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                           RECEIVABLES SALE AGREEMENT

                                   Dated as of

                                November 30, 1999

                                 by and between

                         STAR TELECOMMUNICATIONS, INC.,

          THE ENTITIES LISTED ON THE SIGNATURE PAGE TO THIS AGREEMENT,

          individually and collectively as Seller and Subservicer, and

                            RFC CAPITAL CORPORATION,

                                  as Purchaser

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         RECEIVABLES SALE AGREEMENT (the "Agreement"), dated as of November 30,
1999, by and between STAR TELECOMMUNICATIONS, INC. ("STAR"), THE ENTITIES LISTED
ON THE SIGNATURE PAGE TO THIS AGREEMENT ("OTHER SELLERS"), Star and the Other
Sellers, each together with its respective successors and assigns, individually
and collectively, as Seller and Subservicer, and RFC CAPITAL CORPORATION, a
Delaware corporation, as Purchaser.

                                   WITNESSETH:

         WHEREAS, the Seller desires to sell certain of its telecommunication
receivables and the Purchaser is a corporation formed for the purpose of
purchasing certain telecommunication receivables from time to time;

         WHEREAS, the Purchaser shall retain the complete right and ultimate
authority to perform certain servicing, administrative and collection functions
in respect of the receivables purchased by the Purchaser under this Agreement;

         WHEREAS, the Purchaser desires that the Subservicer be appointed to
perform certain servicing, administrative and collection functions in respect of
the Purchased Receivables; and

         WHEREAS, the Seller has been requested and is willing to act as the
Subservicer.

         NOW, THEREFORE, the parties agree as follows:

                             ARTICLE I - DEFINITIONS

         Section 1.1. CERTAIN DEFINED TERMS. The capitalized terms used in this
Agreement shall have the respective meanings set forth on Exhibit A to this
Agreement.

         Section 1.2. OTHER TERMS. All accounting terms not specifically defined
in this Agreement shall be construed in accordance with generally accepted
accounting principles. All terms defined in Article 9 of the UCC, and not
specifically defined in this Agreement, are used in this Agreement as defined in
such Article 9 of the UCC.

            ARTICLE II - PURCHASE AND SALE; ESTABLISHMENT OF ACCOUNTS

         Section 2.1. OFFER TO SELL. Seller shall offer to sell, transfer,
assign and set over to Purchaser those Eligible Receivables selected for sale by
Seller, in its sole discretion, and to be set forth on a list of such Eligible
Receivables which list shall be delivered by the Seller to the Purchaser no
later than three (3) Business Days prior to each Purchase Date; provided,
notwithstanding the foregoing, Seller agrees to offer for Purchase to the
Purchaser Eligible Receivables in an amount not less than twenty percent (20.0%)
of the Purchase Commitment during any ninety (90) day period during the term of
this Agreement.

         Section 2.2. PURCHASE OF RECEIVABLES. (a) Until the occurrence of a
Termination Date, upon receipt of the list of Eligible Receivables and offer to
sell pursuant to Section 2.1, the Purchaser, in its sole discretion, will
confirm which of the Eligible Receivables offered by Seller that the Purchaser
will Purchase. The Purchase of such Receivables shall occur upon payment of the
applicable Purchase Price, as provided at Section 2.3 of this Agreement. Upon
Purchase of the Receivables, Seller will have sold, transferred, assigned, set
over and conveyed to Purchaser, without recourse except as expressly provided
herein, all of Seller's right, title and interest in and to the Purchased
Receivables, and title to such Purchased Receivables shall have passed to
Purchaser at such time. If, in the event the Purchaser determines, in its sole
discretion, not to Purchase Eligible Receivables of like character and quality
as

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those previously purchased under this Section 2.2, and provided there has not
occurred any Event of Seller Default or material adverse change in the business
or financial condition of the Seller, the Purchaser shall provide the Seller
with notice of the same within five Business Days of Purchaser's receipt of the
Seller's list of Eligible Receivables pursuant to Section 2.1 and if, as a
result thereof, Seller elects to provide written notice to the Purchaser of its
intention to terminate this Agreement, resulting in the occurrence of a
Termination Date, then the Seller shall not be obligated to pay to the Purchaser
a Termination Fee.

         (b) The Seller shall not take any action inconsistent with such
ownership and, from and after the date of such transfer, shall not claim any
ownership in any Purchased Receivable. The Seller shall indicate in its Records
that ownership interest in any Purchased Receivable is held by the Purchaser. In
addition, the Seller shall respond to any inquiries with respect to ownership of
a Purchased Receivable by stating that it is no longer the owner of such
Purchased Receivable and that ownership of such Purchased Receivable is held by
the Purchaser. Documents relating to the Purchased Receivables shall be held in
trust by the Seller and the Subservicer, for the benefit of the Purchaser as the
owner of the Purchased Receivables, and possession of any Required Information
relating to the Purchased Receivables so retained is for the sole purpose of
facilitating the servicing of the Purchased Receivables and carrying out the
terms of this Agreement. Such retention and possession is at the will of the
Purchaser and in a custodial capacity for the benefit of the Purchaser only,
except to the extent necessary for the Seller's enforcement of its rights under
this Agreement.

         Section 2.3. PURCHASE PRICE AND PAYMENT. The Purchase Price for
Receivables purchased on any Purchase Date and paid by the Purchaser to the
Seller shall be an amount equal to the aggregate Net Values of such Purchased
Receivables and shall be paid by the Purchaser to the Seller by wire transfer on
such respective Purchase Date. The Purchase Price to be paid on such Purchase
Date shall be reduced by (a) the Program Fees as of such Purchase Date, (b) the
amount, if any, by which the Seller Credit Reserve Account (net of withdrawals
required hereunder) is less than the Specified Credit Reserve Balance as of such
Purchase Date, (c) any Rejected Receivable Amount, and (d) other amounts due the
Purchaser in accordance with this Agreement. At any time the aggregate Net Value
of all Purchased Receivables shall not exceed the Purchase Commitment.

         Section 2.4. ESTABLISHMENT OF ACCOUNTS; CONVEYANCE OF INTERESTS
THEREIN; INVESTMENTS. (a) One or more Lockbox Accounts will be established or
assigned, as the case may be, for the benefit of the Purchaser into which all
Collections from Payors with respect to Receivables shall be deposited. The
Lockbox Accounts will be maintained at the expense of the Seller. The Seller, or
the Subservicer, as the case may be, agrees to deposit all Collections it
receives with respect to Receivables in said Lockbox Accounts and will instruct
all Payors to make all payments on Receivables to said Lockbox Accounts. All
funds in said Lockbox Accounts will be remitted to the Collection Account as
instructed by the Purchaser.

         (b) The Purchaser has established and shall maintain the "Collection
Account" (the "Collection Account"), the "Purchase Account" (the "Purchase
Account") and the "Seller Credit Reserve Account" (the "Seller Credit Reserve
Account").

         (c) The Seller does hereby sell, transfer, assign, set over and convey
to the Purchaser all right, title and interest of the Seller in and to all
amounts deposited, from time to time, in the Lockbox Accounts, the Collection
Account and the Seller Credit Reserve Account. Any Collections relating to
Receivables held by the Seller or the Subservicer pending deposit to the Lockbox
Accounts as provided in this Agreement, shall be held in trust for the benefit
of the Purchaser until such amounts are deposited into the Lockbox Accounts. All
Collections in respect of Purchased Receivables received by the Seller and not
deposited directly by the Payor in the Lockbox Accounts shall be remitted to the
Lockbox Accounts on the day of receipt or the following Business Day if the day
of receipt is not a Business Day, and if such Collections are not remitted by
Seller on a timely basis, in addition to its other remedies hereunder, the
Purchaser shall be entitled to receive a late charge (which shall be in addition
to the

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Program Fee) equal to 15% per annum of such Collections or the maximum
rate legally permitted if less than such rate, calculated as of the first
Business Day of such delinquency.

