Exhibit 10.42

                                LICENSE AGREEMENT


THIS AGREEMENT is made as of the ___ day of June 2002, between QuorTech
Solutions Inc. ("QuorTech"), a Delaware corporation, with an office at 9027 Town
Center Parkway, Bradenton, FL 34202, and Phone 1, Inc. ("Licensee"), a Florida
corporation, with an office at 100 North Biscayne Blvd., 25th Floor, Miami, FL
33132.

                                   WITNESSETH

WHEREAS, QuorTech owns the software described in Exhibit A attached hereto under
the caption "QuorTech Proprietary Software" ("QuorTech's Software") and related
documentation (the "QuorTech's Software Documentation"), which is also described
in Exhibit A;

WHEREAS, QuorTech wishes to further develop the QuorTech Software to create
special versions of such software (the "Developed Versions") for the exclusive
and sole use of Licensee. The Developed Versions will be solely for the needs
and use by Licensee and no other party or person, under any circumstance. The
features and description of such Developed Versions are described in Exhibit A
under the caption "Description of the Developed Versions";

WHEREAS, QuorTech wishes to license the QuorTech Software and the Developed
Versions (collectively, the "Software") to Licensee and Licensee wishes to
accept a license of such Software for use in connection with its payphone
operations and subject to the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:


                                    Article 1
                                 GRANT OF RIGHTS

1.1      Software License. QuorTech hereby grants to Licensee, for the term of
         this Agreement, (i) a non-exclusive, non-transferable (other than as
         permitted herein) right and license to use, in the United States and
         Canada, the QuorTech's Software and (ii) an exclusive, non-transferable
         (other than as permitted herein) right and license to use, in the
         United States and Canada, the Developed Versions; it being acknowledged
         and understood that such use in the United States and Canada is for the
         initiation of telephone calls from the United States and Canada to
         foreign countries. QuorTech will, at no additional cost to Licensee,
         include the functionality of the Developed Versions of the Software in
         future Upgrades for the Software. However, the payphone owner may be
         charged for Upgrades not related to the Developed Versions. For
         purposes of this Agreement, an "Upgrade" is a modification, change or
         enhancement of the Software, whether such Upgrade adds functionality
         and/or wholly alters the "look and feel" of the Software or not. The
         license granted herein shall extend to all Upgrades. It is further
         understood that the Licensee need not accept all or any Upgrades.

1.2      Software Use. QuorTech acknowledges that Licensee intends to use the
         Software in connection with its coin operated payphone system and
         network and that Licensee will install such Software in such of its
         customers payphones as it elects in its sole discretion. QuorTech
         further acknowledges that the Software, when delivered to Licensee,
         will be functional and will perform in accordance with the performance
         requirements described in Exhibit B under the caption "Performance
         Requirements of the Software" (the "Performance Requirements").
         Licensee acknowledges and agrees that, with respect to the Developed
         Versions, Licensee and its customers, successors, assigns, transferees,
         purchasers, lessees and licensees, shall have the sole responsibility
         to properly program and maintain the Licensee Records and the Licensee
         International Records (as those terms are defined in Exhibit A) and to
         determine and comply with all applicable federal, state, local and
         regulated operating company use restrictions and requirements,
         including, without limitation, the continuing responsibility to ensure
         that the rates charged remain current and do not exceed the maximum
         rates permitted by federal and state regulations. Notwithstanding the
         foregoing, QuorTech covenants that, to its best knowledge after
         inquiry, the use of the Software in accordance with this Agreement will
         not be unlawful or in violation of any United States or Canadian laws,
         government rules, orders or regulations, or the rights of third
         parties.

1.3      Completion and Delivery. The Software shall be completed and
         delivered on the dates set forth in Exhibit B under the caption "Terms
         for Delivery of the QuorTech's Software and the Developed Versions" by
         QuorTech to Licensee in executable form, which means that the Software
         shall be consistent with the specifications and usable in a
         commercially reasonable manner. Time is of the essence in respect to
         the dates of delivery of each Deliverable (as such term is defined
         below).

