Letter Agreement, IDT Puerto Rico & Co. and Registrant, dated November 25, 2003



 Exhibit 10.4 
  

			
	

	 	 IDT Puerto Rico & Co.
 5108 Ganges Street,
 El Paraiso Industrial Park,
 Rio Piedras, Puerto Rico 00926
 P (787) 620-0440
 F (787) 620-0431


  
 CONFIDENTIAL 
  
 November 26, 2003 
  
 Mr. Yu Wen Ching 
 American Telecom Services
Corporation 
 1191 Huntington Drive, Suite 311 
 Duarte, CA
91010-2400 
  

	Re:	Letter Agreement 

 Our Reference# 15995:

  
 Dear Mr. Yu: 
  
 This Letter Agreement (“Agreement”), effective as of the date
executed by the last to sign of the parties (“Effective Date”), between IDT Puerto Rico & Co. (“IDT”), a Puerto Rico corporation, located at Ganges Plaza, 108 Ganges Street, El Paraiso Industrial Park, Rio Piedras, Puerto
Rico 00926, and American Telecom Services Corporation a Delaware corporation (“Customer”) located at 1191 Huntington Drive, Suite 311, Duarte CA 91010-2400 memorializes the obligations of the parties in connection with cordless landline
telephone sets including a pre-programmed prepaid residential service account button (“Telephones”) provided by Customer. IDT, through one or more of its Affiliates, provides long distance telecommunication and debit platform services,
customer services and wholesale minutes (“Services”) to support prepaid long distance telecommunication services accounts (“Account” or “Accounts”). Customer desires to purchase Accounts from IDT with such Services. The
Telephones shall be linked to the Services through a programmed key on the Telephone sets. The Telephones shall be distributed to Customer’s retail outlets and subsequent resale to consumers (“End Users”). The term
“Affiliate” means an entity controlling, controlled by, or under common control with the specified Party, with control meaning (a) owning directly or indirectly more than 50% of the outstanding voting equity interests of an entity or (b)
having the right directly or indirectly to appoint a majority of members of the board or other body which directs the management and policies of an entity. 
  

	1.	CUSTOMER OBLIGATIONS. 

  

	 	(a)	Upon execution of this Agreement, Customer will use commercially reasonable efforts to provide the product functionality for the Telephones as set forth in the attached Exhibit D.
Subject to Section 5 below, Customer further agrees to design the packaging for the Telephones combined with the Accounts provided by IDT as mutually agreed upon by the parties. Customer acknowledges that the Accounts and any retail packaging or
materials relating to the same shall include information necessary to comply with FCC regulations as mutually agreed upon by the parties and provided for by IDT. 

  

	 	(b)	Customer agrees to provide all End User customer and technical support relating to the Telephones and any related hardware functionality. 


 IDT Legal Forms; Letter Agreement 







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	 	(c)	Customer shall specify, in writing from time to time, to IDT (the “Account Order”) the aggregate number of initial Accounts to be produced by IDT, the denominations of the
Accounts, the number of each such denomination to be produced by account value, and Customer’s production centers to which IDT shall deliver the Accounts to be packaged with the Telephone sets. 

  

	 	(d)	If at the point of termination of the Agreement under Section 12 or 13 below, the number of Accounts unactivated is more than [Subject to a request for confidential treatment;
Separately filed with the Commission] Accounts, then for all Accounts above [Subject to a request for confidential treatment; Separately filed with the Commission] the charge shall be [Subject to a request for confidential treatment;
Separately filed with the Commission] per Account up to a maximum charge of [Subject to a request for confidential treatment; Separately filed with the Commission]. 

  

	 	(e)	Customer will reimburse IDT for active Accounts lost due to theft, loss or other casualty occurring following delivery of the Accounts to Customer based on the wholesale value of
the Promotional Minutes. Upon notification of Accounts being stolen, IDT shall terminate the account and. any unused value in the Account will not be billed to Customer. 

  

	 	(f)	Customer will use commercially reasonable efforts to resolve all End User disputes regarding Telephones within a commercially reasonable amount of time. 

  

	2.	IDT OBLIGATIONS. 

  

	 	(a)	During the term and subject to the terms and conditions contained herein, IDT agrees to provide Customer with the functionality as described in the technical requirements schedule
at Exhibit D, which is executed and delivered by the Parties (the “Technical Requirements”). Customer or IDT may deem it necessary or appropriate from time to time to add other functionality, reduce, or change the scope of IDT’s
responsibilities (a “Service Change”). Either Party may make a proposal for a Service Change, whereupon the Parties shall mutually evaluate feasibility, manner and timing for implementation, impact on pricing, impact on performance
requirements and all other relevant matters. A Service Change shall not be implemented unless and until the Service Change is approved by both Parties. If the Service Change is approved by the Parties, the Service Change shall be implemented by IDT
within a timeframe mutually agreed upon by the parties. An approved Service Change shall be set forth in a written amendment to the applicable Technical Requirements, which amendment shall be signed by authorized representatives of the Parties.


  

	 	(b)	In compliance with regulatory requirements, IDT will provide End Users with notice that Services are being provided by IDT, as follows: “Services provided by IDT” or
“Service powered by IDT,” at IDT’s discretion. 

