MASTER SERVICES AGREEMENT

     THIS  MASTER  SERVICES  AGREEMENT  (the  "Agreement"} is entered into as of
August  1,  2002  ("Effective  Date"),  by and between eBillit, Inc., a Delaware
corporation  ("EB1"),  and Telco Billing, Inc., a Nevada corporation ("Client").

     WHEREAS, Client is a provider of certain Internet and/or telecommunications
related  products  and  services;  and

     WHEREAS,  EBI  is engaged in the business of providing validation, billing,
collection  and  related  services  to  the  internet  and  telecommunications
industries;  and

     WHEREAS,  EBI  is  willing  to  provide  its services to Client, and Client
desires  to  obtain such services from EBI, upon the terms and conditions stated
herein;

     NOW, THEREFORE, the parties hereto agree as follows;

     1.     DEFINITIONS.    Certain terms used herein are defined in the
            ------------
attached Exhibit A and are incorporated herein by reference.

     2.     EBI SERVICES.  EBI shall provide the following services (each a
            -------------
"Service  Order")  as more fully described on the referenced Schedules, attached
hereto  and made a part hereof. Service Orders may be added to this Agreement by
execution  of  an  applicable amendment hereto including an amendment to Exhibit
"B"  with  respect  to  such  added  Service  Order.

                                                                         Initial
Schedule     Services Order Options                                       Order
--------     ----------------------                                      ------
   I         Validation/Registration                                      (   )

   II        PhoneBill Services (Telco Billing)                           ( X )

   III       DirectBill Services (Client-Branded Billing)                 (   )

   IV        Credit Card Processing                                       (   )

    V        Automated Clearing House (ACH)                               (   )

   VI        End-User Inquiry (required with Service Option II or III)    ( X )

  VII        Collection Services                                          (   )

 VIII        Customer Management Services                                 (   )

     Throughout the Term of this Agreement, Client shall utilize EBI for any and
all services covered by Service Orders hereunder.

     3.      Term. The term of this Agreement shall be for three (2) years from
             -----
the  Effective  Date  ("Initial  Term"),  and  shall  automatically  renew  for
successive  terms  of  one  (1)  year  (each  a  "Renewal  Term")  unless


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<PAGE>
either  party gives the other party ninety (00) days prior written notice of its
desire to not renew at least ninety (90) days prior to the scheduled renewal, or
otherwise  terminates  this Agreement in accordance with Section 12, The Initial
Term  and  any  Renewal Term shall be referred to collectively herein as "Term".

     4.     CLIENT SUBMISSION AND EBIEDIT.   Where applicable to a Service
            ------------------------------
Order,  Client  shall  submit  to  FBI its Billing Transactions in a data format
acceptable  to  EBI.  Upon  receipt  of Client's Billing Transactions, EDI shall
subject  the Billing Transactions to its proprietary edit process (the "EBI Edit
Process"),  which  may  screen the Billing Transactions for, among other things,
compliance  with  EBI's  billing  policies,  billing  coverage,  regulatory
requirements,  syntax  errors  and  other  requirements  as  EEI  may reasonably
determine  from  time  to time. EB! shall provide reasonable notification of any
changes  or  restrictions  in  its  edit criteria. Client shall use commercially
reasonable  efforts  to  screen its Billing Transactions to exclude records that
are  not  likely  to  pass  the  EBI  Edit  Process.  If any of Client's Billing
Transactions  fail  to  satisfy  the criteria of the EBI Edit Process, EBI shall
return  such  Billing  Transactions  to  Client  and  EBI  shall have no further
responsibility  For  any  such  returned  Billing  Transactions.

     5.     SERVICE FEES. EBI shall be entitled to withhold from its
            -------------
disbursements  to  Client, or otherwise invoice Client, the foes and charges set
forth  on  Exhibit  B,  attached  hereto (collectively "Fees"). In the event EBI
invoices Client for its Fees, such invoices shall be due and payable within five
(5) business days of receipt by Client. EBI shall be entitled Co interest on any
past-due  Fees, or other amounts due to EBI, at the rate of 13% per annum or the
maximum  rate  allowable  by  law,  whichever  is  less,  After the first annual
anniversary  of  this  Agreement,  EBI may adjust its Fees with thirty (30) days
prior  written  notice to Client, provided-however, that the aggregate effect of
such  adjustment  shall  not  exceed  ten  percent (10%) in any 12 month period.

     6.      TAXES, Each party shall be responsible for the timely remittance of
             ------
such party's applicable Taxes (if any) to the appropriate taxing authorities, in
no  event  shall either party be responsible for the other party's obligation to
remit such other party's Taxes. Client shall either (initial which applies): (i)
[  __  ]  include, in the face amount of each Billing Transaction, the amount of
any  applicable  Taxes  and  format such Billing Transactions so as to be exempt
from  any  additional  Taxes;  (ii)  [  _  ] provide written instructions to EBI
directing EBI to apply specific Taxes to the Billing Transactions; or (iii) [ X]
                                                                             --
direct  EBI  to  cause  its then-current taxing rates and logic to be applied to
Client's  Billing  Transactions.  In the event that EBI is providing services to
Client  under  a  Phone-Bill Service Order, attached hereto as Schedule II, then
EBI  shall  cause any Taxes collected by a Telco in relation to Client's Billing
Transactions to be remitted to the appropriate taxing authorities. Client agrees
to  indemnify  and  hold  EBI,  its  directors, officers, employees, agents, and
representatives  harmless  from and against any liability or loss resulting from
any  Taxes  including, without limitation, any penalties, interest, additions to
Tax,  Tax surcharges and other Tax-related coats payable or incurred in relation
to  Client's  Services  or  the  Billing  Transactions.

     7.     CLIENT  REPRESENTATIONS  AMD WARRANTIES.   Client represents and
           ----------------------------------------
warrants  to EEI that, throughout the Term of this Agreement, Client shall be in
compliance  with  all  rules,  regulations  and  policies


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including,  but  not  limited to, federal, state, and local 1093! and regulatory
requirements  and  the billing and collection guidelines contained In Exhibit C,
attached  'hereto,  applicable  to any of Client's Services. This warranty is in
lieu  of  any  other  warranty,  express,  implied  or  statutory.

     8.     EBI's REPRESENTATION AMD WARRANTY.    EBI represents and warrants to
            ----------------------------------
Client  that,  throughout the Term of this Agreement, EBI shall be in compliance
with all rules, regulations and policies including, but not limited to, federal,
state, and local legal and regulatory requirements applicable to the Services to
be  provided hereunder, This warranty is in lieu of any other warranty, express,
implied  or  statutory.

     9.      PROOF  OF COMPLIANCE. Each party agrees to provide written proof of
             ---------------------
its compliance, with respect to its respective obligations under Sections 7 or 8
above,  to  the  other party within five (5) business days of such other party's
written  request.  Each  party  shall  have the right to immediately suspend its
performances  under  this  Agreement,  whether  in  whole  or  in  part, without
liability to the other party in the event that such other party does not provide
satisfactory  written  evidence  of such compliance. Each party agrees to notify
the  other  party  in  writing, as soon as reasonably possible, of any instances
where such party is not in compliance with applicable obligations under Sections
7  and  8.

     10.     LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO
             ------------------------
THE  OTHER  PARTY  FOR  ANY  LOSS  OF  PROFITS,  LOSS  OF USE, LOSS OF GOODWILL,
CONSEQUENTIAL,  SPECIAL OR PUNITIVE DAMAGES REGARDLESS OF THE FORM OF ANY CLAIM,
WHETHER  IN  CONTRACT  OR  IN  TORT  OR  WHETHER  FROM BREACH OF THIS AGREEMENT,
IRRESPECTIVE  OF  WHETHER  SUCH PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE
POSSIBILITY  OF  SUCH  DAMAGES. CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT EBI'S
LIABILITY  WITH  RESPECT  TO THE PERFORMANCE OF ITS SERVICES SHALL BE LIMITED TO
THE  AMOUNT  OF FEES PAID BY CLIENT TO EBI FOR THE SERVICES THAT ARE THE SUBJECT
OF  ANY  CLAIM.

     11.     INDEMNIFICATION.
             ----------------

          (a)     By Client.   Client hereby agrees to indemnify and hold EBI
                  ----------
and  its  directors,  officers,  employees, agents, and representatives harmless
from and against all obligations, liabilities, claims, demands, losses, damages,
costs or expenses, including attorney's fees, arising cut of or relating to: (i)
Client's material breach of any representation, warranty, covenant or obligation
hereunder;  (ii)  Client's Services; or (iii) the Billing Transactions processed
by  EBI  in  accordance  with  the  terms  of  this  Agreement,

          (b)     By EBI.   EBI hereby agrees to indemnify and hold Client and
                  ------
its  directors,  officers,  employees, agents, and representatives harmless from
and  against  all  obligations,  liabilities,  claims, demands, losses, damages,
costs  or  expenses,  including  attorney's  fees, arising out of or relating to
EBI's  material  breach  of any representation, warranty, covenant or obligation
hereunder.

          (c)     Enforcement.  I n the event that either party (in this context
                  ------------
on "Indemnified Party") is served as a defendant in any Claim arising out of any
of  the  foregoing,  the Indemnified Party shall promptly provide written notice
thereof  (the  "Claim  Notice")  to  the  ether  party  (in  this  context  the
"Indemnifying  Party").