1.4      Acceptance Procedure. On delivery of the QuorTech's Software and any
         Developed Version, QuorTech will demonstrate to Licensee that such
         Software delivered (a "Deliverable") complies with the Performance
         Requirements and Licensee shall have a period of twenty business days
         (the "Acceptance Period") in which to accept or reject the Deliverable.
         Any rejection of a Deliverable shall be communicated to QuorTech in
         writing within the Acceptance Period, setting forth in reasonable
         detail the reason(s) for such rejection within twenty business days
         from the date of delivery of the Deliverable by QuorTech. If no written
         notice of rejection is received by QuorTech within the period of twenty
         business days described in the preceding sentence, the Deliverable is
         deemed accepted by Licensee. QuorTech shall use commercially reasonable
         efforts to correct and redeliver any rejected Deliverable within twenty
         business days after receipt of the notice of rejection so that it meets
         the Performance Requirements.

1.5      Installation. The installation conditions of the Software are described
         in Exhibit B under the caption "Installation Conditions of the
         Software".

1.6      Customizations. Subject to the ownership provisions set forth in
         paragraph 2.1 below, if elected by Licensee, Licensee shall have the
         right to use the Developed Versions customized by QuorTech to address
         the Licensee's specific business needs (a "Customization"). QuorTech
         will use commercially reasonable efforts to make appropriate
         modifications and additions to the Developed Versions to help Licensee
         realize and implement the requested Customization. For providing such
         assistance, QuorTech shall be compensated in accordance with paragraph
         3.2 below.

1.7      Technical Support. QuorTech shall provide Licensee with technical
         support (which shall include the repair of the Software, if needed) and
         support via telephone and electronic mail in connection with the
         Software as requested by Licensee as described in Exhibit C.

1.8      Delivery of Source Code Into Escrow. QuorTech and Licensee shall agree
         upon the terms of a mutually acceptable Escrow Agreement with an
         independent escrow agent, to be paid by Licensee, within 90 days from
         the date of this Agreement, and such agreement shall be incorporated by
         reference herein. Concurrently with the delivery of each Deliverable,
         QuorTech shall deliver to the escrow agent one machine-usable copy and
         one archived human readable copy of all then-current source code (to be
         updated from time to time) for the Software, including but not limited
         to all commentary or other explanatory materials incorporated into or
         accompanying the source code, and the escrow agent shall notify
         Licensee of its receipt of such copies. In the event of any of the
         below, QuorTech, via the escrow agreement, will guarantee Licensee
         access to and use of the Software and source code and other items in
         escrow for Licensee's sole use during the continuing occurrence of any
         of the following events and shall promptly so notify the escrow agent:
         QuorTech makes an assignment for the benefit of its creditors, admits
         in writing an inability to pay debts as they mature, a trustee or
         receiver is appointed respecting all or a substantial part of the other
         party's assets, or a proceeding is instituted by or against the other
         party under any provision of United States or Canadian bankruptcy law
         and is acquiesced in or is not dismissed within sixty (60) days, or
         results in an adjudication of bankruptcy.

         The obligations of QuorTech under this Section 1.8 are not in
         substitution of any of QuorTech's obligations under this Agreement.

1.9.     Audits. QuorTech reserves the right to have audits conducted, with ten
         business days written notice, specifically to verify compliance by
         Licensee with the software license terms contained herein. Audits shall
         occur no more than once every 6 months and only during normal business
         hours.

                                    Article 2
                                    OWNERSHIP

2.1      Proprietary Rights. QuorTech shall at all times retain all title to,
         ownership of and intellectual property rights in the Software, and the
         Developed Versions of the Software.


                                    Article 3
                                  COMPENSATION

3.1      License Fee. The description of the license fee and terms and
         conditions of its payment are described in Exhibit C attached hereto.

3.2      Customization Charge. As compensation for assisting Licensee in
         implementing a Customization, as described in paragraph 1.6 above,
         Licensee shall pay QuorTech the amounts described in Exhibit C attached
         hereto and under the terms described thereto.