         Section 2.5. GRANT OF SECURITY INTEREST. It is the intention of the
parties to this Agreement that each payment of the Purchase Price by the
Purchaser to the Seller for Purchased Receivables to be made under this
Agreement shall constitute payment of consideration for a purchase of such
Purchased Receivables and not a loan. In the event, however, that a court of
competent jurisdiction were to hold that the transaction evidenced by this
Agreement constitutes a loan and not a purchase and sale, it is the intention of
the parties that this Agreement shall constitute a security agreement under the
UCC and any other applicable law, and that the Seller shall be deemed to have
granted to the Purchaser a first priority perfected security interest in all of
the Seller's right, title and interest in, to and under the Purchased
Receivables; all payments of principal of or interest on such Purchased
Receivables; all amounts on deposit from time to time in the Lockbox Accounts,
the Collection Account and the Seller Credit Reserve Account; all other rights
relating to and payments made under this Agreement, and all proceeds of any of
the foregoing.

         Section 2.6. FURTHER ACTION EVIDENCING PURCHASES. The Seller agrees
that, from time to time, at its expense, it will promptly execute and deliver
all further instruments and documents, and take all further action, that may be
necessary or appropriate, or that the Purchaser may reasonably request, in order
to perfect, protect or more fully evidence the transfer of ownership of the
Purchased Receivables or to enable the Purchaser to exercise or enforce any of
its rights hereunder.

                      ARTICLE III - CONDITIONS OF PURCHASES

         Section 3.1. CONDITIONS PRECEDENT TO ALL PURCHASES. Each Purchase from
the Seller by the Purchaser shall be subject to the conditions precedent that as
of each Purchase Date, the satisfaction of which will be determined by the
Purchaser in good faith:

         (a) No Event of Seller Default has occurred and the Seller is in
compliance in all material respects with any representation, warranty or
covenant provided under this Agreement or any other agreement or certificate
relating to the transactions contemplated hereby;

         (b) The Seller shall have delivered to the Purchaser as of such
Purchase Date or on any previous Purchase Date a complete copy of each of the
then current Carrier Agreements, Clearinghouse Agreements and Billing and
Collection Agreements and any amendment or modification of such agreements and a
copy of each material written notice (e.g., termination, delinquent payment,
threat of suspended service, etc.) delivered by or received by either the
Carrier, Billing and Collection Agent, Clearinghouse Agent or the Seller with
respect to any Carrier Agreement, Clearinghouse Agreement and/or the Billing and
Collection Agreement;

         (c) Purchaser shall have received, in form and substance satisfactory
to Purchaser, all consents, waivers, acknowledgments, releases, terminations and
other agreements and documents from third persons which Purchaser may deem
necessary in order to permit, protect and perfect its rights, ownership or
otherwise, in the Purchased Receivables and liens upon any collateral or to
effectuate the provisions or purposes of this Agreement;

         (d) The Termination Date shall not have occurred;

         (e) The Seller shall have taken such other action, including but not
limited to the delivery of an opinion of counsel prior to the initial Purchase
Date in the form of Exhibit D hereto, or delivered such other approvals,
opinions or documents to the Purchaser, as the Purchaser may reasonably request;

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         (f) Chris Edgecomb shall continue to (i) hold at least such title and
authority as held as of the Closing Date and (ii) be a full time employee of
Seller, unless a reasonably acceptable replacement is identified and meets with
Purchaser's written approval within ninety (90) days thereafter;

         (g) The Seller shall not (i) have made any material change in the
nature of the business that Seller presently conducts or change its name or the
location of its chief executive office or the location of the office where
records are kept, (ii) merge or consolidate with any other corporation (where
the Seller will not be the surviving entity without the Purchaser's written
consent), or purchase any stock or assets of any other party, other than assets
used by Seller in the ordinary course of its business;

         (h) The Seller's Tangible Net Worth (as defined in this Section) shall
be not less than $60,000,000. "Tangible Net Worth" means the stockholders'
equity of Seller and Seller's subordinated debt, reduced by intangible assets of
Seller, amounts owing to Seller by any interested party or Seller Affiliate and
all other assets of Seller not readily convertible into money, as reasonably
determined by Purchaser.

         (i) The Seller's ratio of its current assets to its current liabilities
shall be not less than 0.45 to 1.0; provided, however, that in the event all or
substantially all of the assets or capital stock of any individual Seller hereto
is sold, transferred, assigned or conveyed to any third party, such ration shall
be not less than 1.0 to 1.0;

         (j) Other than the $80,000,000 capital expenditure related to the
Indefeasible Right to Use Agreement by and between Qwest Communications
Corporation and Helvey Com, Inc. dated September 15, 1998, and the $40,000,000
capital expenditure related to Seller's participation in China-U.S. Cable
Network, LLC, the Seller shall not have made capital expenditures of any kind or
nature, including leases of property which are required to be capitalized on
Seller's balance sheet, in an aggregate amount in excess of $120,000,000 during
the period commending as of the Closing Date and ending on two year anniversary
of such Closing Date;

         (k) the Seller's ratio of Net Value to monthly Collections shall not be
greater than 1.5 to 1.0 with respect to Receivables purchased hereunder which
are not International Receivables;

         (l) the Seller's ratio of Net Value to monthly Collections shall not be
greater than 1.0 to 1.0 with respect to Receivables purchased hereunder which
are International Receivables;

         (m) the outstanding Net Value of International Receivables purchased
pursuant to this Agreement at any time shall not exceed ten percent (10.0%) of
the Net Value of all Receivables purchased pursuant to this Agreement;

         (n) the Purchaser shall have successfully syndicated or participated
out a not less than $55,000,000 of the Purchase Commitment as determined by the
Purchaser in its sole and exclusive discretion;

         (o) the Purchaser shall have determined, in good faith, that it has
received any and all consents, documents, items or agreements reasonably
necessary and in a form acceptable to the Purchaser which pertain to any
International Receivables or the Purchaser's contemplated purchase thereof;

         (p) the Seller shall (i) timely file all tax returns which Seller is
required by law to file or has obtained valid extensions therefor and all taxes
and other sums owing by Seller to any governmental authority have been fully
paid, (ii) maintain adequate reserves to pay such tax liabilities as they
accrue, (iii) delivered to Purchaser satisfactory evidence that Seller is in
good standing and material compliance with any and all relevant taxing,
administrative, regulatory and/or Governmental Authorities; and

         (q) As of the initial Purchase Date, the Purchaser shall have received
background checks on certain of Seller's shareholders, directors, officers or
manages, the results of which shall be satisfactory to the Purchaser in its sole
discretion.