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<PAGE>
Ten  (10)  business  days  of receipt of the Claim Notice, shall acknowledge, in
writing,  its obligation under this Section 11 and, thereafter, the Indemnifying
Party  shall  control all aspects of the defense of the claim. In the event that
the  Indemnifying  Party  fails  to  provide such written acknowledge within the
specified  timeframe  then,  at  its  option  and  without waiving its rights to
indemnification  hereunder,  the  Indemnified  Party  may defend itself, and the
Indemnifying  Party  shall  pay all reasonable attorney fees, costs and expenses
incurred  by  the  Indemnified  Party  in  such  defense.

     12.     TERMINATION  FOR  DEFAULT.     Either party may terminate  this
             --------------------------
Agreement, effective immediately with written notice to the other party upon any
of  the  following  events:

          (a)     The other party defaults on any payment obligation hereunder
and  fails to cure such payment default within five (5) business days of written
notice  of  such  payment  default lo the defaulting party by the non-defaulting
party;  or

          (b)     The other party has violated a representation or warranty
contained  in  this  Agreement and such violation remains uncured after five (5)
business days following written notice of such violation from the non-defaulting
party  specifying  the  nature  of  the  violation;  or

          (c)     The other party defaults with respect to any other provision
of  this  Agreement  and  fails  to cure such default within thirty (30) days of
written  notice  of such default to the defaulting party by the ,ion- defaulting
party;  or

          (d)     The other party has (i) filed a voluntary petition in
bankruptcy  or  voluntary  petition  or  an  answer  seeking  reorganization,
arrangement,  readjustment  of  its debts, or any other relief under the Federal
Bankruptcy  Code  or  under  any  other  insolvency act or law, now or hereafter
existing,  or  (ii)  a  receiver  or  trustee  appointed  involuntarily, and any
petition  or action is not suspended, stayed or dismissed within sixty (6O) days
after  its  filing  or  appointment,  as  the  case  may  be;  or

          (e)     Either party determines, in its reasonable discretion, that
its  business  image,  reputation or goodwill is being harmed by the services of
the other party and such other party has. not satisfactorily cured the indicated
problem  within  ten  (10) business days of notice thereof from the first party.


     13.     EFFECT OF TERMINATION. The parties agree that the termination of
             ----------------------
this  Agreement  for  any  reason  whatsoever, shall not affect or terminate any
obligation  or  liability  incurred  or  assumed  by  either  party prior to the
effective  date  of termination of this Agreement including, without limitation,
payment  of  amounts  accrued  or  owing  hereunder  and the parties' respective
obligations  regarding  Confidential  Information.

     14.     CONFIDENTIALITY.
            ----------------

          (a)     As used in this Agreement "Confidential Information" of either
party  shall  mean any information including, without limitation, trade secrets,
technical  and  other information relating to the service or business operations
of  g  party  (the  "Disclosing  Party")  that  is disclosed either orally or in
writing to the other Party {the "Receiving Party") and is marked "Confidential",
bears  a  marking  of  like

                                - CONFIDENTIAL -


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<PAGE>
import,  or would, by the application of a reasonable standard, be understood by
the  Disclosing  Party to be of a confidential nature at the time of disclosure.
"Confidential  Information"  shall  expressly include any equipment, hardware or
software made available to a Receiving Party by a Disclosing Party that includes
or  represents a tangible manifestation of a Party's "Confidential Information",
whether  or  not  such  equipment  bears  any  confidential  legend  or marking.

          (b)      Each  party agrees that Confidential Information of the other
party  which  is  disclosed  or  obtained  by  it hereunder or otherwise, shall,
subject to the terms and conditions of this Agreement, be retained in confidence
and  shall  be protected to the same extent and in the same manner as comparable
Confidential  Information  of the Receiving Party, but no less than a reasonable
standard  of  care.

          (c)      Information shall not be doomed Confidential Information, and
Receiving  Party  shall  have no obligation under this provision with respect to
any:

               (i)     Information that now or hereinafter comes into the public
          domain  without  breach  of  this  Agreement;

               (ii)      Information  rightfully  and  lawfully  received  by  a
          Receiving Party from a third party without breach of this Agreement or
          any  other  agreement  as  evidenced by existing written documentation
          thereof;

               (iii)      Information developed independently or discovered by a
          Receiving  Party  without  use  of the Disclosing Party's Confidential
          Information  as  evidenced  by existing written documentation thereof;

               (iv)     Information  approved  for  release  by  the  written
          authorization  of  the  Disclosing  Party;  or

               (v)      Information  disclosed  pursuant  to  the requirement or
          request of a governmental agency or court of competent jurisdiction to
          the  extent  such disclosure is required by a valid law, regulation or
          court  order provided, however that reasonable prior written notice is
          given  by  the  Receiving  Party  to  the Disclosing party of any such
          requirement  or  request  sufficient to permit the Disclosing party to
          seek  an  appropriate  protective  order  or  exemption  from  such
          requirement  or  request.

          (d)     All  tangible forms of information, including, but not limited
to  documents,  drawings,  specifications,  prototypes,  samples  and  the  like
received  hereunder  by  a  Receiving  party  shall  remain  the property of the
Disclosing  Party.  Upon  written  request  by a Disclosing Party, the Receiving
party  shall return to the Disclosing Party all tangible forms of the Disclosing
Party's  Confidential Information received by Receiving party, together with all
copies  thereof.

     15.      CHOICE  OF  -  LAWAND  VENUE.  THE VALIDITY OF THIS AGREEMENT, ITS
              -----------------------------
CONSTRUCTION,  INTERPRETATION,  AND  ENFORCEMENT,  AND THE RIGHTS OF THE PARTIES
HERETO  SHALL BE DETERMINED UNDER. GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE  LAWS  OF  THE  STATE  OF  CALIFORNIA. THE PARTIES AGREE THAT ALL ACTIONS OR


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<PAGE>
PROCEEDINGS  ARISING IN CONNECTION WITH THIS AGREEMENT AND NOT OTHERWISE SUBJECT
TO  RESOLUTION  BY  ARBITRATION  HEREUIMDER. SHALL BE BROUGHT EXCLUSIVELY IN AND
VENUE SHALL BE PROPER ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY
OF  SANTA  CLARA, STATE OF CALIFORNIA. EACH OF THE PARTIES HERETO WAIVES, TO THE
EXTENT  PERMITTED  UNDER  APPLICABLE  LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE
DOCTRINE  OF  FORUM  NON  CONVENIENS  OR  TO  OBJECT  TO VENUE TO THE EXTENT ANY
PROCEEDING  IS  BROUGHT  IN  ACCORDANCE  W[TH  THIS  SECTION.

     16.     PUBLIC ANNOUNCEMENTS  Neither party, m y use the other party's name
in  any  public,  announcements  or  public  disclosures  nor shall either party
disclose  the  terms Of this Agreement, without the prior written consent of the
other  party,

     17.     NOTICES.  All notices and other communications that are required or
             --------
may  be  given  hereunder shall be in writing and shall be delivered personally,
sent  by  U.S.  mail  with  return receipt requested, by facsimile if receipt is
confirmed  by means other than the facsimile's electronic confirmation, or by an
express  carrier with receipt confirmation. All notices and other communications
shall  be  deemed  given  when  actually  received by a party as evidenced by an
appropriate confirmation. Notice shall be directed to a party at its address set
forth  below  or  such other address as shall be given in writing by such party.

eBillit, Inc.                Telco Billing, Inc.
5883 Rue Ferrari             4840 E Jasmine St. Suite 105
San Jose, CA 95138           Mesa, A2 85205
Attention: General Counsel   Attention: Angelo Tullo
FAX: 408-362-2796            FAX: (480) 654-S727

     18.     DISPUTE  RESOLUTION AND ARBITRATION. Except for an action seeking a
             ------------------------------------
temporary  restraining  order  or  injunction  related  to  the purposes of this
Agreement,  or a suit to compel compliance with this dispute resolution process,
the parties shall use the following alternative dispute resolution procedures as
their  sole  remedy  with  respect  to  any claim, dispute, or other controversy
arising  out  of  or  relating  to  this  Agreement  or  its  breach.

          (a)     Dispute  Resolution.  At the written request of a party to the
                  --------------------
other  party,  each party shall appoint an officer or employee representative to
meet,  negotiate in good faith, and attempt to resolve any dispute arising under
this  Agreement  The  location,  format,  frequency, duration, and conclusion of
these  discussions  shall  be  left  to  the  discretion  of  the  parties'
representatives.  Upon  the  mutual  agreement  of  the  parties, the designated
representatives  may  elect  to  utilize  non-binding mediation Lo assist in the
settlement  of  the  dispute.  Discussions  and  correspondence  among  the
representatives,  for  purposes  of  these  negotiations,  shall  be  treated as
Confidential  Information  developed  for  purposes  Of  settlement, exempt from
discovery  and  production, and which shall not be admissible in any arbitration
or  related  action  absent  the  mutual  written


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<PAGE>
agreement  of  the  parties.  Documents  identified  in,  or  provided with such
communications,  that are not prepared for purposes of the negotiations, are not
so  exempted  and  may,  if otherwise admissible, be admitted as evidence in any
arbitration  or  related  action  hereunder.

          (b)      Arbitration.  if  the negotiations do not resolve the dispute
                   ------------
within  sixty  (60)  calendar  days of the initial written request for a meeting
pursuant  to  Section  13  (a) hereof, the dispute shall be submitted to binding
arbitration  by a single arbitrator pursuant to the Commercial Arbitration rules
of  the  American  Arbitration Association Chen in effect (the "Rules"). A party
may  demand  such arbitration in accordance with the procedures set out in those
Rules.  The  arbitration  hearing  shall be commenced within sixty (6O) calendar
days  of  the elate of the demand for arbitration. The arbitration shall be held
in  San Jose, California. Judgment upon the award rendered by the arbitrator may
be  entered in any court of competent jurisdiction. Each party shall bear Ka own
costs  of  these  procedures.  A  party  seeking  discovery  shall reimburse the
responding  party  the  reasonable costs of production of documents. The parties
shall  share  equally  the  fees  of  the  arbitration  and  the  arbitrator.