                                    Article 4
                              TERM AND TERMINATION

4.1      Term and Termination. The term of this Agreement shall be for a period
         of three (3) years beginning on the date the delivery of all of the
         Software, in accordance with the Performance Requirements, is completed
         and accepted by Licensee; provided, that the Agreement automatically
         shall renew for successive one year periods, unless the Licensee gives
         notice to QuorTech of its intention not to renew the Agreement and
         License or fails to make any purchase or payment within the preceding
         12 months which is not cured within 60 business days. Subject to the
         payment of all fees accrued to date, the Licensee may terminate this
         Agreement on 60 days prior written notice to QuorTech. Licensee agrees
         that upon termination of this Agreement, and upon QuorTech's request,
         it will immediately return all copies of the Software and the QuorTech
         Software Documentation to QuorTech or destroy the same if requested by
         QuorTech (and certify such destruction in writing to QuorTech) and
         QuorTech agrees that upon termination of this Agreement, and upon
         Licensee's request, it will immediately return all information or
         documents which belong to Licensee or its business or destroy the same
         if requested by Licensee (and certify such destruction in writing to
         Licensee).

4.2      Termination for Breach. Provided that it is not in material breach,
         either party may terminate this Agreement for material breach by the
         other party which has not been cured within thirty (30) days of written
         notice of such breach. Prior to termination, the parties shall make all
         commercially reasonable efforts to resolve any dispute.

4.3      Survival. The rights to compensation in Article 3 only as to that
         Software that was effectively ordered by Licensee prior to the
         termination of this Agreement, the confidentiality obligations of
         Article 7, the limitation of liability provisions of Section 8.10 and
         the indemnification provisions in Article 6 shall survive the
         termination or expiration of this Agreement.


                                    Article 5
                         REPRESENTATIONS AND WARRANTIES

5.1      QuorTech Representations and Warranties. QuorTech represents and
         warrants that: (i) it owns and to the extent not owned possesses all
         rights (none of which are terminable by a third party) necessary to
         use, and grant to Licensee a license to use the Software free and clear
         of any liens or encumbrances whatsoever and that such license or use
         will not to the best of its knowledge after inquiry infringe upon any
         issued United States or Canadian patent, registered United States or
         Canadian trademark, registered United States or Canadian copyright or
         trade secrets of any third party, or otherwise to the best of its
         knowledge after inquiry violate any United States or Canadian law or
         government regulation (ii) this Agreement is permitted by, and does not
         conflict with or in any way violate any other agreement to which
         QuorTech is a party; (iii) Licensee has the right to use the Software
         without interruption; (iv) the Software does not and will not contain
         any feature that prevent its use, including but not limited to any
         computer virus, worm, lock, drop-dead device, Trojan-horse routine,
         trap door, time bomb, or any other code or instruction that may be used
         to access, modify, delete, damage, or disable the functioning of the
         Software; provided that the Software has a remote activation feature
         specifically for Licensee's use and QuorTech represents and warrants
         that it will not use such ability without Licensee's consent; and (v)
         QuorTech has the full right and authority to enter into and to perform
         its obligations under this Agreement.

5.2      Licensee Representations and Warranties. Licensee represents and
         warrants that: (i) this Agreement does not conflict with or in any way
         violate any other agreement to which Licensee is a party; and (ii)
         Licensee has the full right and authority to enter into and to perform
         its obligations under this Agreement.

5.3      QuorTech warrants the Software for a period of one year from the date
         such Software is delivered to Licensee, against defects. During such
         warranty period, QuorTech will make any necessary repairs or
         replacements to the Software to ensure it meets the Performance
         Requirements. THE WARRANTIES PROVIDED IN THIS AGREEMENT ARE THE SOLE
         AND EXCLUSIVE WARRANTIES PROVIDED BY QuorTech. QuorTech MAKES NO OTHER
         WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND INCLUDING, WITHOUT
         LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR
         PURPOSE, TITLE OR INFRINGEMENT.