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      ARTICLE IV - REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER

         Section 4.1. REPRESENTATIONS, WARRANTIES AND COVENANTS AS TO THE
SELLER. The Seller represents and warrants to the Purchaser, as of the date of
this Agreement and as of each subsequent Purchase Date, as follows:

         (a) The Seller is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation and is duly qualified
to do business and is in good standing in each jurisdiction in which it is doing
business, except where the failure to be so qualified would not result in a
material adverse effect on the Seller or its business or financial condition,
and has the power and authority to own and convey all of its properties and
assets and to execute and deliver this Agreement and the Related Documents and
to perform the transactions contemplated thereby; and each is the legal, valid
and binding obligation of the Seller enforceable against the Seller in
accordance with its terms;

         (b) The execution, delivery and performance by the Seller of this
Agreement and the Related Documents and the transactions contemplated thereby
(i) have been duly authorized by all necessary corporate or other action on the
part of the Seller, (ii) do not contravene or cause the Seller to be in default
under (A) any contractual restriction contained in any loan or other agreement
or instrument binding on or affecting the Seller or its property; or (B) any
law, rule, regulation, order, writ, judgment, award, injunction, or decree
applicable to, binding on or affecting the Seller or its property and (iii) does
not result in or require the creation of any Adverse Claim upon or with respect
to any of the property of the Seller (other than in favor of the Purchaser as
contemplated hereunder);

         (c) There is no court order, judgment, writ, pending or threatened
action, suit or proceeding, of a material nature against or affecting the
Seller, its officers or directors, or the property of the Seller, in any court
or tribunal, or before any arbitrator of any kind or before or by any
Governmental Authority (i) asserting the invalidity of this Agreement or any of
the Related Documents, (ii) seeking to prevent the sale and assignment of any
Receivable or the consummation of any of the transactions contemplated thereby,
(iii) seeking any determination or ruling that might materially and adversely
affect the Seller, this Agreement, the Related Documents, the Receivables, the
Contracts or any LOA, or (iv) asserting a claim for payment of money in excess
of $100,000;

         (d) The primary business of the Seller is the provision of
telecommunication services and/or equipment. All license numbers issued to the
Seller by any Governmental Authority are set forth on Schedule 1 and the Seller
has complied in all material respects with all applicable laws, rules,
regulations, orders and related Contracts and all restrictions contained in any
agreement or instrument binding on or affecting the Seller, and has and
maintains all permits, licenses, certifications, authorizations, registrations,
approvals and consents of Governmental Authorities or any other party necessary
for the business of the Seller and each of its Subsidiaries;

         (e) The Seller (i) has filed on a timely basis all tax returns
(federal, state, and local) required to be filed and has paid or made adequate
provisions for the payment of all taxes, assessments, and other governmental
charges due from the Seller; (ii) the financial statements of the Seller, copies
of which have been furnished to the Purchaser, fairly present the financial
condition of the Seller, all in accordance with generally accepted accounting
principles(1) consistently applied except as noted in footnotes thereto; (iii)
since September 30, 1999, there has been no material adverse change in any such
condition, business or operations; and (iv) the Seller has delivered to the
Purchaser (a) within 45 days after the end of each subsequent three-month period
the financial statements, including balance sheet and income statement prepared
in accordance with generally accepted accounting principles, of the Seller as of
the end of such


------------------------
       (1)References herein to the preparation of financial statements in
accordance with GAAP shall be deemed, in the case of unaudited financial
statements, to refer to GAAP, subject to the absence of notes and to normal
year-end audit adjustments.

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three-month period, certified by an officer of the Seller and accompanied by a
management narrative summarizing circumstances and issues underlying such
financial statements and facing the Seller going forward and (b) within 90 days
after the end of the fiscal year of the Seller the financial statements,
including balance sheet and income statement prepared by Arthur Andersen, LLP,
or such other accounting firm of national repute;

         (f) All written or printed information furnished by or on behalf of the
Seller to the Purchaser in connection with this Agreement is true and complete
in all material respects and does not omit to state a material fact and the
sales of Purchased Receivables under this Agreement are made by the Seller in
good faith and without intent to hinder, delay or defraud present or future
creditors of the Seller;

         (g) The Lockbox Accounts is the only Lockbox Accounts to which Payors
have been or will be instructed to direct Receivable proceeds and each Payor of
an Eligible Receivable has been directed upon its receipt of the notice attached
hereto as Exhibit B, which such notice was mailed or provided to such Payors
prior to the initial Purchase Date, to remit all payments with respect to such
Receivable for deposit in the Lockbox Accounts;

         (h) The principal place of business and chief executive office of each
respective Seller are located at the address of such Seller set forth under its
signature below and there are not now, and during the past four months there
have not been, any other locations where such Seller is located (as that term is
used in the UCC) or keeps Records except as set forth in the designated space
beneath its signature line in this Agreement and at such office locations set
forth on the attached Schedule 4.1(h);

         (i) The legal name of the Seller is as set forth at the beginning of
this Agreement and the Seller has not changed its legal name in the last six
years, and during such period, the Seller did not use, nor does the Seller now
use any tradenames, fictitious names, assumed names or "doing business as" names
other than those appearing on the signature page of this Agreement;

         (j) The Seller has not done anything to impede or interfere with the
collection by the Purchaser of the Purchased Receivables and has not amended,
waived or otherwise permitted or agreed to any deviation from the terms or
conditions of any Purchased Receivable or any related Carrier Agreement,
Clearinghouse Agreement, Billing and Collection Agreement, Contract or LOA so as
to (i) create an Adverse Claim with respect to any Receivable or (ii) materially
affect the ability of Subservicer or the Purchaser to act in its capacity as
such; and has not allowed any invoice due and owing by the Seller relating to
any Carrier Agreement, Clearinghouse Agreement or Billing and Collection
Agreement to become any more than thirty (30) days past due;

         (k) For federal income tax reporting and accounting purposes, the
Seller will treat the sale of each Purchased Receivable pursuant to this
Agreement as a sale of, or absolute assignment of its full right, title and
ownership interest in such Purchased Receivable to the Purchaser;

         (l) All computer software, equipment and/or related systems that either
relate to the Purchased Receivables, include imbedded date sensitive software or
are utilized by Seller in connection with and are material to the operation of
its business are "Year 2000 Compliant." For purposes hereof, "Year 2000
Compliant" shall mean that the applicable computer software will (a) function
properly and without material interruption before, during, and immediately after
January 1, 2000; (b) accurately process date and time data (including
calculating, comparing, and sequencing) between the twentieth and twenty-first
centuries and between the years 1999 and 2000; (c) will respond to two-digit
year input in a way that resolves ambiguity as to century in a defined and
predetermined manner; and (d) will store and provide output of date information
in ways that are unambiguous as to century.

         (m) The assets of the Seller, collectively, represent substantially all
of the assets associated with Star Telecommunications, Inc., its Affiliates or
any entity related thereto.