  

	 	(c)	IDT will use commercially reasonable efforts to resolve all End User disputes regarding Services within a commercially reasonable amount of time. 

  

	 	(d)	Subject to FCC and other applicable regulations and compliance with Customer notice and consent requirements, IDT agrees to use commercially reasonable efforts to provide Customer
with End User information. Neither party shall market additional products or services to the End Users using the information collected from End Users, as set forth in the Technical Requirements under this Agreement, without the prior written
agreement of the other party. 








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	3.	REPORTS. IDT shall provide to Customer the reports described in the Technical Requirements at the frequencies provided therein. In addition,
from time to time, Customer may identify additional reports to be generated by IDT and delivered to Customer on an ad hoc or periodic basis. To the extent IDT must dedicate significant labor or resources to the preparation of additional reports that
can only be manually generated or to the implementation of system changes to permit such reports to be electronically generated (other than those set forth in the Technical Requirements), Customer shall reimburse IDT at IDT’s standard time and
material rates for costs incurred by IDT in connection therewith. 

  

	4.	DEACTIVATION. IDT reserves the right to terminate Services to any Account if it determines, in its sole discretion, that End-Users of such Accounts are
actually or allegedly engaged in activities that are illegal, fraudulent or wrongful or which may be harmful to IDT in any way. Customer will be entitled to a refund for the value of the unused portion of any such terminated Accounts. Customer shall
receive a monthly report of all such deactivated Accounts, as set forth in the Technical Requirements. 

  

	5.	MARKETING AND DISTRIBUTION. Customer will use its best efforts to promote, market and distribute the Services in
conjunction with Customer’s Telephones under this Agreement. Customer shall have discretion to decide the methods and channels used to market, promote and distribute the Services. Nothing herein shall limit Customers right to promote, market
and distribute other Telephones that are not bundled with the Services provided by IDT. Customer shall be solely responsible for any expenses associated with marketing and distributing the Accounts and shall submit all promotional, marketing,
inserts at Exhibit B and advertising materials (“Materials”) to IDT for review and approval prior to any use or dissemination. IDT will review and respond to approval requests on Materials in writing within a reasonable period of time, not
to exceed five (5) business days, and will provide the reasons for any rejection. Without limiting the foregoing, IDT shall have the right to approve or reject any marketing or promotional initiatives that require a financial contribution from IDT.
Customer acknowledges that the provision of Services by IDT is regulated by the Federal Communications Commission and applicable state regulatory commissions (“Regulatory Authorities”). Any such materials used or disseminated by Customer
must comply with IDT’s tariffs filed with such Regulatory Authorities, all regulations promulgated by such Regulatory Authorities and any other applicable laws or regulations. IDT agrees to provide Customer with all disclosures required by
Regulatory Authorities that are to be included with the Telephones in a timeframe sufficient to permit Customer to include the disclosures with the Telephones. 

  

	6.	EXCLUSIVITY. IDT agrees that during the Term of this Agreement, IDT will sell Services for use with cordless landline phones in retail outlets
where the Customer has received a purchase order or has a pending agreement for the distribution of the Services in conjunction with the Telephones only in cooperation with Customer. Subject to the above limitation, IDT reserves the right to sell
Services to a competitor of Customer provided that IDT does not create its own brand for such purposes. 

  

	9.	RATES. For each Prepaid Calling Minute used by an End User, IDT shall deduct from such End User’s account a flat fee per minute of Service
used (the “Flat Fee”). 








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	 	(a)	For domestic calls originating within the Continental United States and terminating anywhere within the Continental United States, the Flat Fee shall be $.039 per Prepaid Calling
Minute, exclusive of any payphone surcharge and any charge for calls made by End Users from other than their home telephone number. Other than the Flat Fee, and unless otherwise agreed to by the parties, no additional charges, costs or fees of any
type may be levied or charged on the Service, including, but not limited to, federal, state or local taxes or fees, shall be charged to the End User or Customer (all state, federal and local taxes or fees are included in the Flat Fee and any such
obligations shall the responsibility of IDT). 

  

	 	(b)	For international calls originating in the United States and terminating outside the United States, the Flat Fee per minute shall be determined according to the destination called,
as set forth on Exhibit C hereto. The Parties may change said international rates on mutual agreement from time to time. Recognizing that the international rates may fluctuate due to factors beyond the parties’ control, Customer agrees that IDT
may from time to time submit notice of proportionate changes to the international rates set forth in Exhibit C with explanation in writing to Customer and may only change such rates when IDT corporate-wide cost change dictates that such change must
be made. IDT must immediately notify Customer in writing of all changes affecting the 25 highest traffic volume countries. Rates for other jurisdictions shall be as set forth at Exhibit C. Other than the Flat Fee for international calls, and unless
otherwise agreed to by the parties, no additional charges, costs or fees of any type which may be levied or charged on the Service, including, but no limited to, federal, stat or local taxes or fees, shall be charged to the End User or Customer (all
state, federal and local taxes are included in the Flat Fee and any such obligations shall be the responsibility of IDT). 