                                    Article 6
                                 INDEMNIFICATION

6.1      Indemnification by QuorTech. QuorTech hereby indemnifies and holds
         harmless Licensee and each of its affiliates, directors, officers,
         employees, and agents against any and all penalties, damages, costs,
         judgments, liabilities, reasonable attorneys' fees or any other
         expenses incurred in connection with (i) intellectual property
         infringement claims by any person or entity with respect to, or
         concerning, the Software; and (ii) any breach by QuorTech of the terms,
         covenants, representations, warranties or obligations set forth in this
         Agreement.

6.2      Indemnification by Licensee. Licensee hereby indemnifies and holds
         harmless QuorTech and each of its affiliates, directors, officers,
         employees, agents and attorneys against any and all penalties, damages,
         costs, judgments, liabilities, reasonable attorneys' fees or any other
         expenses incurred in connection with any breach by Licensee of the
         terms, covenants, representations, warranties or obligations set forth
         in this Agreement.

6.3      Indemnifiable Claims. The party to be indemnified hereunder shall (i)
         promptly notify the indemnifying party in writing of any indemnifiable
         claim and give such party the opportunity to defend or negotiate a
         settlement of the claim at the indemnifying party's expense, and (ii)
         cooperate fully with the indemnifying party, at the indemnifying
         party's expense, in defending or settling the claim; provided, that no
         settlement shall be entered into without the indemnifying party's
         consent. This indemnity shall not apply to any alleged infringement
         caused by the combination of the Software with other third party
         software, products or modifications thereof when the alleged
         infringement is attributable to Software and would not have occurred
         but for said combination or modifications. To avoid infringement,
         QuorTech may, at its option, and at no charge to Licensee, obtain a
         license or right to continue the use of the Software, or modify the
         Software so it no longer infringes, or substitute an equivalent of the
         Software.


                                    Article 7
                                 CONFIDENTIALITY

7.1      Public Announcements. Neither party will issue any public statement
         concerning this Agreement without the prior approval of the other
         party; provided, however, nothing herein shall be construed to require
         either party to obtain any prior approval of the other in order for it
         to make such disclosures as, upon advise of counsel, such party deems
         necessary or desirable to comply with applicable securities laws or the
         rules of any exchange or listing service on which its shares are then
         traded.

7.2      Other Disclosures. The parties hereto will, and will cause their
         respective representatives, officers, directors, agents or affiliates,
         to hold in confidence and not disclose, without the prior written
         consent of the other party, any material information about each other
         (the "Confidential Information"), whether written or oral, that the one
         party, its representatives, officers, directors, agents or affiliates,
         has received from another party hereto or is or was privy to, which is
         not publicly available, including, without limitation, any information
         concerning the terms or substance of this letter agreement, except as
         may be required by law. The term "Confidential Information" does not
         include any information that (i) at the time of disclosure is generally
         available to and known to the public or the receiving party; (ii) was
         available to the receiving party on a non confidential basis from a
         source other than one of the parties and not violation of any
         obligation of confidentiality; (iii) was independently acquired or
         developed by the receiving party without violating any obligations
         under this Agreement, or (iv) is required to be disclosed by the
         receiving party, by law, or to a competent court, government or
         regulatory body having the right to require same.


                                    Article 8
                                  MISCELLANEOUS

8.1      Assignment. Neither party may sell, transfer, assign, or subcontract
         any right or obligation set forth in this Agreement; provided that
         either party can sell, transfer, assign, or subcontract any right or
         obligation set forth in this Agreement to an affiliate of such party or
         in the event of a merger, consolidation, reorganization or sale of
         substantially all of its assets or if any of the foregoing is as a
         result of like acts by its parent entity.

8.2      Notice. Any notice required or permitted to be made or given by either
         party hereto pursuant to this Agreement shall be in writing, shall be
         sufficiently made or given when received and shall be sent by such
         party to the other party by certified or registered mail, return
         receipt requested, commercial courier, personal delivery, or a similar
         reliable delivery method, postage or other delivery charges prepaid, at
         the addresses first indicated herein or to such other addresses as the
         parties may designate hereafter by notice.