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         Section 4.2. REPRESENTATIONS AND WARRANTIES OF THE SELLER AS TO
PURCHASED RECEIVABLES. With respect to each Purchased Receivable sold pursuant
to this Agreement the Seller represents and warrants, as of the date hereof and
as of each subsequent Purchase Date, as follows:

         (a) Such Purchased Receivable (i) includes all the Required
Information; (ii) is the obligation of an Eligible Payor, provided, that, unless
the Purchaser otherwise agrees in writing, the obligation of each respective
Payor to the Seller does not comprise more than five percent (5.0%) of the Net
Value of all Purchased Receivables or more than $200,000 except for those
Receivables to be purchased from entities listed on Schedule 3 (which, to the
extent a Receivable is purchased by the Purchaser, the Purchaser shall be deemed
to have provided its written consent to the Seller); (iii) was created by the
provision or sale of telecommunication services or equipment by the Seller in
the ordinary course of its business; (iv) has a Purchase Date no later than 90
days from its Billing Date; (v) is not a Purchased Receivable which with respect
to which, as of any Determination Date, payment by the Payor of such Receivable
has been received and is not duplicative of any other Receivable; and (vi) is
owned by the Seller free and clear of any Adverse Claim, and the Seller has the
right to sell, assign and transfer the same and interests therein as
contemplated under this Agreement and no consent other than those secured and
delivered to the Purchaser on or prior to the Closing Date from any Governmental
Authority, the Payor, a Carrier, the Billing and Collection Agent, the
Clearinghouse Agent or any other Person shall be required to effect the sale of
any such Purchased Receivable;

         (b) The Billed Amount of such Purchased Receivable is payable in United
States Dollars and the Eligible Receivable Amount with respect thereto, unless
the Purchaser and Seller otherwise agree in writing, is not in excess of
$200,000 with respect to any one individual Payor of any Payor Class other than
an Eligible Receivable payable under a Billing and Collection Agreement as set
forth on the attached Schedule 3, and is net of any adjustments or other
modifications contemplated by any Carrier Agreement, Clearinghouse Agreement,
Billing and Collection Agreement or otherwise and neither the Receivable nor the
related Carrier Agreement, Clearinghouse Agreement, Billing and Collection
Agreement or Contract has been compromised, adjusted, extended, satisfied,
subordinated, rescinded, set-off or modified by the Seller, the Payor, the
Carrier, the Clearinghouse Agent or the Billing and Collection Agent, and is not
subject to compromise, adjustment, termination or modification, whether arising
out of transactions concerning the Contract, any Carrier Agreement,
Clearinghouse Agreement, Billing and Collection Agreement or otherwise; and

         (c) There are no procedures or investigations pending or threatened
before any Governmental Authority (i) asserting the invalidity of such
Receivable, Carrier Agreement, Clearinghouse Agreement, Billing and Collection
Agreement, LOA or such Contract, (ii) asserting the bankruptcy or insolvency of
the related Payor, (iii) seeking the payment of such Receivable or payment and
performance of the related Carrier Agreement, Clearinghouse Agreement, Billing
and Collection Agreement, or such other Contract or LOA, or (iv) seeking any
determination or ruling that might materially and adversely affect the validity
or enforceability of such Receivable or the related Carrier Agreement,
Clearinghouse Agreement, Billing and Collection Agreement, or such other
Contract or LOA.

         Section 4.3. NEGATIVE COVENANTS OF THE SELLER. The Seller shall not,
without the written consent of the Purchaser, which such consent shall not be
unreasonably withheld:

         (a) Sell, assign or otherwise dispose of, or create or suffer to exist
any Adverse Claim or lien upon its capital stock, any Receivable and related
Contracts, its Customer Base, the Lockbox Accounts, the Collection Account, or
any other account in which any Collections of any Receivable are deposited, or
assign any right to receive income in respect of any Receivable;

         (b) Submit or permit to be submitted to Payors any invoice for
telecommunication services or equipment rendered by or on behalf of Seller which
contains a "pay to" address other than the Lockbox Accounts;

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         (c) Make any change to (i) the location of its chief executive office
or the location of the office where Records are kept or (ii) its corporate name
or use any tradenames, fictitious names, assumed names or "doing business as"
names;

         (d) Enter into or execute any Clearinghouse Agreement or Billing and
Collection Agreement (other than those listed on Schedule 3 hereof) or any
amendment or modification thereof; or

         (e) In the event Seller has failed to timely pay any amounts due and
owing Purchaser hereunder and the expiration of any applicable cure period,
other than as relates to Collections in respect of Purchased Receivables, the
Seller shall not pay to or compensate any of the following executive officers:
Chris Edgecomb, Mary Casey, Vaughn Crumley, Jim Colsund or Kelly Enos, or any
member of such person's family, any additional compensation in the form of a
bonus, stock options or other similar incentive compensation, and shall suspend
any then existing bonus and incentive compensation payment structure, until such
time as all amounts then due and owing Purchaser have been satisfied.

         Section 4.4. REPURCHASE OBLIGATIONS. Upon discovery by any party to
this Agreement of a breach of any representation or warranty in Sections 4.1 or
4.2 of this Article IV which materially and adversely affects the value of a
Purchased Receivable or the interests of the Purchaser therein (herein a
"Rejected Receivable"), the party discovering such breach shall give prompt
written notice to the other parties to this Agreement. Thereafter, on the next
Purchase Date, the Net Value of the Rejected Receivables shall be deducted from
the amount otherwise payable to the Seller pursuant to Section 2.3 and deposited
in the Collection Account in satisfaction of the Rejected Receivable Amount and,
provided the full Net Value of such Rejected Receivables is deposited in the
Collection Account, such Rejected Receivables shall then be considered to have
been repurchased by the Seller. In the event that the full Net Value of such
Rejected Receivables is not deposited in the Collection Account pursuant to the
foregoing sentence, the Purchaser shall deduct any such deficiency from the
Excess Collection Amount or make demand upon the Seller to pay any such
deficiency to the Purchaser for deposit to the Collection Account. Upon full
payment of the amounts set forth above to the Collection Account, the Seller
will be deemed to have repurchased such Rejected Receivable.

                       ARTICLE V - ACCOUNTS ADMINISTRATION

         Section 5.1. COLLECTION ACCOUNT. The Purchaser acknowledges that
certain amounts deposited in the Collection Account may relate to Receivables
other than Purchased Receivables and that such amounts continue to be owned by
the Seller. All such amounts shall be administered in accordance with Section
5.3.

         Section 5.2. DETERMINATIONS OF THE PURCHASER. On each Determination
Date, the Purchaser will determine, in good faith, the following:

         (a) the Net Value of all Purchased Receivables which have become
Rejected Receivables since the prior Purchase Date and which have not been
repurchased or offset in the manner set forth in Section 4.4 (the "Rejected
Receivable Amount");

         (b) the amount of Collections up to the Purchase Price of all Purchased
Receivables received since the prior Determination Date (the "Paid Receivables
Amount");

         (c) the Net Value of all Purchased Receivables which have become
Defaulted Receivables since the prior Purchase Date (the "Defaulted Receivable
Amount" or "Credit Deficiency");

         (d) the aggregate amount deposited in the Collection Account in excess
of the Purchase Price of each Purchased Receivable, including Collections
pertaining to Receivables not purchased under this Agreement, since the prior
Determination Date (the "Excess Collection Amount");

                                       7

<PAGE>

         (e) the Net Value of all Purchased Receivables less the Rejected
Receivable Amount and the Defaulted Receivable Amount as of the current
Determination Date; and

         (f) the amount of any accrued and unpaid Program Fee.

         The Purchaser's determinations of the foregoing amounts shall be made
in good faith and shall be deemed conclusive in the absence of manifest error.
The Purchaser shall notify the Seller of such good faith determinations.