  

	10.	FEES AND INVOICING. 

  

	 	(a)	Upon activation by an End User, Customer agrees to pay IDT a sum equal to [Subject to a request for confidential treatment; Separately filed with the Commission] of the total
value of minutes made available to an End User (“Promotional Minutes”). IDT will invoice Customer for Promotional Minutes every two (2) weeks for the initial value of the activated Accounts, less the discount applied. Payment from Customer
shall be due within fourteen (14) days from date of invoice (“Due Date”). Invoices will be based upon data collected by IDT relating to number of activated Accounts, and the dollar face value of activated Accounts. All payments shall be
made to IDT via wire transfer or, with Customer’s consent, by IDT initiated ACH transfer. Any non-disputed payments not received by the Due Date will bear interest at a rate of one and one-half percent (1 1/2 %) per month from the Due Date until paid in full. A deposit (“Deposit”) in an amount to be mutually
agreed upon shall be due from Customer before any Accounts are activated. If a payment is not made within fourteen (14) days of the Due Date, then, in addition to any other remedy available to IDT under this Agreement or at law or equity, IDT may
deduct or offset the payment amount from the Deposit and Recharge Amount due to Customer, provided that the payment is not the subject of a good faith dispute between the parties. Promotional Minutes shall expire not later than ninety (90) days
after first use if the End User does not recharge the Account within that period. 

  

	 	(b)	With regard to Accounts that are recharged by End Users (“Recharge Accounts”), IDT shall be responsible for maintaining all billing, collection and transaction records
with respect to the End User’s renewal and use of the Service, including, but not limited to, all records with respect to payment by a End User through adding cash value to such End User’s Account. IDT agrees to 








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 pay Customer [Subject to a request for confidential treatment; Separately filed with the Commission] of the Net
Revenues collected from End Users on Recharge Accounts. The term “Net Revenues” means gross revenues less any documented chargebacks, refunds, losses due to fraud and any transaction fees as detailed in the attached Schedule 10(b) incurred
by IDT. All payments to Customer on Recharge Accounts shall be made to Customer via wire transfer within seven (7) days of collection from End Users, provided that no such payment shall be made for a sum less than $1,000, in which case the amount
shall be accrued in an account earmarked for Customer and paid with the next payment due to Customer. 
  

	 	(c)	Each party hereto shall maintain reasonably complete, clear and accurate records of all information required to determine the amounts of any payments or transactions under the
Agreement. Each party hereto, upon giving thirty (30) days prior written notice to the other party hereto, and no more than once during any twelve (12) month period, may conduct, at reasonable times during regular business hours and subject to the
Confidentiality Obligations of Section 20, and inspection and audit of the portions of such books and records of the other party as is necessary to verify that such payments, including the amounts thereof, have been made in accordance with the terms
hereof. 

  

	12.	TERM. This Agreement shall continue from the date this Agreement was entered into until the second anniversary of the date on which the first
Account is activated (“Initial Term”) and shall automatically renew for one (1) year terms unless terminated by either party upon at least thirty (30) days written notice prior to the expiration of the Initial Term or any subsequent term
(the Initial Term and any subsequent terms shall collectively be referred to as the “Term”). IDT will be ready to provide Services to support a commercial launch by October 31, 2003. 

  

	13.	TERMINATION. This Agreement may be terminated prior to its expiration upon the occurrence of any of the following: (a) by either party, if one
of the parties shall be declared insolvent or bankrupt; (b) by the non-breaching party, if the other party materially breaches this Agreement which breach is not cured within thirty (30) days of written notice thereof to the breaching party (except
for non-payment by Customer, which is addressed in Section 9 hereof); (c) by IDT or Customer, upon a determination by any governmental authority with jurisdiction over the parties that the provision of the Telephones and/or Services under this
Agreement in the jurisdictions in which the Telephones are being distributed is contrary to existing laws, rules or regulations; (d) by either party if the functionality required under the Technical Requirements at Exhibit D is impossible or highly
impractical, provided that prior to terminating the Agreement pursuant to subsection (c) or (d), the party electing to terminate shall provide written notice to the other party setting forth in reasonable detail the factual basis for such
termination and the parties agree in good faith to attempt to create a solution or workaround, or modify the Technical Requirements or the Services to eliminate the requirement creating the basis for such termination in a manner mutually agreeable
for a period of no less than ten (10) business days after the receipt of such notice and if such agreement is reached or the factual basis for such termination is otherwise resolved, then the Agreement shall not be terminated. Upon termination of
this Agreement for any reason, Customer shall immediately cease production of the Telephones with Service provided by IDT. Should Customer decide, in its sole discretion, to have IDT continue to activate promotional minutes in Inventory, Customer
shall provide IDT with a final accounting setting forth the number of units in retail inventory (“Inventory Units”). IDT will continue to support promotional minutes on Inventory Units until all units are sold, provided that Customer shall
retain the sum of $50,000 in escrow with an escrow agent mutually agreed upon by the parties to cover the cost of the promotional minutes (less a fifteen percent discount) due and payable to IDT. 








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 November
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 Subject to Section 2(d), and with the exception of promotional minutes on Inventory Units, Customer and IDT further agree to
use commercially reasonable efforts to migrate service on Telephones to another licensed telecommunications provider. IDT will migrate programs by either porting over 800 access if there will be a full migration, or by providing new 800 number for
customers calling to recharge. ATS, at its sole cost and expense, shall notify all recharge customers in writing of the change in providers. Notwithstanding anything to the contrary in this Agreement, Customer’s payment obligations under
Section 10(a) above shall survive termination until all Inventory Units are sold and IDT is paid in full for promotional minutes. Should Customer decide, in its sole discretion, to have IDT discontinue activation of promotional minutes in Inventory,
then Customer shall immediately recall all Inventory Units as of the date of said election and shall agree to indemnify and hold IDT as set forth in Section 19 below. 
  