8.3      Compliance With Laws and Regulations. Each party shall, at its own
         expense, comply with any governmental law, statute, ordinance,
         administrative order, rule, or regulation relating to its duties,
         obligations, and performance under this Agreement and shall procure all
         governmental licenses and pay all fees and other charges required
         thereby.

8.4      Governing Law. This Agreement shall be construed and enforced in
         accordance with the internal laws of the State of Florida without
         regard to principles of conflicts of law.

8.5      Entire Agreement; Amendments in Writing. The provisions of this
         Agreement constitute the entire agreement between the parties and
         supersede all prior agreements, oral or written, and all other
         communications relating to the subject matter hereof. No amendment,
         modification, or waiver of any provision of this Agreement shall be
         effective unless it is set forth in a writing that refers to the
         Agreement and the provisions so affected and is executed by authorized
         representatives of both parties.

8.6      Severability. If any provision of this Agreement is held by a court of
         competent jurisdiction to be illegal, invalid, unenforceable, or
         otherwise contrary to law, the remaining provisions of this Agreement
         shall remain in full force and effect.

8.7      Headings. The headings of the paragraphs and subparagraphs of this
         Agreement are for convenience only and shall not affect in any way the
         meaning of the provisions to which they refer.

8.8      Counterparts. This Agreement may be executed in any number of
         counterparts, which together shall constitute a single binding
         agreement.

8.9      Inurement. This Agreement shall inure to the benefit of and be binding
         upon the parties hereto, their legal representatives, successors and
         permitted assigns.

8.10     Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
         THE OTHER FOR LOST CONTRACTS OR LOST PROFITS OR ANY SPECIAL, PUNITIVE,
         INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF
         THE USE OF THE SOFTWARE OR RELATING TO THIS AGREEMENT HOWEVER CAUSED
         UNDER A CLAIM OF ANY TYPE OR NATURE BASED ON ANY THEORY OF LIABILITY
         (INCLUDING CONTRACT, TORT OR WARRANTY) EVEN IF THE POSSIBILITY OF SUCH
         DAMAGES HAS BEEN COMMUNICATED. IN NO EVENT SHALL EITHER PARTY'S
         LIABILITY TO THE OTHER FOR DIRECT DAMAGES EXCEED THE TOTAL AMOUNT OF
         MONEY PAYABLE UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL
         NOT APPLY TO ANY BREACH OF ARTICLE 7 "CONFIDENTIALITY."


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective authorized representatives as of June ____, 2002.

QuorTech Solutions, Inc.                             Phone1, Inc.

By: ___________________________             By: ____________________________

Title: ________________________             Title: _________________________

Name: _________________________             Name: __________________________



<PAGE>



                          LICENSE AGREEMENT - EXHIBIT A
                    QuorTech Proprietary Software Description

QuorTech has five current product families of smart payphone controllers: o
Gemini - including both the Gemini-III and Gemini-II o 5502 - including both the
5502Q and 5502W o Series-5 - including both the Series-5 board and the 5501 o
Millennium - including the Millennium phone with MTR2.x firmware o e-Millenium -
including the e-Millenium phone

All these products currently have the following common features / functions:

o        Microprocessor-based embedded controller that handles all payphone
         functions including payment detection.

o        The general ability to detect dialed numbers, rate the associated phone
         calls and redirect phone calls to a different phone number.

o        Ability to programmatically send and detect DTMF signals to/from the
         phone line.

o        Ability to play local Voice prompts to direct the telephone user.

o        Network Management Software (NMS) for centralized setup, control and
         reporting on the payphone network.