     19.     GENERAL PROVISIONS.
             -------------------

          (a)     Attorney's  Fees.  In the event of any legal proceeding, other
                  -----------------
than  arbitration,  arising out of or relating to this Agreement, the prevailing
party  thereto  shall  be  entitled  to  reimbursement  from  the  other  of all
reasonable  attorney's  fees  and  costs  incurred  in  connection  therewith.

          (b)     Severability.  If any provision of this Agreement is found to
be invalid by any court, the
invalidity of such provision shall not affect the validity of the remaining
provisions hereof.

          (c)     Captions.   The paragraph headings contained in this Agreement
                  ---------
are  for  reference purposes only and shall not affect in any way the meaning or
interpretation  of  this  Agreement.

          (d)     Assignment.   Either party may assign this Agreement to an
                  -----------
entity  holding a majority ownership interest in the assigning party or in which
the assigning party holds a majority ownership interest. In addition, Client may
assign,  in  whole or in part, its right to payments hereunder to a third party.
Neither  party  may  otherwise assign any of its rights or obligations hereunder
without the prior written consent of the other party, which consent shall not be
unreasonably  withheld.  All  assignments shall be in writing, duly signed by an
officer  of  the assigning party. This Agreement shall &e binding upon and inure
to  the  benefit  of  the  successors  and  permitted  assigns  of  the parties.

          (e)     Amendments: No Waiver.   Except as otherwise provided herein,
                  ----------------------
this  Agreement may be amended or modified only by a written instrument executed
and  delivered  by  duly  authorized  representatives  of the parties hereto, No
waiver  of any right hereunder shall be deemed to be a waiver of the same or any
other  right  on  any  other  occasion.

          (f)     Third Party Rights.  The parties do not intend to confer any
                  -------------------
benefit  hereunder  on  any  person  or  entity  other  than the parties hereto.

          (g)     Further Assurances.  The parties agree to do such further acts
                  -------------------
as  may  be reasonably necessary to evidence or confirm the agreements contained
herein  and  the  matters  contemplated  hereby.


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<PAGE>
          (h)      Force  Majeure.  Neither  party shall be deemed in default of
                   ---------------
this  Agreement  to  the  extent that any delay or failure in performance of its
obligation  results,  without its fault or negligence, from any cause beyond its
control,  including,  but not limited to, acts of God, acts of civil or military
authority,  government  regulation,  embargoes,  epidemics, war, terrorist acts,
riots,  insurrections,  fires,  floods, earthquakes, nuclear accidents, strikes,
power  losses,  unusually  severe  weather conditions, inability to secure third
party  products,  services, communication or transportation facilities, Internet
hacking,  viruses  or  similar acts of sabotage, or act of or omission of common
carriers  (each an "Interrupt Event"). Upon the occurrence of an Interrupt Event
that causes either party to be unable to perform its obligations hereunder, such
party shall: (i) immediately notify the other party in writing of such Interrupt
Event and its expected duration; and (ii) take all commercially reasonable steps
to  recommence  performance  of  its obligations hereunder. In the event that an
interrupt  Event  delays  a  party's performance of its obligations by more than
fifteen  (15)  days following notice by such party, such event shall be deemed a
default  hereunder  and  shall  be  subject  to the rights and remedies of these
parties.

          (i)     Counterparts.   This Agreement may be executed in separate
                  ------------
counterparts,  each  of  which  shall  be  deemed an original, and both of which
together  shall  constitute  one  and  the  same  instrument.

          (j)     Integration of Agreement,   This Agreement: together with the
                  -------------------------
Exhibits  and Schedules hereto, contains the entire understanding of the parties
with  respect to its subject matter and supersedes all prior and contemporaneous
agreements,  representations  and understandings among the parties, whether oral
or  written,  relating  to  the  subject  matter  hereof.

          (k)      No Agency. Neither EB! nor Client is an agent, partner, joint
                   ----------
venture,  trustee,  fiduciary  or  legal  representative  of the other party and
neither  EBI  nor  Client  has  authority  to act for or incur any obligation on
behalf of or in the name of the other party other than as expressly set forth in
this  Agreement.

          (l)      Corporate Authority. The parties hereto represent and warrant
                   --------------------
that  they  have the capacity, power and authority to enter into this Agreement,
and that the individuals signing on behalf of both parties have the authority to
so  sign.

  {- Signature page and Exhibits follow. Remainder of page intentionally left
                                    blank. -}


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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date set forth above.


eBillit, Inc. (EBI)                    Telco Billing, Inc. (Client)
By:     /s/ Illegible                  By:    /s/ Angelo Tullo, pres.
      ------------------------------        -------------------------
Name:   Illegible                      Name:  Angelo Tullo
      ------------------------------        -------------------------
Title:  CEO                            Title: President
      ------------------------------        -------------------------
Date:   1-2-03                         Date:  12/6/02
      ------------------------------        -------------------------


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<PAGE>
                                  EXHIBIT "A"

                          DEFINITION OF CERTAIN TERMS
                          ---------------------------

The following terms shall have the meaning ascribed thereto throughout this
Agreement and any Exhibits and Schedules attached hereto:


"Account"  shall  mean  a  separate  account  of  Client  under  which  Billing
 -------
               Transactions  and  settlement  funds  are  tracked  and reported.

"Account Number" shall mean the number, assigned by EBI, which is used to
 --------------
               reference  a  particular  Account,

"Adjustment" shall mean a post-billing deduction made to an End-User's bill with
 ----------
               respect  to  Client's  Billing Transactions, usually arising from
               End-User  disputes  regarding  a billed amount Adjustments may be
               initiated by (i) Telcos, where applicable, in accordance with the
               Billing  Contracts, (ii) by Client at its discretion, or (iii) by
               EBI  in  accordance  with  this  Agreement.

"ANI"  shall  mean  Automatic Number Identification, which refers to the network
 ---
               capture  of  a  dialing party's originating telephone number. For
               many  dialed  services,  the  ANI is used as the BTN (see below).

"Billing  Contract"  shall  mean a billing and collection agreement entered into
 -----------------
               between  EBI and a LEG and/or certain third parties that contract
               directly with such LEG. Billing Contracts permit the inclusion of
               approved  types  of  Billing  Transactions  on  the  LEC's  local
               telephone  bill  to business and residential consumers. A current
               list  of  existing  Billing Contracts as of the Effective Date is
               attached  to  Schedule  II  as  Exhibit  ll-A.

"BTN" shall mean a billing telephone number, which identifies the telephone line
 ---
               to  which  a  Billing  Transaction  was  charged  by an End-User.

"Billing Transaction" shall mean an electronic data record evidencing the use by
 -------------------
               an  End-User  of  Client's  Service,  which  includes  relevant
               information  regarding  such  use.

"Client's  Service"  shall  mean  a service provided by a Service Provider which
 -----------------
               gives  rise  to  a Billing Transaction or otherwise results in or
               necessitates  a  service  to  be  performed  by  EBI  hereunder.

"Deposit  Month"  shall  mean  a  particular calendar month within which Billing
 --------------
               Transactions are processed and submitted by EBI to the applicable
               Telcos.

"EBI  Edit  Process"  shall  mean  EBI's  internal edit checks applicable to the
 ------------------
               formatting  and/or  content  of  Billing  Transactions as further
               described  under  Section  4  of  the  Agreement.

"EBI  Reserve"  shall mean an amount withheld, from the amount otherwise owed to
 ------------
               Client  with respect to Billing Transactions, to protect EBI from
               credit  losses  or  otherwise to cover other reserves or offsets,
               other  than  Uncollectibles  imposed  by  a  Telco.

"EBI Systems" shall mean alt of EBI's proprietary systems developed and owned by
 -----------
               EBI  or  licensed  to  EBI,  including  but  not  limited  to any
               software,  processes and procedures related thereto that are used
               by  EBI  in  the  performance  of  its obligations hereunder, EBI
               Systems  shall  also  include  any  improvements,  enhancements,
               customizations, and upgrades thereto whether jointly developed or
               otherwise.  EBI shall own all Intellectual Property Rights in the
               EBI  Systems.

"End-User" shall mean a consumer of Client's Service, including, but not limited
 --------
               to,  an  individual,  corporation  or  other  entity.


                                   - CONFIDENTIAL -                      Page 10
<PAGE>
"End-User Inquiry" shall mean oral or written contact from an End-User regarding
 ----------------
               a  billing  charge  usually as a result of the End-User disputing
               such  charge  or  otherwise  seeking  an  explanation.  End-User
               Inquiries  are either handled by EBI or Client in accordance with
               the  attached  Schedule  VI,  or handled by a Telco in accordance
               with  such  Telco's  inquiry policies and applicable regulations.

"Fees"  shall mean those fees set forth on Exhibit B to the Agreement, which are
 ----
               applicable  to  the  Service  Options  ordered  by  Client

"Intellectual  Property  Rights"  shall  mean  all  forms of proprietary rights,
 ------------------------------
               titles, interests, and ownership relating to patents, copyrights,
               trademarks,  service  marks,  trade  names,  trade dresses, trade
               secrets,  know-how,  mask  works,  moral  rights, and all similar
               rights  of  every  type that may exist now or in the future under
               the  laws  of  any  jurisdiction.