         Section 5.3. DISTRIBUTIONS FROM ACCOUNTS. (a) On each Determination
Date, following the determinations set forth in Section 5.2, the Purchaser will
make the following withdrawals and deposits:

                  (i) withdraw the Paid Receivables Amount and the Rejected
Receivable Amount plus any outstanding Rejected Receivable Amount applicable to
any prior period, to the extent such Rejected Receivable Amount is not paid to
the Purchaser as a reduction in Purchase Price to be paid to the Seller, from
the Collection Account and deposit such amount in the Purchase Account;

                  (ii) withdraw the Defaulted Receivable Amount from the Seller
Credit Reserve Account and deposit such amount in the Purchase Account;

                  (iii) withdraw the Excess Collection Amount from the
Collection Account and deposit such amount in the Seller Credit Reserve Account
to the extent that the Seller Credit Reserve Account is less than the Specified
Credit Reserve Balance; and

                  (iv) withdraw the balance of the Excess Collection Amount from
the Collection Account and, subject to any offset required under Section 5.3(b)
of this Agreement, remit such amount by wire transfer to an account designated
by the Seller; PROVIDED, HOWEVER, with respect to Receivables processed or
cleared pursuant to any Carrier Agreement, Clearinghouse Agreement or Billing
and Collection Agreement, if applicable, any Excess Collection Amount shall be
retained by the Purchaser in the Collection Account until such time that the
Seller's billing cycle (or batch) to which such Excess Collection Amount applies
is deemed closed by the Purchaser which, absent the occurrence of an Event of
Seller Default and provided that the Purchaser has received information in
sufficient form and format to allow the Purchaser to properly apply and/or post
Collections against Purchased Receivables, will occur no later than the next
immediate Purchase Date following such determination.

         (b) The full amount of the Purchase Price before any offsets shall be
withdrawn from the Purchase Account and paid and administered as follows: (i)
the Program Fee due and owing as of each respective Purchase Date shall be paid
to the Purchaser, (ii) the amount, if any, by which the Seller Credit Reserve
Account is less than the Specified Credit Reserve Balance as of such respective
Purchase Date shall be deposited in the Seller Credit Reserve Account, (iii) the
amount, if any, due and owing the Purchaser pursuant to Section 9.4 of this
Agreement shall be paid to the Purchaser, and (iv) any remaining amount shall be
paid to the Seller in accordance with Section 2.3 of this Agreement.

         (c) Until the Termination Date, with commercially reasonable best
efforts on each Purchase Date or in any event within two Business Days of each
Purchase Date, the Purchaser shall withdraw all amounts deposited hereunder (net
of withdrawals required hereunder) from the Seller Credit Reserve Account which
are in excess of the Specified Credit Reserve Balance and shall pay to the
Purchaser all amounts due and owing the Purchaser in accordance with Sections
2.3, 4.4, 5.3, 8.1, 9.4 and any applicable Termination Fee, and pay the balance,
if any, by wire transfer to an account designated by the Seller.

         Section 5.4. ALLOCATION OF MONEYS FOLLOWING TERMINATION DATE. (a) Upon
the occurrence of a Termination Date hereunder, the Purchaser shall administer
and monitor the Lockbox Accounts and any

                                       8

<PAGE>

and all Collections and apply the amount of such Collections to the outstanding
Net Value of Purchased Receivables. Following the Termination Date and the
Purchaser's receipt of the Termination Fee, if applicable, from the Seller,
the Purchaser shall, to the extent funds deposited hereunder (net of withdrawals
required hereunder) are sufficient, withdraw an amount equal to the Program
Fee from the Seller Credit Reserve Account on each Purchase Date and deposit
it in the Purchase Account. To the extent that such funds do not equal the
Program Fee, the Seller shall deposit in the Purchase Account the balance of
the Program Fee within five Business Days following demand therefor. To the
extent any Purchased Receivable becomes a Defaulted Receivable, the Purchaser
may withdraw an amount equal to such Defaulted Receivable Amount from the
Seller Credit Reserve Account and deposit such amount in the Collection
Account, PROVIDED, HOWEVER, that such recourse is expressly limited to the
monies which comprise the Seller Credit Reserve Account at the time of the
Termination Date which shall not at any time exceed the Specified Credit
Reserve Balance. Thereafter, any Excess Collection Amount may not be used for
deposit to the Seller Credit Reserve Account and shall be otherwise administered
in accordance with this Agreement.

         (b) In any event, following the Termination Date and the Purchaser's
receipt of the Termination Fee, if any, the Seller may, at its option,
repurchase all previously Purchased Receivables which have not been fully paid
by the respective Payors thereof by depositing with the Purchaser the then
aggregate Net Value of such Purchased Receivables. Following such payment and
any other amount due and owing the Purchaser under this Agreement, this
Agreement shall be deemed terminated.

         (c) On the first Determination Date on which the aggregate Net Value of
all Purchased Receivables (other than Defaulted Receivables) (i) is less than
10% of the aggregate Net Value of Purchased Receivables (other than Defaulted
Receivables) on the Termination Date and (ii) is less than the aggregate amount
remaining in the Seller Credit Reserve Account, the Purchaser shall withdraw an
amount equal to such aggregate Net Value from such accounts and deposit it in
the Purchase Account. Thereupon the Purchaser shall disburse all remaining
amounts held in the Seller Credit Reserve Account to the Seller and all
interests of the Purchaser in all Purchased Receivables owned by the Purchaser
shall be reconveyed by the Purchaser to the Seller. Following such disbursement
and reconveyance, this Agreement shall be deemed terminated.

                   ARTICLE VI - APPOINTMENT OF THE SUBSERVICER

         Section 6.1. APPOINTMENT OF THE SUBSERVICER. Subject to Section 6.5, as
consideration for the Seller's receipt of that portion of the Excess Collection
Amount relating to Purchased Receivables, the Purchaser hereby appoint the
Seller and the Seller hereby accepts such appointment to act as Subservicer
under this Agreement. The Subservicer may, with the prior consent of the
Purchaser, which consent shall not be unreasonably withheld, subcontract with a
subservicer for billing, collection, servicing or administration of the
Receivables. Any termination or resignation of the Subservicer under this
Agreement shall not affect any claims that the Purchaser may have against the
Subservicer for events or actions taken or not taken by the Subservicer arising
prior to any such termination or resignation.

         Section 6.2. DUTIES AND OBLIGATIONS OF THE SUBSERVICER. (a) The
Subservicer shall service the Purchased Receivables and enforce the Purchaser's
respective rights and interests in and under each Purchased Receivable and each
related Contract or LOA; and shall take, or cause to be taken, all such actions
as may be necessary or advisable to service, administer and collect each
Purchased Receivable all in accordance with (i) customary and prudent servicing
procedures for telecommunication receivables of a similar type, and (ii) all
applicable laws, rules and regulations; and shall serve in such capacity until
the termination of its responsibilities pursuant to Section 6.4 or 7. 1. The
Subservicer shall at any time permit the Purchaser or any of its representatives
to visit the offices of the Subservicer and examine and make copies of all
Servicing Records;

                                       9

<PAGE>

         (b) The Subservicer shall notify the Purchaser of any action, suit,
proceeding, dispute, offset, deduction, defense or counterclaim that is or may
be asserted by any Person with respect to any Purchased Receivable.

         (c) The Purchaser shall not have any obligation or liability with
respect to any Purchased Receivables which may arise out of a related Contract,
nor shall it be obligated to perform any of the obligations of the Subservicer
hereunder.

         Section 6.3. SUBSERVICING EXPENSES. The Subservicer shall be required
to pay for all expenses incurred by the Subservicer in connection with its
activities hereunder (including any payments to accountants, counsel or any
other Person) and shall not be entitled to any payment or reimbursement
therefor.