The following are current unique features by product family:
<TABLE>
<S>                            <C>                  <C>                  <C>                  <C>
   --------------------------- -------------------- -------------------- -------------------- --------------------
   Feature / Family                  Gemini                5502               Series-5           Millennium &
                                                                                                 e-Millennium
   --------------------------- -------------------- -------------------- -------------------- --------------------
   Type of phone line               Coin-line            Standard             Standard             Standard
   --------------------------- -------------------- -------------------- -------------------- --------------------
   NMS                               CoinNet               PNM+                 PNM+          Millennium Manager
   --------------------------- -------------------- -------------------- -------------------- --------------------
   # rate table entries               250+                  250                  50                    0
   --------------------------- -------------------- -------------------- -------------------- --------------------
   Current f/w rev.             Revision R / E024          KX1.2               LP5.4.3              MTR2.11
   --------------------------- -------------------- -------------------- -------------------- --------------------
</TABLE>


                        QuorTech's Software Documentation

The following is the list of software documentation pertinent to this Agreement:
o        LP5.5  Firmware Operation Manual, Volumes 1& 2
o        KX  Firmware Operation Manual, Volumes 1& 2
o        Gemini GSIII  Firmware Operation Manual, Volumes 1& 2
o        Millennium MTR2.11 Installation and Operation Guide



                     Licensee International Records / Rates

Licensee International Records / Rates are rate table entries specific to
sent-paid international calls. These determine the actual cost of the phone call
dependant on what location has been dialed and Phone1's associated per-minute
rate.



                      Description of the Developed Versions

The Developed Versions will specifically tailor the standard product software in
the area of sent-paid direct dial international calls and domestic calls where
applicable with the Phone1 network. In general, the Software will: provide all
required user and network interactions as outlined in the Call Progress Protocol
in Exhibit B; be activated on a per-terminal basis when purchased by Licensee;
be tailored to communicate only with the Phone1 network; and preclude other
network providers from delivering similar solutions with this exclusive release.

New features / functions related to the Developed Versions of the Software:

o        Include an aggregate of at least 100 International Records.

o        Have the ability to remotely enable/disable the Developed Software.

o        Work with Phone1's network switch to correctly process the calls.

o        The ability to turn off the grace period currently allowed for a user
         to deposit additional coins (specifically to end the call at the exact
         time specified).

o        Bilingual payphone-generated voice prompts, English and Spanish.

The following are the various versions and descriptions of the Developed
Software for each of the product families.

Gemini
New features/functions of this release include: the ability to locally rate the
initial time period of calls on a coin line/hybrid; added a time-period to the
voice prompts asking for coin deposit; and added the ability to programmatically
shut-off the handset speaker while dialing out the DTMF digits. The Developed
Software for Gemini-III will be called "Revision S" Gemini firmware, for the
Gemini-II it will be "Revision E025". This firmware is downloadable to the
boards via the CoinNet systems in-place at the customers' sites. QuorTech will
make the firmware available to those customers as directed by Licensee.

5502
New features/functions of this release include: the ability to turn off the
grace period currently allowed for a user to deposit additional coins
(specifically to end the call at the exact time specified); and to allow for
programming the *80 - *88 functionality required by Phone1. The Developed
Software for 5502 will be called "KX2.0" firmware. This firmware is downloadable
to the boards via any PNM+ system.

Series-5
New features/functions of this release include: expansion of the user-defined
call rating table to include at least 100 entries; the ability to turn off the
grace period currently allowed for a user to deposit additional coins
(specifically to end the call at the exact time specified); and to allow for
programming the *80 - *88 functionality required by Phone1. The Developed
Software for Series-5 will be called "LP5.5.0" firmware. This firmware is
downloadable to the boards via any PNM+ system but the International Records
cannot be downloaded by the customer. The International Records will be located
in an area of memory that is unique to this Software and will have priority over
existing Priority Parsing Records. QuorTech will download the International
Records directly to customers' phones as directed by Licensee.

Millennium
New features/functions of this release include: inclusion of a user-defined call
rating table to include at least 100 entries; and to allow for programming the
*80 - *88 functionality required by Phone1. The Developed Software for the
Millennium will be downloadable from the Millennium Manager system for all
MTR2.X terminals. QuorTech will download the International Records directly to
customers' phones as directed by Licensee.

e-Millennium
New features/functions of this release include: inclusion of a user-defined call
rating table to include at least 100 entries; and to allow for programming the
*80 - *88 functionality required by Phone1. The Developed Software for the
e-Millennium will be downloadable from the Millennium Manager system for all
terminals. QuorTech will download the International Records directly to
customers' phones as directed by Licensee.






