
Santa Monica, California 90404
Attn: Business Finance Division Manager
Fax No. 310.453.7443
| |  | with copies to: |  | BROBECK, PHLEGER & HARRISON LLP550 South Hope Street, Suite 2100
Los Angeles, California 90071
Attn: John Francis Hilson, Esq.
Fax No. 213.745.3345         

Lender
and Borrower may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands
sent in accordance with thisSection 12, other than notices by Lender in connection with enforcement rights against the Collateral under the
provisions of the Code, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail. Borrower acknowledges and agrees that notices
sent by Lender in connection with the exercise of enforcement rights against Collateral under the provisions of the Code shall be deemed sent when deposited in the mail or personally delivered, or,
where permitted by law, transmitted by telefacsimile or any other method set forth above.

13.  CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.



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14.  ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

14.1Assignments and Participations.



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14.2Successors.This Agreement shall bind and inure to the benefit of the
respective
successors and assigns of each of the parties;provided, however, that Borrower may not assign this Agreement or any rights or duties hereunder without
Lender's prior written consent and any prohibited assignment shall be absolutely voidab initio. No consent to assignment by Lender shall release
Borrower from its Obligations. Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant toSection 14.1hereof and, except as
expressly required pursuant toSection 14.1hereof, no consent or approval by Borrower is required
in connection with any such assignment.

15.  AMENDMENTS; WAIVERS.

15.1Amendments and Waivers.No amendment or waiver of any provision of this
Agreement
or any other Loan Document, and no consent with respect to any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by Lender and Borrower and then any
such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

15.2No Waivers; Cumulative Remedies.No failure by Lender to exercise any
right,
remedy, or option under this Agreement or any other Loan Document, or delay by Lender in exercising the same, will operate as a waiver thereof. No waiver by Lender will be effective unless it is in
writing, and then only to the extent specifically stated. No waiver by Lender on any occasion shall affect or diminish Lender's rights thereafter to require strict performance by Borrower of any
provision of this Agreement. Lender's rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Lender may have.

16.  GENERAL PROVISIONS.

16.1Effectiveness.This Agreement shall be binding and deemed effective when
executed
by Borrower and Lender.

16.2Section Headings.Headings and numbers have been set forth herein for
convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

16.3Interpretation.Neither this Agreement nor any uncertainty or ambiguity
herein
shall be construed against Lender or Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and
interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

16.4Severability of Provisions.Each provision of this Agreement shall be
severable
from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

16.5Withholding Taxes.All payments made by Borrower hereunder or under any
note will
be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without
deduction

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or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United
States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by
any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of Lender, or (ii) to the extent that such tax results from a
change in the circumstances of Lender, including a change in the residence, place of organization, or principal place of business of Lender, or a change in the branch or lending office of Lender
participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees,
assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount
of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.5after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such
amounts payable to Lender
if the increase in such amount payable results from Lender's own willful misconduct or gross negligence. Borrower will furnish to Lender as promptly as possible after the date the payment of any Taxes
is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

16.6Amendments in Writing.This Agreement only can be amended by a writing
signed by
Lender and Borrower.

16.7Counterparts; Telefacsimile Execution.This Agreement may be executed in
any number
of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this
Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original
executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Documentmutatis
mutandis.

16.8Revival and Reinstatement of Obligations.If the incurrence or payment of
the
Obligations by Borrower or the transfer to Lender of any property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors' rights,
including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (collectively, a
"Voidable Transfer"), and if Lender is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the
reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that Lender is required or elects to repay or restore, and as to all reasonable costs, expenses, and
attorneys fees of Lender related thereto, the liability of Borrower automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.

16.9Integration.This Agreement, together with the other Loan Documents,
reflects the
entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

[Signature
page to follow.]

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IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

| |  | WORLDXCHANGE CORP.a Delaware corporation             
| |  | -----------------------------------------------------
| |  | By:                                                  
| |  | Title:                                               
| |  | FOOTHILL CAPITAL CORPORATION,a California corporation
| |  | By:                                                  
| |  | Title:                                               

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