         Section 6.4. SUBSERVICER NOT TO RESIGN. The Subservicer shall not
resign from the duties and responsibilities hereunder except upon determination
that (a) the performance of its duties hereunder has become impermissible under
applicable law and (b) there is no reasonable action which the Subservicer could
take to make the performance of its duties hereunder permissible under
applicable law evidenced as to clause (a) above by an opinion of counsel to such
effect delivered to the Purchaser.

         Section 6.5. AUTHORIZATION OF THE PURCHASER. The Seller hereby
acknowledges that the Purchaser (including any of its successors or assigns),
shall retain the authority to take any and all reasonable steps in its name and
on its behalf necessary or desirable in the determination of the Purchaser to
collect all amounts due under any and all Purchased Receivables, process all
Collections, commence proceedings with respect to enforcing payment of such
Purchased Receivables and the related Contracts, and adjusting, settling or
compromising the account or payment thereof. The Seller shall furnish the
Purchaser (and any successors thereto) with any powers of attorney and other
documents necessary or appropriate to enable the Purchaser to carry out its
servicing and administrative duties under this Agreement, and shall cooperate
with the Purchaser to the fullest extent in order to facilitate the
collectibility of the Purchased Receivables.

                     ARTICLE VII - EVENTS OF SELLER DEFAULT

         Section 7.1. EVENTS OF SELLER DEFAULT. If any of the following events
(each, an "Event of Seller Default") shall occur and be continuing:

         (a) The Seller (either as Seller or Subservicer) shall materially fail
to perform or observe any term, covenant or agreement contained in this
Agreement for a period of ten days after delivery of notice from the Purchaser,
or such longer period as may be required to enable such failure to be cured so
long as the Seller commences the cure of such failure and notifies the Purchaser
of such commencement within such ten day period and thereafter continues without
interruption diligently to prosecute such cure to completion; provided, however,
that if such failure (i) consists of or involves any diversion of funds in
violation of this Agreement, (ii) poses an imminent threat of suspension or
termination of services pursuant to any Carrier Agreement, or (iii) poses an
imminent threat to the validity, effectiveness or priority of any of the
Purchaser's ownership or security interests created pursuant to this Agreement,
then, and in any of the circumstances specified in the immediately preceding
clauses (i), (ii) and/or (iii), the period within which such failure may be
cured shall be limited to three business days following Seller's actual or
constructive knowledge of same;

         (b) The Seller or any Affiliate defaults: (i) whether as primary or
secondary obligor, in the payment of any principal or interest on any obligation
for borrowed money beyond any applicable grace period or, if such obligation is
payable on demand, fails to pay such obligation upon demand; or (ii) in the
observance of any covenant, term or condition contained in any agreement, if the
effect of such default is

                                       10

<PAGE>

to cause, or to permit any other party to such obligation to cause, all or
part of such obligation to become due before its stated maturity;

         (c) An Insolvency Event shall have occurred and which has not been
cured within thirty (30) days of such Insolvency Event;

         (d) There is a material breach of any of the representations and
warranties of the Seller as stated in Sections 4.1 or 4.2 that has remained
uncured for a period of 30 days, or, as such breach may pertain to a Purchased
Receivable, has not been cured pursuant to Section 4.4;

         (e) Any Governmental Authority shall file notice of a lien with regard
to any of the assets of the Seller or with regard to the Seller which remains
undischarged for a period of 30 days;

         (f) As of the first day of any month, the aggregate Net Value of
Purchased Receivables which became Defaulted Receivables or Rejected Receivables
during the prior three month period shall exceed 10.0% of the Net Value of all
Purchased Receivables then owned by the Purchaser at the end of each of such
three months;

         (g) This Agreement shall for any reason cease to evidence the transfer
to the Purchaser (or its assignees or transferees) of the legal and equitable
title to, and ownership of, the Purchased Receivables;

         (h) The termination of any Clearinghouse Agreement, if applicable,
and/or any Carrier Agreement or Billing and Collection Agreement for any reason
whatsoever absent the consummation of a substitute Clearinghouse Agreement,
Carrier Agreement and/or Billing and Collections Agreement, as the case may be,
within ten Business Days of the termination thereof, and/or, any invoice due and
owing by the Seller relating to any Carrier Agreement, Clearinghouse Agreement
or Billing and Collection Agreement has become more than thirty days past due;
or

         (i) The amount deposited hereunder (net of withdrawals required
hereunder) in the Seller Credit Reserve Account has remained at less than the
Specified Credit Reserve Balance for fourteen consecutive days;

then and in any such event, the Purchaser may, by notice to the Seller declare
that an Event of Seller Default shall have occurred and, the Termination Date
shall forthwith occur, without demand, protest or further notice of any kind,
and the Purchaser shall make no further Purchases from the Seller. The
Purchaser, in addition to all other rights and remedies under this Agreement,
all other rights and remedies provided under the UCC and other applicable law,
which rights shall be cumulative.

              ARTICLE VIII - INDEMNIFICATION AND SECURITY INTEREST

         Section 8.1. INDEMNITIES BY THE SELLER. (a) Without limiting any other
rights that the Purchaser or any director, officer, employee or agent of the
Purchaser (each an "Indemnified Party") may have under this Agreement or under
applicable law, the Seller hereby agrees to indemnify each Indemnified Party
from and against any and all claims, losses, liabilities, obligations, damages,
penalties, actions, judgments, suits, and related costs and expenses of any
nature whatsoever, including reasonable attorneys' fees and disbursements (all
of the foregoing being collectively referred to as "Indemnified Amounts") which
may be imposed on, incurred by or asserted against an Indemnified Party in any
way arising out of or relating to this Agreement or the ownership of the
Purchased Receivables or in respect of any Receivable or any Contract,
excluding, however, Indemnified Amounts to the extent resulting from gross
negligence or willful misconduct on the part of any Indemnified Party.

         (b) Any Indemnified Amounts subject to the indemnification provisions
of this Section shall be paid to the Indemnified Party within five Business Days
following demand therefor, together with


                                       11

<PAGE>

interest at the lesser of 10% per annum or the highest rate permitted by law
from the date of demand for such Indemnified Amount.

         Section 8.2 SECURITY INTEREST. The Seller hereby grants to the
Purchaser a first priority perfected security interest in the Seller's Customer
Base, including but not limited to, all past, present and future customer
contracts, lists, agreements, LOA's or arrangements relating thereto; all of the
Seller's right, title and interest in, to and under all of the Seller's
Receivables not sold to the Purchaser hereunder, including all rights to
payments under any related Contracts, contract rights, instruments, documents,
chattel paper, general intangibles, LOA's or other agreements with all Payors
and all the Collections, Records and proceeds thereof; any other obligations or
rights of Seller to receive any payments in money or kind; all cash or non-cash
proceeds of the foregoing; all of the right, title and interest of the Seller in
and with respect to the goods, services or other property which gave rise to or
which secure any of the foregoing as security for the timely payment and
performance of any and all obligations the Seller or the Subservicer may owe the
Purchaser under Sections 2.3, 4.4, 5.3, 8.1, 9.4 and any applicable Termination
Fee and Purchase Commitment Fees, but excluding recourse for unpaid Purchased
Receivables. This Section 8.2 shall constitute a security agreement under the
UCC and any other applicable law and the Purchaser shall have the rights and
remedies of a secured party thereunder. Such security interest shall be further
evidenced by Seller's execution of appropriate UCC-1 financing statements
prepared by and acceptable to the Purchaser, and such other further assurances
that may be reasonably requested by the Purchaser from time to time.