<PAGE>



                          LICENSE AGREEMENT - EXHIBIT B
                    Performance Requirements of the Software

Phone1 Call Progress Protocol

The following specifies the International sent-paid call-flow process and
dialing protocol for Phone1. The dialing protocol is accomplished via a sequence
of Low Level Commands or "instructions" collectively called a Dialing Macro.
Although there are a number of Predefined Dialing Macros in the QuorTech
Software, the Phone1 dialing protocol will be a Custom Dialing Macro.

<TABLE>
<S>                                                         <C>
----------------------------------------------------------- -------------------------------------------------------------
Payphone Actions                                            Phone1 Network Actions
----------------------------------------------------------- -------------------------------------------------------------
Rate call and confirm initial payment
----------------------------------------------------------- -------------------------------------------------------------
Initiate dialing sequence
----------------------------------------------------------- -------------------------------------------------------------
Dial Access Number
----------------------------------------------------------- -------------------------------------------------------------
Wait for DTMF  "*"
----------------------------------------------------------- -------------------------------------------------------------
                                                            Recognize the ANI based on the DNIS database, play DTMF "*",
                                                            and wait for the PIN.
----------------------------------------------------------- -------------------------------------------------------------
Dial PIN
----------------------------------------------------------- -------------------------------------------------------------
Send DTMF "#"
----------------------------------------------------------- -------------------------------------------------------------
Wait for 1/2 second
----------------------------------------------------------- -------------------------------------------------------------
Dial destination number
----------------------------------------------------------- -------------------------------------------------------------
Send DTMF "#"
----------------------------------------------------------- -------------------------------------------------------------
Say "One moment please"
----------------------------------------------------------- -------------------------------------------------------------
Wait for DTMF "C"
----------------------------------------------------------- -------------------------------------------------------------
                                                            Process the call and wait for a billable call connection by
                                                            the carrier, then play DTMF "C"
----------------------------------------------------------- -------------------------------------------------------------
Enable handset microphone
----------------------------------------------------------- -------------------------------------------------------------
Set call completion timer to 1 sec.
----------------------------------------------------------- -------------------------------------------------------------
Start anti-fraud, disable keypad, start call timer.
----------------------------------------------------------- -------------------------------------------------------------
Request additional payment when appropriate and only
allow call to continue if full payment is made, no
grace period.
----------------------------------------------------------- -------------------------------------------------------------
Notes:
1.       This Protocol is used  when a user dials sent-paid international calls and the payphone confirms initial payment is met.
2.       For the non-billable calls, the switch passes through any system messages that may or may not be preceded by SIT.
3.       The wait times and DTMF tones in this Protocol may be changed in the future.
4.       *80 - *88 can be used as speed dial programming without affecting other type calls containing the 80-88 digits.
</TABLE>


                     Installation Conditions of the Software

The Software is intended only for use on the smart payphone controllers
developed and manufactured by QuorTech as described in Exhibit A. QuorTech will
make electronic copies of the executable software available to Licensee's
customers as directed by Licensee as part of the License fee. EPROM chip
replacements with the updated software will be made available to Licensee for
resale per Exhibit C pricing.

The software installation process will be different for the different QuorTech
product families:
     For Gemini & 5502 - The Software will be provided to Licensee's customer
         who will download it to the payphones along with their own rates,
         configuration files and the Licensee International rates files.
     For the Series-5 - The Software will be provided to Licensee's customer who
         will download it to the payphones along with their own rates and
         configuration files. The Licensee International rates files will be
         downloaded by QuorTech as follows:

o        Licensee will provide QuorTech with an electronic record of the ANI's
         to be downloaded and with the appropriate Licensee International rates
         files.

o        QuorTech will contact the target phones and verify the appropriate
         Software version is contained in the phone. o QuorTech will then
         download the target phone with the Licensee International rates file. o
         QuorTech will then enable the operation of the International rates on
         that phone.