"LEC" shall mean a local exchange carrier within the telecommunications industry
 ---
               that,  among other things, provides dial tone service to business
               and  for  residential  consumers.

"Reject"  shall  mean  any Client Billing Transaction that fails to pass the EBI
 ------
               Edit  Process  as  described  in  paragraph  4(a)  hereof.

"Service Provider" shall mean either Client or Client's customer, as applicable,
 ----------------
               where  such  entity provides services to End-Users giving rise to
               Billing  Transactions,  In the event that Service Provider is not
               Client,  Client is responsible for all actions, inactions, errors
               and  omissions  of  Service  Provider with respect to the Billing
               Transactions.

"Taxes"  shall  mean  all  federal,  state  or  local  sales, use, excise, gross
 -----
               receipts  or  other  taxes or tax-like charges imposed on or with
               respect  to  any  service  or transaction which is the subject of
               this  Agreement,

"Telco"  shall  mean  a  LEC with which EBI, directly or indirectly, maintains a
 -----
               Billing  Contract.  A  current  list  of  such  Telcos  as of the
               Effective  Date  is  attached  to  Schedule  II  as Exhibit lI-A.

"Term", "Initial Term" & "Renewal Term" are each defined in Section 3 of the
 ----    ------------     ------------
               Agreement.


                                   - CONFIDENTIAL -                      Page 11
<PAGE>
                                  EXHIBIT "B"
                                      FEES
                                      ----

The following Fees shall apply:

     1)   PHONEBILL SERVICES (TELCO BILLING)

          a) Initial Account setup (sub-CIC) fee:             N/A

          -    each additional Account:                       $1,500.00 one time

          b)   EBI Processing Fees:

               Gross Dollars Deposited
               -----------------------
               each Month                                     Fee Rate
               ----------                                     --------

               All volume levels                               2.75%

               EBI's  processing  fee  for each Account's Deposit Month shall be
               the  greater  of:  i)  the  gross  dollars  deposited  each month
               multiplied  by the Fee Rate, or ii) $.34 per Billing Transaction,
               or iii) a minimum monthly fee of $10,000 for up to two Account(s)
               and  $5,000  for  each  additional  Account. Notwithstanding item
               iii),  above,  in  the  event that, during any then-current Term,
               Client pays EBI a cumulative processing fee exceeding the product
               of  the  applicable  monthly  minimum  and  the  number of months
               included  in  such Term, then no monthly minimums shall apply for
               the  remainder  of  such Term. For example, if after 12 months of
               the  Initial Term, Client has been utilizing two Accounts and has
               paid to EBI $240,000 in processing fees, then no monthly minimums
               would  apply for the remainder of the Initial Term. This contract
               effective August 2002, but executed in final form 12/6/02 as such
               client  has already met all minimum requirements for the contract
               period.

     2)   END-USER INQUIRY

          a)   Verbal End-User Inquiry                    $ 3.50 each

          b)   Referral (live agent)                      $ 2.00 each

          c)   Transferred or auto-referred               $ 0.11 per minute

                                                          Not to exceed $1.00

          d)   Written End-User Inquiry                   $ 5O.OO each

          e)   Written regulatory complaints              $ 5O.OO each

          f)   Adjustment record processing               $ 0.50 each


                                   - CONFIDENTIAL -                      Page 12
<PAGE>
                                  EXHIBIT "C"

                        BILLING AND COLLECTIONSGUIDELINES
                        ---------------------------------

EBI  has  adopted  the  anti-cramming  consumer  protection  guidelines  of  the
Coalition  to  Ensure  Responsible Billing (CERB). By adopting these guidelines,
EBI is committed to billing standards and practices to ensure a maximum level of
consumer  protection. Client hereby agrees to the following as consideration for
EBI  billing  for  its  services.

1.   COMPANY INFORMATION

     Client shall provide EBI with the following information:

     -    Client's company name, including dba's, and address.

     -    Names of all officers, directors and principals of Client.

     -    Proof of corporate or partnership status.

     -    Copies of certifications as required.

     -    Foreign corporation filings as required,

     -    Any Applicable tariffs upon request,

     -    The names and addresses of any telemarketing companies to be used by
          the Client.

     -    The names and addresses of any third party verification companies to
          be used by the Client.

2.   SCREENING OF PROGRAMS, PRODUCTS AND SERVICES

     Prior to EBI's billing for any Client services, Client shall provide EBI
     with the following information:

     -    A complete set of its marketing materials pursuant to the programs or
          services to be billed by ESI. "

     -    A complete set of its advertisements (print or other media) pursuant
          to the programs or services to be   billed by EBI.

     -    Applicable fulfillment package (which must include cancellation
          information if not included elsewhere and a toll free Client service
          telephone number)

     -    Complete scripts for sales verification, Client shall not change
          scripts or programs without first providing changes to EEI.

     -    Honest, clear, and understandable text phrase for appearance on the
          bill.

     NOTE: EBI will not provide billing for services employing the following
     practices and Client hereby agrees it will not provide Billing Transactions
     to EBI for the following:

     -    Box, sweepstakes, or contest - type entry forms.

     -    Negative option sale offers.

     -    800 pay-per-call

     -    Collect callback

     -    Phantom billing (charging for calls never made or services never
          provided).

     -    Such other programs, products, or services that regulatory agencies,
          EBI or Telcos, where applicable, determine to be deceptive to
          consumers.


                                   - CONFIDENTIAL -                      Page 13
<PAGE>
                                  EXHIBIT "C"

                       BILLING AND COLLECTIONS GUIDELINES
                       ----------------------------------

3.   COMPLIANCE MONITORING

     EBI requires Client to:

     -    Minimize End-User inquiries and complaints it receives.

     -    Minimize End-User complaints to government agencies.

     -    Maintain up-to-date records regarding complaints and inquiries that it
          receives.

     -    Promptly adopt action plans to respond to complaints and inquiries,

     -    Assist and cooperate with investigations of End-User disputes,

     -    Promptly cease billing any recurring charges to an End-user when there
          is a clear indication that such End-User is no longer utilizing
          Client's product or service.

4.   MANDATORY AUTHORIZATION!

     Where  State  or  Federal  agencies  (or  Telcos, Where applicable) require
     consumer  pre-authorization for the services, products or programs provided
     by  Client, Client must employ one of the following forms of authorization.
     Such  authorization must be retained for a period of two (2) years and made
     available  upon  request. Additionally, if State/Federal agencies or Telcos
     amend  their  requirements,  Client  is responsible for its full compliance
     thereto:,

     -    Recorded independent third party verification

     -    Written or electronic letter of authorization (LOA)

     -    Written or electronic sales order

     -    Voice Recording of telephone sales authorization,

     An authorization must legibly include the following to be valid;

     -    The date of authorization.

     -    The telephone number and, where practical, name and address of the
          consumer.

     -    Assurance that the consumer is qualified to authorize billing.

     -    A complete description of the product or service,- A description of
          the applicable charges.

     -    An explicit acknowledgment by the consumer as to how the charges for
          the product or service will appear on his/her bill.

     -    Affirmative acceptance by the consumer of the offer.

     -    A toll-free number that subscribers may call to make inquiries
          concerning the service.

     In addition, authorization verified by an independent third party must
     include;

     -    An initial statement that the purpose of the verifications is to
          confirm the consumer's intention to accept the sales offer.

     -    A statement that the service provider is not affiliated with o LEG,
          where there is no affiliation.

     -    A unique consumer identifier.

     -    A review by third party personnel of the entire verification where the
          verification is automated,

     An Independent third party verifier must meet the following criteria:

     -    It must be completely independent of the service provider and the
          telemarketer,

     -    It must not be owned, managed, controlled or directed by Client or the
          telemarketer.

     -    It must not have any financial incentive in the completion of the
          sale.

     -    It must operate in o location physically separate from the service
          provider and the Telemarketer.


                                   - CONFIDENTIAL -                      Page 14
<PAGE>
                                   EXHIBIT "C"

                       BILLING AND COLLECTIONS GUIDELINES
                       ----------------------------------

5.   HIGH STANDARD BILLING PRACTICES

     Central  to  a  consumer's  right  to ensure that they have not been billed
     inappropriately  is  the  ability  to  understand and read the bill. Client
     shall  use it's best efforts to ensure that the information provided to EBI
     fairly  and  accurately  describes  the service(s) provided to the End-User
     including,  but  not  limited  to:

     -    Identification of the Client providing the services.

     -    Detailed description of products or services.

     -    Detailed identification of the charges.

6.   END-USER SATISFACTION

     As End-Users must be able to easily and quickly address potential billing
     disputes, EBI may provide the End-User or a regulatory agency on request;

     -    The name, address, phone number and fax number of the Client.

     -    The nature of any charge

     -    The method of authorization.

     -    Information as to how an End-User may cancel a service or product.

     In conjunction with the Agreement EBI, or Client, will provide:

     -    A toll-free customer service number.

     -    Dedicated staff to respond to End-Users inquiries,

     -    Full and timely investigation Of any written dispute.

     -    A credit or response to the End-User within 30 days of the End-User's
          dispute.

7.   DISCLOSURE

     Client hereby agrees that EBI may share the following with federal and
     state enforcement agencies:

     -    Identifying information with respect to terminated billing for Client
          programs or services.

     -    A description of specific problems relating to "Slamming" or
          "Cramming" that EBI has encountered, and the steps taken to correct
          such problems.

     -    Summary and detailed data with regard to End-User complaints,
          inquiries and Adjustments.

8.   REIMBURSEMENT TO EBI

     Client acknowledges and agrees to fully reimburse EBI, within ten (10)
     days, any fines or penalties charged EBI by Telcos and/or Stale/Federal
     agencies pursuant to Client's Billing Transactions billed by EBI.

