**EXHIBIT 10.24.2**

 

**MCI WORLDCOM NETWORK SERVICES, INC.**

 

## **ATTACHMENTFOR SS7 3rd PARTY SERVICE**

 

This Attachmentfor SS7 3rd PARTY Service (the “Attachment”) is made as of the 26thday of November, 2002, to that certain Telecommunications Services Agreementdated 4-20, 1999 (the “Agreement”) made by, and between MCI WORLDCOM NetworkServices. Inc. (“MCI WorldCom”) and AmeriVision Communications, Inc.(“Customer”).

 

During the ServiceTerm of the Agreement, MCI WorldCom will provide “SS7 3rd PARTY Service” which isSignaling System *7*(“SS7’) signaling between Customer’s SS7 network and MCIWorldCom’s SS7 network through a Third Party Signaler (as defined herein).Customer acknowledges that this Attachment is only valid provided Customer hasexecuted or executes simultaneously with the execution of this Attachment, anMCI WorldCom Attachment for CLASSIC/TRANSCEND/ACCESS BASED BILLING CARRIERTERMINATION Service or CARRIER ORIGINATION Service, PRISM 1 Service or ADVANCEDTOLL FREE Service. SS7 3rd PARTY Service supports signaling for dedicated longdistance traffic between switches and/or**Signaling Transport Points (“STPs”) ownedand operated by Third Party Signalers (as defined herein) (“CustomerLocations”) and MCI WorldCom’s signaling network. Customer’s ability to receiveand use SS7 3rd PARTY Service shall be based on MCI WorldCom’sexisting interconnection availability with Third Party Signalers. MCI WorldCom,at its sole discretion, reserves the right to deny SS7 3rd PARTY Service to anyrequested Customer location.

 

I.              **TERMS AND CONDITIONS.**

 

(A)   Technical Requirements. Customer’snetwork shall conform In all material respects to MCI WorldCom SS7 NetworkInterface specifications for Interexchange carriers specifications GR 246Revision 2 (1996). Any changes in a Third Party Signaler’s switch or STPhardware or software must be compatible with the GR 246 Revision 2 (1996) SS7network technical specifications, and MCI WorldCom must be given sufficientadvance written notice thereof to provide MCI WorldCom reasonable time toadjust its own facilities and services to correspond to such change; providedthat such notice shall at no time be less than five (5) business days prior tothe effective date of such change.

 

(B)           Interconnection and Testing.

 

(i)             SS7 3rd PARTY Service will supportall long distance originating or terminating traffic on dedicated facilitiesfrom or to Customer Locations, utilizing point codes (“Point Codes”) owned orleased and operated by Customer. Customer hereby represents that all point codesto be provided to MCI WorldCom will be owned or leased and operated byCustomer. Upon execution of this Attachment, Customer will provide MCI WorldComwith a list of cities, CLLIs and Point Codes owned or leased and operated byCustomer to be connected into the MCI WorldCom network which list may beupdated from time to time upon notice to MCI WorldCom as Customer adds switchesto its network. MCI WorldCom reserves the right to review the Point Codes toensure they belong to Customer.

 

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(ii)            To provide SS7 3rd PARTY Service toCustomer, MCI WorldCom will allow Customer to signal, using SS7 connectionsthrough a third party approved by MCI WorldCom (“Third Party Signaler”), to MCIWorldCom using MCI WorldCom’s existing connections with the Third Party Signaler,for the purpose of  exchanging callsetup messages only. MCI WorldCom will pass on to Customer any administrativeor new charges that the Third Party Signaler may assess MCI WorldCom that aredirectly related to Customer’s SS7 messaging.

 

(iii)           Customer understands and agrees thatSS7 3rd PARTY Service shall not be used to support signaling for local trafficarid MCI WorldCom will not support TCAP messages.

 

(iv)           MCI WorldCom only provides SS7 3rdPARTY Service to Customer’s Location(s). Customer acknowledges and agrees thatthe following activities are prohibited: (i) the resell of SS7 3rd PARTYService, arid (ii) arrangements where STPs and/or switches that are not ownedarid operated (or leased arid operated) by Customer pass SS7 messages to MCI WorldCom’ssignaling network.

 

(v)            MCI WorldCom retains the right toimmediately terminate Customer’s SS7 3rd PARTY Service for failureto comply with this Subsection (B).

 

(C)           Operation and Maintenance. MCIWorldCom will operate and maintain each MCI WorldCom STP seven (7) days perweek, twenty-four (24) hours per day. In the event of an outage of an MCIWorldCom STP, MCI WorldCom will respond in accordance with MCI WorldCom’spolicies and practices in effect at the time of the outage, as determined bythe MCI WorldCom location affected by any such outage. In the event of anyinterruption of SS7 3rd PARTY Service, MCI WorldCom shall, upon the earlier of(1) MCI WorldCom becoming aware of such Interruption, or (ii) delivery of notice thereof by Customer, immediatelycommence and diligently pursue the restoration of SS7 3rd PARTY Service as itrelates to the SS7 connection between MCI WorldCom arid the Third PartySignaler In compliance with priorities established under federal laws andregulations. Customer agrees. to immediately pursue troubleshooting activitieswith the Third Party Signaler on the SS7 connection between Customer and theThird Party Signaler for any interruption of SS7 3rd PARTY Service.Customer agrees to cooperate with MCI WorldCom in all restoration efforts. -

 

(D)          Exchange of Technical Data;Forecasts. Customer and MCI WorldCom shall exchange all necessary PointCode and other technical information as is necessary to establish and maintainthe SS7 3rd PARTY Service. Additionally, within thirty (30) days following theexecution of this Attachment, Customer will provide MCI World Corn with a forecast of Customer’s anticipated longdistance traffic and link/port requirements for SS7 3rd PARTY Service for thefirst six (6) months of Customer’s use of SS7 3rd  PARTY Service (the “6.Month Forecast”).Customer shall review and update the 6-Month Forecast on a regular basis, butno later than six months following the issuance of the preceding 6-MonthForecast. Customer shall immediately notify MCI WorldCom if Customer has reasonto believe Customer’s link/port requirement or anticipated signaling willmaterially change. MCI WorldCom shall not be responsible for serviceinterruption, degradation in the quality or the service or any other servicedefect that may result from Customer exceeding the forecast levels, failing toprovide a complete or timely forecast, or failing to provide MCI WorldCom withadvance notice of a material change to the projections contained in Customer’s6-Month Forecast(s).

 

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(E)           Interconnect Circuits. MCIWorldCom will submit to the Customer or the Third Party Signaler, as necessary,any information required to implement SS7 3rd PARTY Service with theThird Party Signaler.

 

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II.            **SS7 3rd PARTY SERVICE CHARGES.**

 

Customer agrees to pay MCI WorldCom *per month foreach Customer switch point code that Customer signals to or from MCI WorldComfrom a Third Party Signaler, for dedicated voice traffic to or from MCIWorldCom.

 

IN WITNESS WHEREOF,authorized parties on behalf of their respective entities have initialed thisAttachment for SS7 3rd PARTY Service as of the date shown below.

 
| AmeriVision  Communications, Inc. |   | MCI WORLDCOM NE1WORK |                                 |
|-----------------------------------|--------|----------------------|--------------------------------------|
|                              |   | SERVICES, INC.       |                                 |
|                              |   |                 |                                 |
| Customer’s initials /s/  SR  |   |                 | MCI WorldCom’s initials  /s/ RB |   |
| Date: 11/25/02                    |   | Date: 11/26/02       |                                 |
|                                   |        |                      |                                      |  |

 

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