	14.	COMMITMENT LEVEL. The Customer agrees that, in aggregate, the Accounts under this Agreement shall yield the following minimum units commitment
for the relevant time periods (“Commitment Level”) specified herein: 

  

			
	 Milestone

	  	 Unit Sold


	[Subject to a request for confidential treatment; Separately filed with the Commission]	  	[Subject to a request for confidential treatment; Separately filed with the Commission]
		
	[Subject to a request for confidential treatment; Separately filed with the Commission]	  	[Subject to a request for confidential treatment; Separately filed with the Commission]

  
 In the event that the
Customer fails to achieve the minimum Commitment Level for the relevant time period, then IDT, at its sole discretion, shall have the right to (i) terminate the Agreement without further obligation or (ii) re-negotiate the Agreement or specific
terms (pricing). 
  

	15.	OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS. IDT shall be the sole and exclusive owner
of all right, title and interest in and to all patents, copyrights, trademarks, trade secrets or other proprietary rights (“Intellectual Property Right”) its owns, including those relating to the Services, the prepaid calling card platform
(“IDT System”) and all enhancements made thereto as a result of this Agreement and any Technical Requirements. Customer acknowledges that the IDT System constitutes valuable trade secrets of IDT and constitutes Confidential Information
under this Agreement. Customer shall be the sole and exclusive owner of all right, title and interest (including, without limitation, all Intellectual Property Rights) in and to the Telephones (“Customer System”). IDT acknowledges that the
Customer System constitutes valuable trade secrets of Customer and Confidential Information under this Agreement. Nothing in this Agreement shall be deemed to grant to one party, by implication, estoppel or otherwise, license rights, ownership
rights or any other Intellectual Property Rights in any materials owned by the other Party or any affiliate of the other Party. Neither Party shall attempt to register the Intellectual Property Rights of the other Party, or cause any claim, lien or
encumbrance to attach to any Intellectual Property Rights of the other Party nor decompile or reverse engineer any proprietary of the other Party. To the extent that Customer 








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 acquires any patent or other Intellectual Property Rights, Customer shall grant to IDT a royalty-free, nonexclusive,
nontransferable right and license under any such patent or resulting patent for the term of the Agreement. 
  

	16.	INSURANCE. Each Party shall obtain and maintain, at its own cost, the insurance coverages that are described on Schedule 16 as being its respective
responsibility. These insurance coverages do not create or imply any limitation of liability. The Party which is responsible for obtaining and maintaining certain insurance coverages shall provide the other Party with certificates of such insurance
coverages promptly following the date that this Agreement has been executed by both Parties. Each insurance certificate shall provide that the insurance policy shall not be subject to termination without at least thirty (30) days prior written
notice to the certificate holder. A Party responsible for obtaining and maintaining property insurance coverage shall use all reasonable efforts to ensure that the policy contains a provision or endorsement which waives the insurance company’s
right of subrogation against the other Party and its employees, agents, directors and officers in the event of any loss or damage from events within the coverage of the insurance policy. 

  

	17.	USE OF MARKS. Any and all trademarks and trade names that IDT uses are and shall remain the exclusive property of
IDT. Customer has no rights therein and shall not reproduce or use any corporate names, trademarks, service marks, trade names or logos of IDT (collectively “Marks”) without IDT’s express prior written consent. IDT hereby grants
Customer a license to use IDT’s name and logo for the purpose of marketing the Products during the Term or for the period during which IDT provides Services, as contemplated by this Agreement. 

  

	18.	REPRESENTATIONS & WARRANTIES. Each party represents and warrants that: (a) it is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is organized; (b) it has all necessary power and authority to enter into this Agreement and to perform all its obligations hereunder; (c) neither the execution, deliver, or performance of this
Agreement will (i) result in the breach of, or constitute a default under, the terms of any material contract to which it is a party or by which it is bound; (ii) violate its charter or by-laws; or (iii) require the consent or approval of any third
party; and (d) it will perform its obligations hereunder in compliance with all applicable laws, rules and regulations. Customer further represents and warrants that the Telephones do not infringe any Intellectual Property Rights of any third party.
EXCEPT FOR WARRANTIES EXPRESSLY MADE IN THIS AGREEMENT, EACH OF IDT AND CUSTOMER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO CUSTOMER OR IDT (AS APPLICABLE), OR TO ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
REGARDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE (IRRESPECTIVE OF ANY PREVIOUS COURSE OF DEALINGS BETWEEN THE PARTIES OR CUSTOM OR USAGE OF TRADE), OR RESULTS TO BE
DERIVED FROM THE USE OF ANY SOFTWARE, SERVICES, HARDWARE OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT. 