(These guidelines may be amended from time-to-time by EBI providing thirty (30)
days prior written notice. If such changes have a material adverse effect on
                              ----------------------------------------------
Client's ability to market its services. Client may immediatelyterminate this
-----------------------------------------------------------------------------
Agreement without penalty.)
--------------------------


                                   - CONFIDENTIAL -                      Page 15
<PAGE>
        SCHEDULE II-Service Order for PhoneBill SERVICES (TELCO BILLING)
        ---------------------------------------------------------------

     This  Service  Order  for  PhoneBill  Services  ("Service  Order") shall be
effective  as  of  the  Effective Date of the Agreement (the "Order Date"). This
Service  Order  may  be  terminated  by  either  party,  as  of  the  end of the
then-current  Term  of  the  Agreement, by providing written notice to the other
party  at  least  90 days prior to the end of such current Term. Otherwise, this
Service  Order  shall  remain  in full force and effect until termination of the
Agreement.

     1.     SERVICE ORDER SUMMARY. This Service Order shall generally include;
            ----------------------
i)  submission  of Client's valid Billing Transactions to Telcos for billing and
collection,  ii)  processing  of  Unbillables, Adjustments and Uncollectables as
such  terms are defined herein, iii) database administration to support End-User
Inquiry, iv) reconciliation and settlement of amounts due to Client with respect
to  the  Billing  Transactions, and v) standard reporting arid tracking for each
Account  established  by  Client.

     2.     TELCO  SUBMISSION.   UMBILLABLES.      EBI   shall   submit  to
            ---------------------------------
the  Telcos   those   Billing
Transactions  of  Client  that  have  passed  the EBI Edit Process and represent
Client  Service  that  have  been  pro-  approved by EBI and/or the Telcos where
applicable, Telcos may subject Client's Billing Transactions, submitted to it by
EBI,  to  its own edit process and either be unable or unwilling to bill certain
transactions  (each  an  "Unbillable")  even though such Unbillable transactions
passed the EBI edit process. Unbillables returned to EBI in an electronic format
by  the  Telco will be returned to Client in a similar format. EBI shall nave no
further  responsibility  for  such  Unbillable  transactions except, however, if
Billing  Transactions  are deemed Unbillable due to EBI's error or omission, EBI
shall  correct and resubmit such Billing Transactions at no additional charge to
Client,  Unbillables shall be applied to the settlement of amounts due Client in
accordance  with  the  methodology  set  forth  on Exhibit II-B attached hereto.

     3.     INQUIRY SUPPORT, ADJUSTMENTS. A separate service order to cover
            -----------------------------
End-User  Inquiry  is  attached to the Agreement as Schedule VI, Notwithstanding
the previous sentence, each Telco reserves the right to perform End-User Inquiry
pursuant  to  the  applicable  Billing Contract, As a result of End-User Inquiry
services or otherwise as initiated by either party or a Telco, EBI shall process
Adjustments,  as  such  term  is  defined  on  Exhibit  A  to the Agreement, and
incorporate the amount of such Adjustments into the settlement of amounts due to
Client  Adjustments initiated by a Telco and reported to EB1 snail De applied to
Client  in  accordance  with  the methodology set forth on Exhibit II-B attached
hereto.

     4.     HOLDBACK, TRUE-UP, UNCOLLECTABLES. Telcos may withhold, from the
            ----------------------------------
gross  deposited  dollars,  a  reserve amount to cover anticipated write-offs of
uncollectible  End-User  accounts  ("Uncollectable"), which may be realized some
time in the future. EBI shall withhold a similar amount from funds otherwise due
to  Client  (the "Telco Holdback") in order to cover amounts withheld by Telcos.
The  Telco  Holdback  rate  shall  be


                                   - CONFIDENTIAL -                      Page 16
<PAGE>
initially  sot  at  ten  percent  (10%)  of  the gross value of Client's Billing
Transactions.  The  Telco Holdback rate may be modified from time to time by EBI
based  on  a  reasonable analysis of Client's Billing Transactions. From time to
time,  Telcos will conduct a reconciliation of the amounts held back compared to
actual  Uncollectables  realized for a particular period (a "Telco True-Up"} and
may subsequently revise their reserve races as well as collect from or refund to
EBI  any  difference  between the amounts withheld by such Telcos and the actual
Uncollectables. After a Telco performs its Telco True-Up and reports the results
to EBI, EBI will similarly reconcile the Telco Holdback amount with the realized
Uncollectables  pursuant to the methodology contained in Exhibit II-E {each such
reconciliation a "True-Up"). EBI shall include the results of such True-Ups on a
summary  report to Client, True-Up results reflected on the summary report shall
be  incorporated  into  the  settlement  of  amounts  due  to Client, as further
described  in  Section  6,  hereunder.

     5.     OTHER DEDUCTIONS.
            -----------------

          a)     Telco Fees.   EBI shall be entitled to recover from or
                 -----------
pass-through  to  Client,  all  Telco-  imposed  processing  and  other  charges
associated with Client's Billing Transactions ("Telco Fees"). The Telco fees are
set  forth  on  Exhibit  II-D  hereto.

          b)     EBI Reserve.   EDI may withhold, from any amounts otherwise due
                 ------------
to Client, an amount necessary to fund the EBI Reserve. The EB! Reserve rate for
each  Account under this Agreement will initially be established at four percent
(4%) of gross value of Client's Billing Transactions, EBI may, in its reasonable
discretion,  adjust the EBI Reserve requirement for any Account, Such adjustment
may  be accomplished by either; (i) adjusting the previously established reserve
percentage  for  such  Account; (ii) adjusting or offsetting the EG! Reserve for
another  Account;  (iii)  invoicing  Client  directly  for  additional  amounts
required;  or  (iv)  reimbursing  Client for excess amounts, if applicable. With
respect  to Client's Billing Transactions, certain Telco's may require a reserve
for  Unbillables  and/or  Adjustments  exceeding  certain  thresholds.  This
requirement  may necessitate an increase in the ebi Reserve. If applicable, this
increase  shall  be  based  on  Client's  actual  Unbillable  and/or  Adjustment
experience over a three (3) month period for the subject Telcos. The adequacy of
this  component  of  the  EBI Reserve shall be reviewed on a quarterly basis and
determined based on Client's actual experience of Unbillables and/or Adjustments
in  the  prior  quarter  for  the  relevant  Telcos.

     6.  SETTLEMENT  OF AMOUMTS DUE. Client Shall be entitled to the gross value
         ---------------------------
of  the  Billing  Transactions  remitted  to  the  Telcos  less  any  applicable
Unbillables, Adjustments, Telco Holdback, excess Uncollectables (pursuant to any
True-ups),  Fees,  Telco  Fees  and  EBI Reserves (the difference being the "Net
Proceeds"). On or before the 60th  day following the end of a Deposit Month, EBI
shall  transfer, by wire to Client's designated bank account, an estimate of the
Net Proceeds relating to such Deposit Month. Within thirty (30) days thereafter,
EBI  shall  reconcile  the  estimated  amount paid to Client with the actual Net
Proceeds for the subject Deposit Month and apply any corrections to a subsequent
payment  event.  All  wire  instructions  from Client to EBI shall be in writing
signed  by  a  duly  authorized  representative of Client. In the event that the


                                   - CONFIDENTIAL -                      Page 17
<PAGE>
calculation  of Net Proceeds yields a negative amount, EBI's reporting to Client
of  such  negative  amount shall be deemed an invoice for same and Client shall,
within fifteen (15) days, reimburse EBI for such negative amount. In addition to
the  Net  Proceeds,  Client  shall be entitled to any excess Telco Holdback from
prior  period  True-ups  and  any  excess  EBI  Reserve  as  set  forth  below:

          (a)  Periodic  EBI  Reserve  Remittance.  No  later than thirteen (13)
               -----------------------------------
months  from  the  end  of  a given Deposit Month ("Roll-Down Month"), EBI shall
apply  fifty  percent  (50%)  of  the  Roll-Down Month's EBI Reserve, by Account
Number,  to  Client's  Account,  At the 181h month from the close of a Roll-Down
Month,  EBI  shall  apply  the  balance of the Roll-Down Month's EBI Reserve, by
Account  Number,  to  Client's  Account.

     7.     REPORTS.
            --------

          (a)     Standard Reporting. EBI agrees to provide Client with EBI's
                  -------------------
standard  reports  identified  in  Exhibit II-C attached hereto and incorporated
herein.  Client  may  request that EBI provide additional reports or a different
formatted report. To the extent EBI can comply with such request with reasonable
effort,  EBI  shall  supply  such reports at an additional charge based upon the
time  and  expense  to  be  mutually  agreed  upon  by  the  parties.

          (b)     Report Review.  Client agrees that it is solely responsible
                  --------------
for  inspecting and reviewing all reports provided by EBI within sixty (6O) days
of  receipt by Client. Client's failure to report any errors; or inconsistencies
with  respect  to such reports within such timeframe shall constitute acceptance
by  Client.

          (c)     Report Detail.   Client acknowledges and agrees that (i) the
                  --------------
individual  Telcos  may  not always provide definitive detail to EBI for amounts
the  Telco  deems  to  be  Unbillables, Adjustments, or Uncollectables, (ii) EBI
shall  not  be  held  to  a  higher  standard  of accounting pertaining to Telco
performance  as  that  provided  by  the  individual  Telco,  and  (iii)  EBI's
methodology  contained  in  Exhibit  II-B  associated  with the determination of
Client's  share  of Unbillables, Adjustments or Uncollectables is reasonable and
appropriate  given  the  detail  received  from  the  individual  Telco.