         Section 8.3. FURTHER ASSURANCES. Seller covenants to execute such other
assignments, security agreements, financing statements, and other documents that
Purchaser may reasonably deem necessary to further evidence the obligations
provided for herein or under this Agreement, or to perfect, extend, or clarify
Purchaser's rights in the Purchased Receivables, including but not limited to
International Receivables, or under this Agreement.

                           ARTICLE IX - MISCELLANEOUS

         Section 9.1. NOTICES, ETC. All notices, shall be in writing and mailed
or telecommunicated, or delivered as to each party hereto, at its address set
forth under its name on the signature pages hereof or at such other address as
shall be designated by such party in a written notice to the other parties
hereto. All such notices and communications shall not be effective until
received by the party to whom such notice or communication is addressed.

         Section 9.2. REMEDIES. No failure or delay on the part of the Purchaser
to exercise any right hereunder shall operate as a waiver or partial waiver
thereof. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

         Section 9.3. BINDING EFFECT; ASSIGNABILITY. This Agreement shall be
binding upon and inure to the benefit of the Seller, the Subservicer, the
Purchaser and their respective successors and permitted assigns. Neither the
Seller nor the Subservicer may assign any of their rights and obligations
hereunder or any interest herein without the prior written consent of the
Purchaser. Purchaser shall have the right, from time to time, without notice to
Seller, to sell, assign or otherwise transfer its interest in this Agreement and
the Purchased Receivables, either in whole or in part, to any other party or
enter into participation arrangements with any other party. Seller authorizes
Purchaser to deliver to potential assignees or participants Seller's financial
information and all other information delivered to Purchaser pursuant to the
terms of this Agreement so long as the potential transferee agrees in writing to
comply with the confidentiality provision of this Agreement. This Agreement
shall create and constitute the continuing obligations of the parties hereto in
accordance with its terms, and shall remain in full force and effect until its
termination; PROVIDED, that the rights and remedies with respect to any breach
of any representation and warranty made by the Seller pursuant to Article IV and
the indemnification and payment provisions of Article VIII shall be continuing
and shall survive any termination of this Agreement.

                                       12

<PAGE>

         Section 9.4. COSTS, EXPENSES AND TAXES. (a) In addition to the rights
of indemnification under Article VIII, the Seller agrees to pay upon demand, all
reasonable costs and expenses in connection with this Agreement and the other
documents to be delivered hereunder, including, without limitation: (i) the
periodic auditing of the Seller and the modification or amendment of this
Agreement; (ii) the reasonable fees and out-of-pocket expenses of counsel for
the Purchaser with respect to (A) advising the Purchaser as to its rights and
remedies under this Agreement or (B) the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Agreement or the other
documents to be delivered hereunder; (iii) any and all accrued Program Fee and
amounts related thereto not yet paid to the Purchaser; (iv) any and all Purchase
Commitment Fees and amounts related thereto not yet paid to the Purchaser; and
(v) any and all stamp, sales, excise and other taxes and fees payable or
determined to be payable in connection with the execution, delivery, filing or
recording of this Agreement or the other agreements and documents to be
delivered hereunder, and agrees to indemnify and save each Indemnified Party
from and against any and all liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes and fees.

         (b) If the Seller or the Subservicer fails to pay any Lockbox Accounts
fees or other charges or debits related to such accounts, or to pay or perform
any agreement or obligation contained under this Agreement, the Purchaser may
pay or perform, or cause payment or performance of, such agreement or
obligation, and the expenses of the Purchaser incurred in connection therewith
shall be payable by the party which has failed to so perform.

         Section 9.5. AMENDMENTS; WAIVERS; CONSENTS. No modification, amendment
or waiver of, or with respect to, any provision of this Agreement or the Related
Documents, shall be effective unless it shall be in writing and signed by each
of the parties hereto. This Agreement, the Related Documents and the documents
referred to therein embody the entire agreement among the Seller, the
Subservicer and the Purchaser, and supersede all prior agreements and
understandings relating to the subject hereof, whether written or oral.

         Section 9.6. GOVERNING LAW; CONSENT TO JURISDICTION. (a) THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS
OPPOSED TO CONFLICT OF LAWS PROVISIONS) OF THE STATE OF OHIO, EXCEPT TO THE
EXTENT THAT THE VALIDITY OR PERFECTION OF THE INTERESTS OF THE PURCHASER IN THE
PURCHASED RECEIVABLES OR REMEDIES HEREUNDER OR THEREUNDER, IN RESPECT THEREOF,
ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF OHIO.

         (b) THE SELLER AND THE SUBSERVICER HEREBY SUBMIT TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF OHIO AND THE UNITED STATES
DISTRICT COURT LOCATED IN THE SOUTHERN DISTRICT OF OHIO, AND EACH WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE ADDRESS SET
FORTH ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE
COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S.
MAILS, POSTAGE PREPAID. THE SELLER AND THE SUBSERVICER EACH HEREBY WAIVES ANY
OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY
ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS
SECTION SHALL AFFECT THE RIGHT OF THE PURCHASER TO SERVE LEGAL PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE PURCHASER TO BRING
ANY ACTION OR PROCEEDING AGAINST THE SELLER OR ITS PROPERTY, OR THE
SUBSERVICER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION. THE
SELLER AND THE SUBSERVICER EACH HEREBY AGREE THAT THE EXCLUSIVE AND
APPROPRIATE FORUMS FOR ANY DISPUTE HEREUNDER ARE

                                       13

<PAGE>

THE COURTS OF THE STATE OF OHIO AND THE UNITED STATES DISTRICT COURT LOCATED
IN THE SOUTHERN DISTRICT OF OHIO AND AGREE NOT TO INSTITUTE ANY ACTION IN ANY
OTHER FORUM.

         Section 9.7. EXECUTION IN COUNTERPARTS; SEVERABILITY. This Agreement
may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together shall
constitute one and the same agreement. In case any provision in or obligation
under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

         Section 9.8. CONFIDENTIALITY. The Purchaser and Seller understand and
agree to keep confidential, and shall cause its respective directors, officers,
shareholders, employees, agents, and attorneys to keep confidential the terms
and conditions of this Agreement, all documents referenced herein and the
respective terms thereof, and any communication between the parties regarding
this Agreement or the services to be provided hereunder hereby, except to the
extent that (a) any party makes any disclosure to his or its auditors, attorneys
or other professional advisors, (b) any disclosure is otherwise required by law
or pursuant to any rule or regulation of any federal, state or other
governmental authority or regulatory agency, provided that Seller provides prior
written notice thereof or (c) any party is in receipt of the prior written
consent of the other with respect to any compromise of the confidentiality
contemplated hereunder. Purchaser and Seller further understand and agree that
the violation by a party of the foregoing shall entitle the other party, at its
option, to obtain injunctive relief without a showing of irreparable harm or
injury and without bond.

         Section 9.9. THIRD PARTY CONSULTATION. The Seller hereby agrees and
acknowledges that it has had the opportunity to seek out and consult with legal
counsel and/or independent business advisors of its own choosing in connection
with the negotiation, execution and delivery of this Agreement. This Agreement
shall be construed without regard to any presumption or rule requiring that it
be construed against the party causing this Agreement, or any part hereof, to be
drafted.

                                       14
<PAGE>

   IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.