  

	19.	INDEMNIFICATION. Customer shall defend, indemnify and hold IDT at its affiliates harmless from any claims, demands, liabilities, losses,
damages, judgments or expenses related thereto arising out of (i) its breach of the terms of this Agreement, (ii) Customer’s marketing or distribution of the Telephones and/or the Services, including, without limitation, claims of fraud,
misrepresentation or theft arising there from, (iii) any misconduct on the part of Customer, (iv) Customer’s misuse or unauthorized use of the Marks, (v) the design and packaging of the Telephones, and (vi) any claim by









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 a third party that the Telephones, or any portion or combination thereof contemplated under this Agreement, infringes any
patent, copyright, trademark, trade secret, or other proprietary right of a third party, and (vi) any claim by a third party relating to failure to activate promotional minutes following Termination under Section 13, where Customer has elected to
have IDT discontinue service on promotional minutes relating to Inventory Units. In the event IDT acts in good faith in the Customer’s best interest to fulfill the terms of this Agreement in compliance with a request by Customer or to protect
Customer from any loss due to fraudulent use, theft of services or harm to Customer’s reputation, Customer shall indemnify and hold IDT harmless from any claims, demands, liabilities, losses, damages, judgments or expenses related thereto. IDT
shall defend, indemnify and hold Customer harmless from any claims, demands, liabilities, losses, damages, judgments or expenses related thereto arising out of (i) its breach of the terms of this Agreement, (ii) IDT’s misuse or unauthorized use
of the Customer’s Marks, and (iiiv) any claim by a third party that the Services infringe any Intellectual Property Right of a third party. 
  

	20.	CONFIDENTIALITY. Each of Customer and IDT acknowledges that, in the course of dealings between the parties, it will acquire information about
the other party, its business activities and operations, its technical and rate information, of a highly confidential and proprietary nature (“Confidential Information”). Each of Customer and IDT shall hold such Confidential Information in
strict confidence and shall not reveal the same for a period of five (5) years after the termination of this Agreement, except for any information which is: generally available to or known to the public; known to such party prior to the negotiations
leading to this Agreement; or independently developed by such party outside the scope of this Agreement. Neither party shall be in breach of its confidentiality obligations hereunder if the Confidential Information is disclosed pursuant to a
subpoena, judicial or governmental order or requirement, provided that the disclosing party= only makes such disclosure to the extent required and, prior to making such disclosure, takes all reasonable steps to provide prompt and sufficient notice
to the other party so that the other party may contest and/or limit such requirement, subpoena or order. Each of Customer and IDT shall safeguard the Confidential Information of the disclosing party to the same extent that it safeguards its own
confidential materials or data relating to its own business. Except as provided above, neither Customer nor IDT shall reveal any such Confidential Information without the disclosing party’s express prior written consent. The parties agree that
an impending or existing violation of these confidentiality provisions would cause to the disclosing party irreparable injury for which it would have no adequate remedy at law and the disclosing party may be entitled to obtain immediate injunctive
relief prohibiting such violation, in addition to any other rights and remedies available to it. 

  

	21.	LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY RESPECT FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, RELIANCE OR PUNITIVE DAMAGES, WHETHER IN TORT, CONTRACT OR PRODUCT LIABILITY, NOR SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES OR ANY
OTHER COMMERCIAL DAMAGE OF ANY KIND OR NATURE WHATSOEVER. EXCEPT WITH REGARD TO ANY INTENTIONAL MISCONDUCT BY A PARTY, INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS OF EITHER PARTY. IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY WITH RESPECT TO
ANY TELEPHONES OR SERVICES PROVIDED HEREUNDER EXCEED THE AGGREGATE AMOUNT PAYABLE UNDER THE TERMS OF THIS AGREEMENT RELATING TO THE SPECIFIC CARDS GIVING RISE TO ANY CLAIM, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY. 








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	22.	APPROVAL. Whenever prior approval or consent is required in this Agreement, the approval or consent shall be memorialized in writing.


  

	23.	PUBLICITY. Neither party, without the prior written consent of the other party, will make any news release or other public statement or
disclosure regarding the existence of the terms and conditions of all or any part of this Agreement or any discussions or negotiations relating thereto, except as may be required by applicable securities laws, but only upon reasonable advance notice
to, and consultation with, the other party. 

  

	24.	FORCE MAJEURE. IDT shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or
interruption of Services resulting, directly or indirectly, from any cause beyond its reasonable control. Neither Party shall be liable to the other Party or be deemed to be in breach of this Agreement (other than Customer’s obligation to pay
Charges owed IDT pursuant to this Agreement) by reason of any Excusable Delay. A Party experiencing an Excusable Delay in its performance shall immediately notify the other Party by telephone (to be confirmed in writing within three days after the
inception of the Excusable Delay) and shall describe in reasonable detail the circumstances causing such Excusable Delay. The Party experiencing Excusable Delay shall be excused from performance of such obligations so affected by the Excusable Delay
event for the period during which the Excusable Delay event continues and for such time thereafter as is reasonably necessary to overcome the effects of such Excusable Delay. Both Parties shall use all reasonable efforts to overcome or work around
the Excusable Delay event as soon as reasonably practicable. The term “Excusable Delay” shall mean a delay in performance or failure to perform which is due to an event beyond the reasonable control of a Party and shall include, without
limitation, (a) acts of God, weather conditions, explosion, flood, earthquake, or fire; (b) war or threat of war, sabotaging, riot, revolution, civil disturbance or requisition; (c) acts, restrictions, regulations, prohibitions or measures of any
kind on the part of any governmental authority; (d) import and export regulations or embargos; or (e) strikes, lockouts, or other industrial actions or trade disputes. 