          (d)     Audit.   Upon 30 days prior written notice by Client, but no
                  ------
more  frequently than once during a twelve (12) month' period, Client shall have
access  to EBI's records pertaining to Client's Billing Transactions, including,
but  not  limited  to,  the  information  EBI  receives  from Telcos, The audits
conducted  hereunder  shall  be  at  Client's  solo  cost and expenses provided,
however, it an audit reveals that amounts due to Client were understated by more
than  10% for the period audited, then EBI shall, in addition to promptly paying
to  Client  the  understated  amount,  reimburse  Client  for  all  reasonable
out-of-pocket  audit  costs.  Notwithstanding any of the foregoing, Client shall
have  no right to audit any EBI records pertaining to periods more than eighteen
(18)  months  prior  to  the  date  of  notice  of  such  audit.

     8.     BILLING APPEARANCE.   Where 3 Telco provides the capability,
            -------------------
Client's Billing Transaction shall appear on such Telco's subscriber bills under
the  name  designated  in  writing  by  Client  for  each  Account  Number.


                                   - CONFIDENTIAL -                      Page 18
<PAGE>
     9.     TELCO CONFEIDENTIALITY Client hereby acknowledges and agrees that,
            ----------------------
without authorization from a Telco, Client shall not publish or use the name,
service mark or trademark of any Telco in its advertising, telemarketing, direct
mail or other promotions or make any misrepresentations concerning an
affiliation with any Telco with regard to the Billing Transactions or Client's
Services, in the event of a violation of this section, Client shall pay to EBI,
as liquidated damages, for loss of reputation and business good will, and not as
a penalty, $10,000 for each such violation.


  {- End of Schedule II. Exhibits follow. Remainder of page intentionally left
                                    blank - }


                                   - CONFIDENTIAL -                      Page 19
<PAGE>
                                 EXHIBIT "II-A"
<TABLE>
<CAPTION>
                            Telco Billing Contracts
                            -----------------------


<S>                 <C>                  <C>                <C>
Ameritech           - Ohio Bell          NYNEX              - New England Tel
                    - Michigan Bell                         - New York Tel
                    - Indiana Bell
                    - Wisconsin Bell     Pacific Bell       - Pacific Bell
                    - Illinois Bell                         - Nevada Bell


Bell Atlantic       - New Jersey Tel     Southwestern Bell
                    - Bell PA
                    - Diamond State      U.S. West          - Northwest Bell
                    - C&P DC                                - Mountain Bell
                    - C&P MD                                - Pac NW Bell
                    - C&P VA
                    - C&P WVA            Alltel


Bell South                               Cincinnati Bell


GTE                 - GTE North          Illuminet
                    - GTE Florida
                    - GTE South          NECA
                    - GTE South West
                    - GTE California     SNET
                    - GTE West
                    - GTE North West     Sprint United      - United Florida
                    - GTE Hawaii                            - CT & T
                                                            - United Indiana
                                                            - United Midwest


GTE Contel          - GTE North Contel
                    - GTE South Contel
                    - GTE S-W Contel     Telecom Canada
Citizens Telephone
</TABLE>

All programs are subject to initial and continuing Telco approval and can be
terminated at any time. Additional Telcos may be available for service, subject
to Telco approval, upon EBI review and recommendation. The above information is
generally current at the time of printing and is to be used for informative
purposes only. The information contained in this Exhibit is subject to change
without notice. Inclusion in the above list docs not indicate or imply that the
name Telcos approve the program(s) contemplated under this Agreement, EBI makes
no promise or guarantee that this information is constant, permanent, all
inclusive and/or final.


                                   - CONFIDENTIAL -                      Page 20
<PAGE>
                                 EXHIBIT "II-B"
                                  TELCO RETURNS
                                  -------------
                    MATCHING PROCESS & ALLOCATION METHODOLOGY
                    -----------------------------------------
Rejects:
--------

     Full Key:      Bill To Number (BTN)
                    Originating Number Terminating Number Call Date
                    Call Time      (Seconds excluded)
                    Call Duration  (Seconds excluded)

A reject call record that matches a history record based on the above Full Key
is considered an exact match and is returned to the Client with the EBI return
code in position 70-71,

Unbillables:
------------

     Full Key:      Bill To Number (BTN)
                    Originating Number Terminating Number Call Date
                    Call Time      (seconds excluded)
                    Call Duration  (seconds excluded)

An unbillable call record that matches a history record based on the above
FullKey is considered matched and is returned to the Client with the EBI return
code in position 70-71.

If the total matched data is less than the unbillable amount charged by the
Telco, a non-specific allocation is applied to the shortfall. The non-specific
allocation methodology is based on each Client's specific unbillable experience
compared to the total specific unbillable amount for each particular Telco.

ADJUSTMENTS 45O1XX:
-------------------
     PASS # 1-FULL KEY:  BILL TO NUMBER (BTN)
                         Originating Number Terminating Number Call Date
                         Call Time (seconds excluded)
                         Call Duration (seconds excluded)

An  adjustment call record that matches a history record based on the above Full
Key  is  considered matched and is returned to the Client with the original call
record  that  it  matched.

     Pass # 2-Partial Key:    Bill To Number (BTN) - Optional\Required
                              Originating Number   - Optional\Required
                              Terminating Number   - Optional
                              Call Date            - Optional
                              Call Time            - Optional
                              Call Duration        - Optional


                                   - CONFIDENTIAL -                      Page 21
<PAGE>
                                 EXHIBIT "II-B"

                                  TELCO RETURNS
                                  -------------
                    Matching Process & Allocation Methodology
                   ------------------------------------------

An adjustment call record that matches a history record based on matching a
minimum of four (4) keys, which must include one (1) of the Optional\Required
keys in the above Partial Key, is considered matched and is returned to the
Client with the original call record that it matched. The adjustment amount may
not be greater than the history record amount.

     Pass # 3- Matrix Key:    Bill To Number (BTN) - Optional/Required
                              Originating Number   - Optional/Required
                              Terminating Number   - Optional/Required
                              Call Date            - Optional
                              Call Time            - Optional
                              Call Duration        - Optional

An adjustment call record that matches a history record based on matching a
minimum of four (4) keys, which must include one (1) of the Optional/Required
keys in the above Matrix Key is considered matched and is returned lo the Client
with the original call record' that it matched, The adjustment amount may not be
greater than the history record amount.

All BTN's contained in Telco Returns are compared to a BTN split table to
determine if BTN was involved in an area code split. If the BTN was involved in
an area code split, the previous & current NPA is utilized in the matching
process.

All adjustment call records that fail the Full, Partial or Matrix Key matching
process are combined with the 4550XX adjustment records and are matched
utilizing the Bulk Match process,

ADJUSTMENTS 455OXX:
-------------------
     Bulk Match Key:     Bill To Number (BTN)
                         Call Date
                         CIC

Bulk logic is a one-to-many matching process and utilizes the call date to
                -----------
determine the calls eligible for matching. All call dates equal or older than
                                                          --------------
the Telco taps date are considered eligible. Matching is conducted in LIFO order
up to the value of the adjustment call record. Matched call records are
eliminated from the eligible pool after they have been adjusted to their
original value, This elimination is based on the process run dale regardless of
the number of files (tapes) being processed for a given Telco within a
particular run.

An adjustment call record that matches a history record based on Bulk Match
logic is returned to the Client with the original call record or records that it
matched. Because the Bulk Match logic will allow matching to many records, it
also allows matching to one or more Clients. Therefore, the returned 4550XX
adjustment record may be included in more than one Clients return detail
information.

If the total combined matched data is less than the adjustment amount charged by
the Telco, a non-specific allocation is applied to the shortfall. The
non-specific allocation methodology is based on each Client's specific
adjustment percentage in comparison to the total specific adjustment.


                                   - CONFIDENTIAL -                      Page 22
<PAGE>
                                  EXHIBIT "II-B"
                                  TELCO RETURNS
                                  -------------
                    MATCHING PROCESS & ALLOCATION METHODOLOGY
                    -----------------------------------------

If  the  Telco fails to provide data for the End-User adjustments, and therefore
no  matching  can  be  performed for that particular Telco, EBI will utilize the
following  methodology  to allocate the adjustment amount reflected on the Telco
PAR  statement.  The  non-specific  allocation  methodology  is  based  on  the
understanding  that  when  a  Telco  reports  End-User  adjustments  on  the PAR
statement, those adjustments are generally related to billings from both the PAR
month  and  the  month prior to the PAR month. Therefore, EBI uses each Client's
billing  activity  for  these  two months, coupled with an historical adjustment
percentage  for each Client, as the basis for the allocation of the nun-specific
adjustments.

For  instance,  if  the  Telco  reports  End-User adjustments on the October PAR
statement,  EBI  would  use  June,  July  and  August  to  derive  an historical
adjustment  experience  percentage  by  Client, This would result in a basis for
allocation  applied  to  September  and October billing which would generate the
non-specific  allocation  percentage  for  each  Client  that is utilized in the
reconciliation  of  the  October  PAR.

To  determine the non-specific adjustment allocation percentage for each Client,
EBI  performs  the  following  steps:

     Step 1 - Identify all Clients that deposit to that particular Telco for the
     given  two-month  period.

     Step  2-  Determine  the  actual billings deposited for each Client to that
     particular  Telco  as  the  basis  for  allocation.

     Step  3  -  For  all Clients identified in Step 2, determine the historical
     adjustment  percentage.  This  percentage  is based on the Telcos that have
     provided  each  Client  with  a  50%  or  higher  of  detailed adjustments.