               STAR TELECOMMUNICATIONS, INC., a Delaware
               corporation, as Seller and Subservicer

               By:
                      -------------------------------------
               Name:             Mary Casey
               Title:            President

               Address at which the chief executive office
               is located:

               Address: 223 East De La Guerra
                        Santa Barbara, CA  93101
               Attention:                 John Pasini
               Phone number:              805/889-1962
               Telecopier number:         805/889-2972

               ADDITIONAL LOCATIONS AT WHICH THE SELLER DOES
               BUSINESS AND MAINTAINS RECORDS:

               See Schedule 4.1(h)

               ADDITIONAL NAMES UNDER WHICH SELLER DOES BUSINESS:

               Star Vending, Inc.

               PT-1 LONG DISTANCE, INC.,  a Delaware, as Seller
               and Subservicer

               By:
                      -------------------------------------
               Name:             Mary Casey
               Title:            Chief Executive Officer

               Address at which the chief executive office
               is located:

               Address: 30-50 Whitestone Expressway
                        Flushing, NY  11354
               Attention:         Mary Casey
                                  c/o STAR Telecommunications, Inc.
                                  223 E. De La Guerra
                                  Santa Barbara, CA  93101
               Phone number:      805/889-1962
               Telecopier number: 805/889-2972

               ADDITIONAL LOCATIONS AT WHICH THE SELLER DOES
               BUSINESS AND MAINTAINS RECORDS:

               See Schedule 4.1(h)

               ADDITIONAL NAMES UNDER WHICH SELLER DOES BUSINESS:

               None

                                       15

<PAGE>

               PT-1 COMMUNICATIONS, INC., a New York corporation,
               as Seller and Subservicer

               By:
                      -------------------------------------
               Name:             Mary Casey
               Title:            Chief Executive Officer

               Address at which the chief executive office
              is located:

               Address: 30-50 Whitestone Expressway
                        Flushing, NY  11354
               Attention:          Mary Casey
                                   c/o STAR Telecommunications, Inc.
                                   223 E. De La Guerra
                                   Santa Barbara, CA  93101
               Phone number:       805/889-1962
               Telecopier number:  805/889-2972

               ADDITIONAL LOCATIONS AT WHICH THE SELLER DOES
               BUSINESS AND MAINTAINS RECORDS:

               See Schedule 4.1(h)

               ADDITIONAL NAMES UNDER WHICH SELLER DOES BUSINESS:

               None

               HELVEY COM, INC., a California corporation, as Seller
               and Subservicer

               By:
                      -------------------------------------
               Name:             Mary Casey
               Title:            President

               Address at which the chief executive office
               is located:

               Address: 223 E. De La Guerra
                        Santa Barbara, CA  93101
               Attention:                 Mary Casey
               Phone number:              805/889-1962
               Telecopier number:         805/889-3842

               ADDITIONAL LOCATIONS AT WHICH THE SELLER DOES
               BUSINESS AND MAINTAINS RECORDS:

               None

               ADDITIONAL NAMES UNDER WHICH SELLER DOES BUSINESS:

               None

                                       16

<PAGE>

               CEO CALIFORNIA TELECOMMUNICATIONS, INC., a
               California corporation, as Seller and Subservicer

               By:
                      -------------------------------------
               Name:             Mary Casey
               Title:            President

               Address at which the chief executive office
               is located:

               Address: 223 E. De La Guerra
                        Santa Barbara, CA  93101
               Attention:                 Mary Casey
               Phone number:              850/889-1962
               Telecopier number:         850/889-3842

               ADDITIONAL LOCATIONS AT WHICH THE SELLER DOES
               BUSINESS AND MAINTAINS RECORDS:

               See Schedule 4.1(h)

               ADDITIONAL NAMES UNDER WHICH SELLER DOES BUSINESS:

               CEO Telecom

               AS TELECOMMUNICATIONS, INC., an Arizona corporation,
               as Seller and Subservicer

               By:
                      -------------------------------------
               Name:             Mary Casey
               Title:            Chief Financial Officer

               Address at which the chief executive office
               is located:

               Address: 3030 North Central Avenue, Suite 702
                        Phoenix, AZ  85012
               Attention:          Mary Casey
                                   c/o STAR Telecommunications, Inc.
                                   223 E. De La Guerra
                                   Santa Barbara, CA  93101
               Phone number:       850/889-1962
               Telecopier number:  850/889-3842

               ADDITIONAL LOCATIONS AT WHICH THE SELLER DOES
               BUSINESS AND MAINTAINS RECORDS:

               See Schedule 4.1(h)

               ADDITIONAL NAMES UNDER WHICH SELLER DOES BUSINESS:

               ALLSTAR Telecom

                                       17

<PAGE>

               CEO TELECOMMUNICATIONS, INC., a California
               corporation, as Seller and Subservicer

               By:
                      -------------------------------------
               Name:             Mary Casey
               Title:            President

               Address at which the chief executive office
               is located:

               Address: 12440 Firestone Blvd., Suite 3000
                        Norwalk, CA  90650
               Attention:          Mary Casey
                                   c/o STAR Telecommunications, Inc.
                                   223 East De La Guerra
                                   Santa Barbara, CA  93101
               Phone number:       850/889-1962
               Telecopier number:  850/889-3842

               ADDITIONAL LOCATIONS AT WHICH THE SELLER DOES
               BUSINESS AND MAINTAINS RECORDS:

               See Schedule 4.1(h)

               ADDITIONAL NAMES UNDER WHICH SELLER DOES BUSINESS:

               CEO Telecom

               STAR EUROPE, LIMITED, organized under the laws of the United
               Kingdom, as Seller and Subservicer

               By:
                      -------------------------------------
               Name:             Mary Casey
               Title:            President

               Address at which the chief executive office
               is located:

               Address: Kingsgate House
                        536 Kings Road
                        4th Floor
                        London, SW10  United Kingdom
               Attention:          Mary Casey
                                   c/o STAR Telecommunications, Inc.
                                   223 East De La Guerra
                                   Santa Barbara, CA  93101
               Phone number:       850/889-1962
               Telecopier number:  850/889-3842

               ADDITIONAL LOCATIONS AT WHICH THE SELLER DOES
               BUSINESS AND MAINTAINS RECORDS:

               None

               ADDITIONAL NAMES UNDER WHICH SELLER DOES BUSINESS:

                                       18

<PAGE>

               STAR Europe

               STAR TELECOMMUNICATIONS DEUTSCHLAND,
               GmbH, organized under the laws of Germany, as
               Seller and Subservicer

               By:
                      -------------------------------------
               Name:             Kelly Enos
               Title:            Chief Financial Officer

               Address at which the chief executive office
               is located:

               Address: Voltatrasse 1a
                        Frankfurt am Main, Germany
               Attention:          Mary Casey
                                   c/o STAR Telecommunications, Inc.
                                   223 East De La Guerra
                                   Santa Barbara, CA  93101
               Phone number:       850/889-1962
               Telecopier number:  850/889-3842

               ADDITIONAL LOCATIONS AT WHICH THE SELLER DOES
               BUSINESS AND MAINTAINS RECORDS:

               ----------------------------------------------
               ----------------------------------------------
               ----------------------------------------------

               ADDITIONAL NAMES UNDER WHICH SELLER DOES BUSINESS:

               STAR Germany

               RFC CAPITAL CORPORATION

               By:
                      -------------------------------------
               Name:             Mark D. Quinlan
               Title:            Vice President

               Address: 130 East Chestnut Street
                        Suite 400
                        Columbus, OH  43215
               Attention:        Mark D. Quinlan
               Phone number:              (614) 229-7979
               Telecopier number:         (614) 229-7980

                                       19