  

	25.	CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New
Jersey for contracts executed and to be performed entirely in such State. Subject to and without limiting the provisions of Paragraph 25, exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of, in connection with,
or in relation to this Agreement, or the breach thereof, shall be only in the New Jersey state or federal court having competent jurisdiction. 

  

	26.	ARBITRATION. The parties shall use their best efforts to resolve any disputes between them within a thirty (30) day period, with respect to any
disputed amount of payment due hereunder, payment in full of such amount within ninety (90) days shall be deemed to satisfactorily resolve such dispute. Disputes arising out of this Agreement shall be submitted to binding arbitration pursuant to the
rules of the American Arbitration Association before one arbitrator selected jointly by the Customer and IDT; provided, however, that if the parties fail to select an arbitrator within thirty (30) days after initiation of arbitration, the American
Arbitration Association shall make such selection. The arbitrator shall be governed by the laws of the State of New York in the settlement of any dispute submitted to him or her. The arbitration shall be held in the County and City of New York. The
arbitrator’s award shall be final and judgment may be entered upon it in any court having jurisdiction thereof. 








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	27.	ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all previous proposals, negotiations, representations, commitments writings and all other communications between the parties, both oral and written. No change, amendment, modification, termination or
attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by an authorized signatory of both parties hereto. 

  


	28.	NOTICE. Any notice required to be given by either party to the other shall be deemed given upon receipt only when mailed first class mail or by
nationally recognized overnight courier service, duly addressed and with proper postage, if in writing addressed to the party to whom notice is being given at the address of such party set forth above. 

  

	29.	ASSIGNMENT. This Agreement is not assignable by either party hereto without the consent of the other party. Notwithstanding the foregoing,
either party may assign this Agreement to any of its affiliates or subsidiaries without Customer’s consent; provided that the party assigning the Agreement shall remain liable for the performance of such affiliate or subsidiary.


  

	30.	SEVERABILITY/WAIVER. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or
unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. No waiver by any party of any breach of any provision hereof shall constitute a waiver of any other breach of that or
any other provision hereof. 

  
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INTENTIONALLY LEFT BLANK] 







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 November
26, 2003 
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 Please acknowledge your acceptance of the above Agreement by signing where indicated below. 
  
 Sincerely, 
  

	
	IDT PUERTO RICO & CO.
	
	 /s/


	 By

	
	     President and CEO


	 Name, Title, Date

	
	 Enclosure (as stated)

	
	AGREED TO AND ACCEPTED:
	
	AMERICAN TELECOM SERVICES CORPORATION
	
	 /s/ Yu Wen Ching


	 By

	 Yu Wen Ching, President

	 Name, Title, Date

	
	 By
  

	
 Name, Title, Date









 EXHIBIT A 
 GENERAL INFORMATION 
  
 1. SERVICES

  
 Dialing Capabilities:    X
Domestic         X International 
 Account
Type:             XRetail X Promotional                X Rechargeable 
 Account Denomination: Promotional offerings shall be in minute denominations and retail recharges shall be in dollar denominations. 
  
 2. EXPIRATION DATES 
  
 Activated Accounts will be deactivated three (3) months following their last use unless End User has made any form of Payment on their
Account. 
  
 3. DISCOUNT 
  
 Customer’s discount is [Subject to a request for confidential treatment; Separately
filed with the Commission] of the retail face value of an Account. Account Discounts given by Customer to its Customers shall not impact Customer’s payments to IDT. 
  
 4. CARD ORDER PROTOCALS 
  
 Customer shall submit all Account orders to IDT via email. 
  
 5. OTHER 
  
 End Users may request and be provided with printed call detail and payment records by IDT at a cost agreed to by the parties. This will be paid for by the End User and shall not be a liability for Customer.








 SCHEDULE 10(b) 
 TRANSACTION FEES 
  

			
	Fee Schedule	  	 
		
	 Transaction Type

	  	 Fee


	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*
	 *
	  	*



	*	[Subject to a request for confidential treatment; Separately filed with the Commission] 









									
	 	  	Account (SE)
Number

	  	Company Name

	  	Discount Rate
- Contract

	  	Payment
Frequency
Description


	 *
	  	 	  	 	  	*	  	*
	 *
	  	 	  	 	  	*	  	*
	 *
	  	 	  	 	  	*	  	*
	 *
	  	 	  	 	  	 	  	 
	 	  	*	  	 	  	*	  	*
	 	  	*	  	 	  	*	  	 
	 	  	*	  	 	  	*	  	 
	 	  	*	  	 	  	*	  	 
	 *
	  	 	  	 	  	 	  	 
	 	  	*	  	 	  	*	  	*
	 	  	*	  	 	  	*	  	 
	 	  	*	  	 	  	*	  	 
	 	  	*	  	 	  	*	  	 



	*	[Subject to a request for confidential treatment; Separately filed with the Commission] 








 SCHEDULE 16 
 INSURANCE 







 EXHIBIT B 
 INSTRUCTIONAL INSERTS 
  
 ATC/IDT Service
Instructions and Instructional Inserts 
  
 Payment Instructions

  
 Activating the free service 
  
 Setup instructions for promotional prepaid residential long distance service: 
  
 Step 1: Plug telephone into wall-jack and charge handset for 24 hours. 
  