     Step  4  -  Multiply the actual billings amount in Step 2 by the historical
     adjustment  percentage  in  Step  3  for  each  Client.

     Step  5-  Determine each Client's percentage of the sum total of the Step A
     calculation.

     Step  6  -  Allocate  the non-specific adjustment for that particular Telco
     based  on  the  weigh  led  percentages  determined  in  Step  5.

For  example, XYZ Telco has applied $50,000 adjustment amount to the PAR without
supporting data. The Clients who deposited in XYZ Telco would receive allocation
in  the  following  manner:


                                   - CONFIDENTIAL -                      Page 23
<PAGE>
<TABLE>
<CAPTION>
                                 EXHIBIT "II-B"
                                  Telco Returns
                                  -------------
                    Matching Process & Allocation Methodology
                    -----------------------------------------


Step 1      Step 2     X      Step 3       =    Step 4             Step 5              Step 6
--------  ----------  --- -------------  ----  ---------  ------------------------  ------------
<S>       <C>         <C>  <C>            <C>  <C>        <C>                       <C>
--------  ----------  --- -------------  ----  ---------  ------------------------  ------------
Client #  Billings-        Historical          Step 2 x         Each Clients'       $ Allocated
          Deposited        Adjust %            Step 3         contribution in        (% in Step
          With XYZ         Telco >50%                        relation to total           5x
          Telco for        supporting                     in Step 4 (% of 123,200)    $ 50,000)
          Sept &           detail for
          October          June, July &
                           August
--------  ----------  --- -------------  ----  ---------  ------------------------  ------------
111       $   55,000  X              10%    =  $   5,500                     4.46%  $     2,230
--------  ----------  --- -------------  ----  ---------  ------------------------  ------------
222       $  160,000  X              15%    =  $  24,000                    19.48%  $     9,740
--------  ----------  --- -------------  ----  ---------  ------------------------  ------------
333       $   35,000  X              22%    =  $   7,700                     6.25%  $     3,125
--------  ----------  --- -------------  ----  ---------  ------------------------  ------------
445       $  220,000  X              35%       $  77,000                     62.5%  $    31,250
--------  ----------  --- -------------  ----  ---------  ------------------------  ------------
555         3300,000  X               3%    =  $   9,000                     7.31%  $     3,655
--------  ----------  --- -------------  ----  =========  ========================  ============
                                               $ 123,200                   100.00%  $    50,000
                                               ---------  ------------------------  ------------
</TABLE>



Uncollectibles 4601XX & 4650XX (Used for True-Ups):
---------------------------------------------------

     Write-Off Match Logic:     Bill To Number (BTN)
                                Call Date
                                CIC

Uncountable write-off logic is a one-to-many matching process and utilizes the
write-off date to determine the calls eligible for matching. All call dates
equal or. older than the write-off record date are considered eligible. Matching
is conducted in "last-in-first-out" order up to the value of the write-off
record. Matched call  records eliminated, from the  eligible pool after they
have been adjusted to their original value. This elimination is based on the
process run date regardless of the number of files (tapes) being processed for a
given Telco for a particular run.

A write-off record that matches a history record based on write-off logic is
returned to the Client with the BTN, write-off date and matched amount. The
total of all matched write-offs is referred to as the "Specific Write-Off".

If the total of all Client's Specific Write-Offs is less than the write-off
amount charged by the Telco, a "Non-Specific Write-Off" is applied to each
Client for the shortfall. The Non-Specific Write-Off is based on each Client's
Specific Write-Off in comparison to the total of all Specific Write-Offs. For
example, if a Client's Specific Write-Off is 10% of the total of all Specific
Write-Offs, then they will be allocated a Non-Specific Write-Off of 10% of the
aforementioned shortfall. The Client's Specific Write-off and Non-Specific
Write-Off together make up the Client's "Write-Off Allocation" for a particular
True-Up.

If the Telco fails to provide adequate data for the write-off matching and,
therefore, no matching can be performed for that particular Telco, EBI will
utilize the following methodology to determine the Write-Off Allocation, used to
apply the write-off amount reflected on the Telco PAR statement. Client will
only be responsible for the write-off for customers it billed (BTN's). This
non-specific write-off allocation methodology is based on each Client's
experience of detailed write-offs over a 12 month period, for Telcos that do
provide write-off detail, coupled with each Client's billing activity for the
three months prior to the Telco write-off date.


                                   - CONFIDENTIAL -                      Page 24
<PAGE>
                                 EXHIBIT "II-B"
                                  Telco Returns
                                  -------------
                    Matching Process & Allocation Methodology
                    -----------------------------------------

To determine the non-specific write-off allocation percentage for each Client,
EBI performs the following steps:

     Step 1 - Identify all Clients that deposited to that particular Telco for
     the applicable months.

     Step 2- Identify each Client's deposited dollars to that particular Telco
     for the applicable month:.

     Step 3 - For ail Clients identified in Step 1, determine each Client's
     historical write-off percentage based on the various Telcos that have
     provided each Client with 50% or greater of actual write-off detail over a
     12 month period.

     Step 4- Multiply the deposit amount in Step 1 by the write-off percentage
     in

     Step 3 For each Client.

     Step 5 - Determine each Client's percentage of the sum total of the Step 4
     calculation.

     Step 6 -Allocate the non-specific write-off amount for the Telco based on
     the weighted percentage:-. determined in Step 5.

For example, XYZ Telco has applied 350,000 write-off amount to the PAR statement
without  supporting detail. The Clients who deposited in XYZ Telco for this time
period  would  receive  allocation  of  the  550,000  in  the  following manner:


<TABLE>
<CAPTION>

Step 1      Step 2     X     Step 3      =    Step 4             Step 5              Step 6
--------  ----------  --- ------------- ---- ---------  ------------------------  ------------
<S>       <C>         <C>  <C>          <C>  <C>        <C>                       <C>

Client #  Actual           Historical        Step 2 x         Each Clients'       $ Allocated
          Billing          Write-Off %       Step 3          contribution in       (% in Step
          Deposited        Telco >50%                      relation to total            5x
          In XYZ           supporting                   in Step 4 (% of 123,200)  $    50,000)
          Telco            detail
--------  ----------  --- ------------- ---- ---------  ------------------------  ------------
111       $   55,000  X            10%    =  $   5,500                     4.46%  $     2,230
--------  ----------  --- ------------- ---- ---------  ------------------------  ------------
222       $  160,000  X            15%    =  $  24,000                    19.48%  $     9,740
--------  ----------  --- ------------- ---- ---------  ------------------------  ------------

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

--------  ----------  --- ------------- ---- ---------  ------------------------  ------------
333       $   35,000  X            22%    =  $   7,700                     6.25%  $     3,125
--------  ----------  --- ------------- ---- ---------  ------------------------  ------------

--------  ----------  --- ------------- ---- ---------  ------------------------  ------------
445       $  220,000  X            35%       $  77,000                     62.5%  $    31,250
--------  ----------  --- ------------- ---- ---------  ------------------------  ------------
555         3300,000  X             3%    =  $   9,000                     7.31%  $     3,655
--------  ----------  --- ------------- ---- ---------  ------------------------  ------------
                                             $ 123,200                   100.00%  $    50,000
                                                        ------------------------  ------------
</TABLE>

True-Up Procedure:

Once Clients Write-Off Allocation has been determined, it is compared to the
Telco Holdback reserved for (he period being trued-up, and the difference, if
any, is reported on a True-Up Summary report. A positive difference (i.e. Telco
Holdback was greater than the Write-Off Allocation) will be remitted to Client,
while 3 negative difference (i.e. Telco Holdback was less than the Write-Off
Allocation) will be paid by Client.


                                   - CONFIDENTIAL -                      Page 25
<PAGE>

                                 EXHIBIT "II-C"
                    DELIVERY Schedule of Reports & Data Files
                    -----------------------------------------

          The following reports and data files are available via FTP:
<TABLE>
<CAPTION>

Report/Data File                          Day Available
----------------                          -------------
<S>                                       <C>
Confirmation Report                       Within 24 hours of Client posting
Call Acceptance Transmittal Data File     Friday and/or Tuesday by 5:00pm PST
Edit Reject Data File                     Friday and/or Tuesday by 5:00pm PST

IGT Inquiry Services Data Files           Monday After 5:OQpm PST
IGT Cancellation Request Data Files       Monday thru Friday (if applicable) by 5:00pm PST

Telco Unbillable Data Files               Friday After 5:00pm PST
Telco Adjustment Data Files               Friday After 5:00pm PST
Credit Unbill Data File                   Thursday After 5:00pm PST

Telco Uncollectable Data Files            Friday by 5:00pm PST

Payment Summary Data File                 Thursday After 5:00 PST
Payment Unbill Data File                  Thursday After 5:00 PST
Payment Recourse\Holdback Data File       Thursday After 5:00 PST



The Following reports are available on
--------------------------------------
 the online web directory
 ------------------------

Deposit
-------
Call Acceptance Summary                   Friday and/or Tuesday by 5:00pm PST
Special Message Summary                   Friday and/or Tuesday by 5:00pm PST


Chargeback                                Monday After 5:00pm PST
----------
Integretel Adjustment Summary             Monday After 5:00pm PST
Integratel inquiry Comments               Monday After 5:00pm PST
LEG Adjustment Summary                    Monday After 5;00pm PST
LEG Unbills Summary                       Monday After 5:00pm PST
LEG Write Off Summary                     Monday After 5:00pm PST
LEG Recovery Summary