         For the Millennium - The Software will be downloaded to the payphones
         by QuorTech along with the rates, configuration files and the Licensee
         International rates files as follows:

o        Licensee will provide QuorTech with an electronic record of the ANI's
         to be downloaded and with the appropriate Licensee International rates
         files.

o        QuorTech will contact the target phones and download the Software,
         rates, configuration files and the Licensee International rates files.

o        QuorTech will then enable the operation of the International rates on
         that phone.

For changes to the Licensee International Records / rates after the initial
download, for the Series-5 and Millennium products, QuorTech will need to
download these records. The process will be the same as above without the
Software download.

                          Delivery Term of the Software

The Software will be available at delivery term after Licensee has placed an
order for 5,000 units of the Software license for that particular product family
and payment for the order is received by QuorTech. QuorTech will demonstrate the
Software on each of its product families for Licensee as it becomes available.

          ------------------------ ---------------------- ------------------
          Product                  Delivery Term
          ------------------------ ---------------------- ------------------
          Gemini-3                        30 Days         Same product family
          ------------------------ ---------------------- ------------------
          Gemini-2                        60 Days
          ------------------------ ---------------------- ------------------
          5502                            60 Days
          ------------------------ ---------------------- ------------------
          Series-5                       180 Days
          ------------------------ ---------------------- ------------------
          Millennium 2.x                 180 Days
          ------------------------ ---------------------- ------------------
          e-Millennium                   180 Days
          ------------------------ ---------------------- ------------------


<PAGE>



                          LICENSE AGREEMENT - EXHIBIT C
                    License Fee Payment Terms and Conditions

Pricing

Price of a Software License, only one per payphone: $15.00 per payphone.

Additional Price for EPROM set of Software: $14.00 per chipset.

Additional Price for QuorTech to perform the initial download: $3.00 per
payphone per rate change.

Annual License and Support Fee: $50,000.00 per year, total for all products. **
See Note 5.

Terms and Conditions

1.   Licenses of the Software must be ordered in blocks of one thousand (1,000)
     units for a specific QuorTech product family, with the initial order for
     each product family being for five thousand (5,000) units minimum. A "unit"
     of Software is defined as one copy of the Software downloaded to a Payphone
     (ANI).
2.   Payment of the Software licenses and downloads shall be due and payable and
     made in full at the time of order and are non-refundable except under
     QuorTech's material, uncured breach of this Agreement. Payments not when
     due and payable shall bear interest at annual rate of ten percent (10%) or
     the maximum interest rate permitted by law, if less, until payment is
     received by QuorTech.
3.   Licensee shall issue a purchase order to QuorTech for each separate
     purchase.
4.   The Annual License and Support Fee is due, to be paid in full, on January
     1st for the upcoming year. This fee includes up to 100 hours of Technical
     Support for the year. Licensee will issue a purchase order for hours needed
     beyond the 100 at the rate shown below.
5.   The Annual Support and License Fee shall be waived for any year when the
     Licensee buys over $500,000 in products and services related to this
     Agreement during the preceding year. Notwithstanding the foregoing,
     purchases in excess of $600,000 in a year will carry over as credit into
     succeeding years as long as at least $250,000 is purchased during each
     year.
6.   Execution of this Agreement constitutes Licensee's initial purchase order
     for the license of five thousand (5,000) units of Software for Gemini at an
     aggregate non-refundable, except under QuorTech's material, uncured breach
     of this Agreement, license fee of $75,000 due and payable on execution of
     this Agreement.


                   Customization Payment Terms and Conditions
Pricing
Development customization effort, other than the initial Developed Versions, and
Technical Support labor rate: $120.00 per hour. Travel, if required, will
reimbursed by Licensee at actual costs submitted with receipts.

Terms and Conditions
1.       Payment for development customization and technical support shall be
         made in full at the time of order.
2.       Licensee shall issue a purchase order to QuorTech for each separate
         purchase.
3.       The Annual License and Support Fee includes up to 100 hours of
         Technical Support for the year. Licensee will issue a purchase order
         for hours needed beyond the 100 at the rate shown above.