 Step 2: Press the “Talk” button for dial tone and then press the “LDS”
button for immediate connection to service platform 
  
 Step 3: Provide the
customer service representative or automated system with activation information (confirmation of home telephone number, the name of the retailer where the telephone was purchased and the PIN number that is included on the accompanying calling card).

  
 Once you have provided the required information, you will be able to use your
promotional minutes as prepaid residential long distance service, directly from your new telephone, or as a calling card from any other telephone1. 
  
 Making the first payment

  
 Each time that you make a call during the promotional period, you will be told
the amount of minutes left for promotional calling; when the balance on your promotional minutes reaches zero, or at any time thereafter, you will be automatically routed to an IDT customer service representative where you will have the opportunity
to make a payment in the amount that you choose (between $10 and $100), allowing for continued use of your prepaid residential long distance service and the accompanying calling card. 
  
 You may choose then to make a payment at any time, in order to continue to recharge your prepaid residential long distance service.

  
 If you opt to continue using the service, you will speak with a live customer
service representative or interact with an automated system that will take your credit card information, name, and billing address. This information will be used to process your initial payment and will be stored in our system for all future
payments. You will have the opportunity to change the information that we have on record at any time. 
  
 recharge: Adding funds to the account 
  

 1 A service charge will be applied to
all calls made from any telephone outside of the home. 







 Following your initial payment or at any time of your choosing, you may instruct the customer service representative to
automatically charge your credit card for a prescribed amount between $10 and $50 after the balance falls below $5.00, allowing for uninterrupted service. 
  
 As an alternative, you will be notified when your prepaid balance falls below $5.00 and will then be able to access an automated system to manually add funds to your
account. Adding promotional services that are bundled with an expansion handset 
  
 Some expansion handsets that you purchase will come with additional free minutes. To add these free minutes to your existing account, simply choose the customer service option after pressing your LDS button and give
the representative your expansion set PIN and the telephone number that is associated with your account. They will immediately credit your account with the appropriate value. 
  
 Moving? 
  
 Just press the LDS button and speak with a customer service representative. They will verify your existing information and set your service up to work at
your new location. 







 Calling 
  
 Calling from the phone 
  
 Dialing instructions for Prepaid Residential Long Distance Service: 
  
 Step 1: Press the “Talk” button to hear dial tone 
 Step 2: Press the “LDS” button to access the prepaid
residential long distance platform 
 Step 3: At prompt, dial: 
  
 For Domestic calls and calls to Canada, dial 1 + Area Code + Local Number. 
 For International calls, dial 011 + Country Code + City Code + Local Number. 
 Calling from a remote location 
  
 Dialing Instructions for the Mobile Calling Card: 
  
 1. Dial 1-800-837-5780, wait for greeting. 
  
 2. Enter PIN # from your Mobile Calling Card when prompted: 
  
 3. At prompt, dial: 
  
 For Domestic calls and calls to Canada, dial 1 + Area Code + Local
Number.  
 For International calls, dial 011 + Country Code + City Code + Local Number.  
 For additional calls, don’t hang up. Just press the [#] key 3 times and wait for prompt, then dial as described in step 3. 
  
 Inserts and Language 
  
 Back of the calling card 
  
 The following image is the standard back of an IDT calling card. It should be used as a model for the travel card. The
“XXXXX Card,” in the sample image should be replaced with “Mobile Calling Card.” 
  
 Note: Please ignore the text that is contained in the image as the image is in place for the purpose of displaying the suggested layout. The text that
should be used is typed below the image. You will notice that it is very similar to that which is contained in the image. 







 

 
  
 The text to be used is as
follows: 
  
 Dialing Instructions for the IDT Card: 

 
 1. Dial 1-800-837-5780, wait for greeting. 
  
 2. Enter PIN # from your IDT card when prompted: 
  
 PIN #: XXX-XXX-XXXX 
  
 3. At prompt, dial: 
  
 For Domestic calls and calls to Canada, dial 1 + Area Code + Local
Number.  
 For International calls, dial 011 + Country Code + City Code + Local Number.  
 For additional calls, don’t hang up. Just press the [#] key 3 times and wait for prompt, then dial as described in step 3. 
  
 Service provided by IDT®. The IDT logo is a registered trademark of IDT Corporation. Card expires 90 days from last use or payment. Calls must
be made from a touch-tone phone. Payphone surcharge is 65 cents. All calls made from telephones other than that registered as the home location will be charged a 25 cent access fee. Prepaid fees are non-refundable. Not responsible for loss, theft or
unauthorized use of card or PIN number. Directory Assistance Surcharge is 75 cents. If you are unable to resolve a complaint with IDT, you have the right to contact the state regulatory agency which has jurisdiction where this card was purchased.
©2003 IDT Corporation. All rights reserved.

  
 For Customer Service, call 1-888-757-6545. 
  
 S/N #: XXXXXXXXX 
  
 Expansion Set Insert 
  
 Note: this text will appear as an insert in the packaging of a stand-alone expansion handset. 