Settlement                                Wednesday After 5:00pm PST
----------
Monthly Performance Status Report         Wednesday After 5:00pm PST
Settlement Statement Report               Wednesday After 5:00pm PST
Settlement Status Report                  Wednesday After 5:00pm PST
Settlement Status Excef Spreadsheet       Wednesday After 5:00pm PST
Payment Summary Report                    Wednesday After 5:00pm PST
Payment Summary Excel Spreadsheet         Wednesday After 5:00pm PST
Unbiil Report                             Wednesday After 5:00prn PST
Unbiil Excel Spreadsheet                  Wednesday After 5:00pm PST
Recourse\Holdback Report                  Wednesday After 5:00pm PST
Recourse\Holdback Excel Spreadsheet       Wednesday After 5:00pm PST
True-Up Summary Reports                   Wednesday After 5:00pm PST
Telco Returns Detail Listing Spreadsheet  Wednesday After 5:00pm PST
Detail Reconciliation Report              Wednesday After 5:00pm PST
True up Summary (Actual) Report
</TABLE>


                                   - CONFIDENTIAL -                      Page 26
<PAGE>
<TABLE>
<CAPTION>

                                                       EXHIBIT "II-D"
                                                        Telco Fees
                                                        ----------

                                                       Interstate  Interstate  Bulk 4250   SSM 010118  Pay/Call 010116   End-User
Telco Group        SID     Telco Name     Bill Render   Per Msg.    Per Msg.    Per MSg.    Per Msg.       Per Msg.       Adjust
<S>                <C>   <C>              <C>          <C>         <C>         <C>         <C>         <C>               <C>
Ameritch           9321  Ohio Bell             0.4879      0.0535      0.0535     0.1070       0.1070           0.2996       9.63
                   9323  Michigan Bell         0.4560       0.050       0.050      0.100        0.100           0.2800       9.00
                   9325  Indiana Bell          0.4560       0.050       0.050      0.100        0.100           0.2800       9.00
                   9327  Wisconsin Bell        0.4560       0.050       0.050      0.100        0.100           0.2800       9.00
                   9329  Illinois Bell         0.4560       0.050       0.050      0.100        0.100           0.2800       9.00
Verizon            9102  New Eng Tel           1.1100       0.020       0.020     0.1350       0.1350           0.2500      15.00
                   9104  New York Tel          1.1100       0.020       0.020     0.1350       0.1350           0.2500      15.00
                   9205  New Jersey Tel        1.1100       0.020       0.020     0.1350       0.1350           0.2500      15.00
                   9208  Bell Penn.            1.1100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
                   9210  Diamond State         1.1100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
                   9211  C&P DC                1.1100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
                   9212  C&P MD                1.1100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
                   9213  C&P VA                1.1100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
                   9214  C&P WVA               1.1100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
Bell South         9417  Bell South            0.5170      0.0390      0.0390   .079+2.5%      0.0390         .079+2.5%      6.40
GTE Companies       169  GTE North             0.9100      0.0200      0.0200      0.135        0.135           0.2500      15.00
                    328  GTE Florida           0.9100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
                    479  GTE South             0.9100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
                   2080  GTE S-West            0.9100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
                   2319  GTE California        0.9100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
                   2320  GTE West              0.9100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
                   2416  GTE N-West            0.9100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
                   3100  GTE Hawaii            0.9100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
GTE Contel          170  GTE N-Contel          0.9100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
                    480  GTE S-Contel          0.9100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
                   2081  GTE SW Contel         0.9100      0.0200      0.0200     0.1350       0.1350           0.2500      15.00
Citizens Tel       2308  Citizens Tel               -       .1275       .1275      .3775        .1275           0.3775          -
Pacific Bell       9740  Pacific Bell           .3632      0.0300                                               0.2800       9.00
Nevada Bell        9742  Nevada Bell           0.4632      0.0300                                               0.6500       9.00
Southwestern Bell  9533  S-West Bell           0.4132      0.0300      0.0300     0.2800       0.3000           0.2500       9.00

U.S. West          9631  North West Bell       1.4500      0.0000      0.0000     0.0000       0.0000           0.0000      1.250
                   9636  Mountain Bell         1.4500      0.0000      0.0000     0.0000       0.0000           0.0000      1.250
                   9638  PAC N-W Bell          1.4500      0.0000      0.0000     0.0000       0.0000           0.0000      1.250
Antel              9995  Alltel                0.6890      0.0925      0.0925     0.0925       0.0925           0.0975          -
Cincinnati Bell    9348  Cincinnati Bell       0.7300      0.3300      0.3300     0.3300       0.3300           0.0330      15.00
Illuminet          9999  Illuminet                  -       0.800       0.800      0.800        0.800            0.800          -
NECA               9996  NECA                       -       0.550       0.550      0.550        0.550            0.550          -
SNET               9147  SNET                  0.5533      0.1174      0.1174     0.1174       0.1174           0.2968          -
Sprint United       341  United Florida        0.4100       0.200       0.200      0.200        0.200            0.200       2.00
                    470  Carolina AT&T         0.4100       0.200       0.200      0.200        0.200            0.200       2.00
                    832  United Indiana        0.4100       0.200       0.200      0.200        0.200            0.200       2.00
                   9993  United Midwest        0.4100       0.200       0.200      0.200        0.200            0.200       2.00
Telcom Canada      8050  Telcom Canada              -       0.560       0.560      0.560        0.560            0.560          -
</TABLE>

Above information is current at the time of printing and is to be used for
informative purposes only. The information contained in this exhibit is
consisten, permanent, all inclusive and/or final and is subject to change
without notice.

The US West End-User Adjustment Fee is based on each line item adjusted


                                   - CONFIDENTIAL -                      Page 27
<PAGE>
                SCHEDULE VI - SERVICE Order for END-USER INQUIRY
                ------------------------------------------------

          This Service Order for End-User Inquiry ("Service Order") shall be
effective as of the Effective Date of the Agreement ("Order Date") and shall
remain in full force and effect as long as there is in effect a valid service
order for either PhoneBill or DirectBill services.

          1.     SERVICE ORDER SUMMARY. This Service Order shall generally
                 ----------------------
include: i) Referral or transfer of End-User inquiries to Client, ii) Handling
by EBI of End-User Inquiries under certain circumstances in accordance with
Inquiry Guidelines and Inquiry Standards, each as defined herein.
          2.     CLIENT-HANDLED INQUIRIES. Client may elect, by written notice
                 -------------------------
to EBI, to provide Us own End-User Inquiry support provided, however, that
Client is able to continually meet the performance requirements set forth on
Exhibit Vl-A (the "Inquiry Standards"), attached hereto. EBI shall refer or
transfer End-User Inquiries to Client based on mutually agreeable procedures.
Notwithstanding the previous sentence, in the event that an End-User refuses to
be referred or transferred to Client or otherwise initiates a subsequent Inquiry
and expresses dissatisfaction with Clients handling of such End-User's original
Inquiry, than EGI may handle such subsequent Inquiry in accordance with the
Inquiry Guidelines. If EBI determines, in its reasonable discretion, that
Client's End-User Inquiry support is unsatisfactory, EBI may elect to provide
End-User Inquiry support immediately upon written notice to Client.

          3.     EHANDLED INQUIRIES. in the event Client has not elected to
                 -------------------
handle End-User Inquiries or if otherwise Client has been unable to meet the
performance requirements set forth above, then EBI shall handle End-User
Inquiries in accordance with its standard procedures or otherwise as mutually
agreed to by the parties (the "Inquiry Guidelines"). Client agrees to cooperate
with EBI with respect to End-User Inquiries including, without limitation,
providing originating numbers, locations, applicable rate tables, and detailed
written and/or electronic End-User authorizations, such as letters of agency, as
requested by EBI. EBI and Client shall establish a contact within each
organization for the purpose of resolving End-User Inquiries. When subscription
authorization is required, Client shall provide EBI with a toll-free number
and/or a data file to access End-User subscription information.

               (a)     Adjustments. EBI shall use reasonable efforts to sustain
                       ------------
billing charges in accordance with the inquiry Guidelines. However, EBI shall
not be required hereunder to commence any litigation or take any other form of
action to enforce collection of bills rendered to End-Users except as expressly
provided in an applicable service order between the parties.

               (b)     Regulatory Complaints. EBI shall respond to any
                       ----------------------
regulatory complaints made by End-Users and forwarded to EBI by a regulatory
agency and shall provide a copy of such response to Client upon request.

{- End of Schedule VI. Exhibits follow. Remainder of page intentionally left
blank. -}


                                   - CONFIDENTIAL -                      Page 28
<PAGE>
                                 EXHIBIT "VI-A"
                                INQUIRY STANDARDS
                                -----------------

End-User inquiry shall be performed by Client or EBI (each in this context a
"Provider") in accordance with the following Inquiry Standards:

1.   Provider shall maintain a toll-free telephone number through which
     End-User's initiate inquiries. Where practical, such number shall be
     prominently displayed on the End-User's bill.

2.   Provider shall answer 80% of all End-User Inquiries, with a live Client
     service agent, within 90 seconds.

3.   Provider shall have adequate Client service staff available to support
     End-User Inquiries between the hours of 8:00 am and 5:00 pm for all time
     zones where End-Users reside.

4.   Provider shall not allow calls to be routed to a voicemail! function during
     required service hours (live agent must answer all calls).

5.   Provider shall maintain a call abandon rate less than or equal to 5% of
     inbound calls.

6.   Provider shall respond to written End-User Inquiries, in writing, within 15
     days of receipt.


                                   - CONFIDENTIAL -                      Page 29
<PAGE>