 Your new expansion handset comes
with    50        minutes of free calling. To add these minutes to your existing account, simply choose the customer service option after pressing the LDS button (on any
handset). Once connected, tell the representative that you have purchased a new handset and would like to add the free minutes to your account. The representative will ask you for you handset PIN and the telephone number that is associated with your
account. Your handset PIN is XXX-XXXX-XXXX. The minutes will be credited to your account. 
  
 THIS IS NOT A CALLING CARD 
  
 Privacy
disclaimer 
  
 An insert in the packaging will
include the following text: 
  
 Important Information: 
  
 Recent changes in government regulations allow IDT Corporation, its subsidiaries and
affiliates to use information about your current telecommunications services to make recommendations on the products and services that will best meet your communications needs in the future, unless you notify us otherwise. 
  
 What information are we talking about? We are talking about certain information
regarding the telecommunications services that you buy from IDT Corporation; Including, the types of services you receive, the way we provide these services to you, and calling and billing records. 
  
 How can we use this information to help you? IDT Corporation will be able to use the
information about your current service to let you know about innovative service proposals that can enhance or replace your current services. Using that information, IDT Corporation may even be able to make you one of the first to know about emerging
technology or new offerings, including local service, long distance, wireless, Internet and many other services. You may also receive savings on these products and services, and you may be able to combine all these items on one monthly bill. Unless
you notify us that you do not approve, we can use this information to your benefit! 
  
 Who will use this information? Only those companies or subsidiaries that now or in the future sell IDT Corporation services, including our agents and authorized sales representatives will use this information. For your convenience,
we refer to all of those companies and subsidiaries as “IDT Corporation,” including IDT Communications and American Telecom Corporation, and any other current or future direct or indirect subsidiaries of IDT Corporation. 
  
 Will IDT Corporation protect this information? Absolutely. Regardless of whether you
approve or disapprove our use of this information, you have a right to have your account treated confidentially and IDT Corporation has a duty, under federal law to protect the confidentiality of that information. Here is one other thing you need to
know. You can always change your mind about IDT Corporation’s use of this information simply by calling us. Your instructions to us will remain in effect until you tell us you have changed your mind. Whatever your choice, IDT Corporation will
continue to provide you with the same high quality of service you currently receive. 







 What do you have to do? Nothing. Unless you call us to tell us not to use your information, we will use your
information selectively to send you news and updates on the IDT Corporation products and services specifically designed to add ease and convenience to your unique lifestyle. However, if you prefer that we use your information only to provide you
with information on the types of IDT Corporation products and services to which you already subscribe, give us a call at 1-888-757-6545 within the next 30 days. After 30 days, you may still contact our business office at any time to register your
choice regarding information sharing between IDT Corporation companies or subsidiaries, for IDT Corporation marketing purposes. Whatever you decide will not affect the IDT Corporation products and services that you now use. Nor will it impact the
quality of your service. But it may make you ineligible to receive information about IDT Corporation’s new products and services, promotions, and packaged offerings. 
  
 We look forward to serving you even more effectively with new communications opportunities and solutions from IDT Communications, the
company you know you can rely on. 
  
 IDT Corporation, its affiliates and
authorized agents are changing the way we use customer information in order to offer you products and services. Customer information includes where, when, and to whom a customer places a call, as well as the types of telecommunications services to
which the customer subscribes and the extent to which the service is used. Your customer information also includes how you use those services and the related billing of those services. For example, we could use your customer information to advise
you of products that may be of interest to you, like DSL with Internet or long distance, even if you do not currently have any services from those IDT Corporation affiliates. If these uses of your customer information are acceptable, then no further
action on your part is required. 
  
 Protecting the privacy of your service and
usage records is your right and our duty under federal law. We are required to inform you that you can direct us not to use any of the information about the services you receive from IDT Corporation or its affiliates to offer additional products and
services, please call 1-888-757-6545 and follow the prompts within 30 days or receiving this notice. If you do not restrict our use of your customer information by calling 1-888-757-6545 within 30 days, we can use your customer information to offer
you products and services that you may find valuable based on your existing services. You may also call this number at any time after the initial 30-day period to restrict the use of your customer information. There is no charge for electing to
restrict your information. Restricting your information will not affect the products you currently have from IDT Corporation and may not eliminate all marketing contacts. Even if you restrict the use of your information, it may be used to market
services to you when you call us to inquire about such services. Your election is valid until after you affirmatively revoke or limit it. 
  
 IDT Corporation, its affiliates and authorized agents will not sell, trade, or share your customer information with anyone outside of IDT Corporation, or others
authorized to represent us to offer products and services, except as authorized by law. 
  
 The employees and management of all the IDT Corporation companies would like to thank you for your continued business. We are proud to carry on our long tradition of providing our community with reliable, technologically advanced and
affordable telecommunications services. 
  
 International calling rates








 Note: an insert will include this rate information and some of it may appear on the outside packaging. In
each place where it appears, we must footnote the disclaimer below stating that they are subject to change. 
  
 The following rates apply to the              most frequently called international
destinations: 
  

							
	 Country

	  	Rate per min.

	  	Country

	  	Rate per min.



  
  


	*	This price list is effective as of              and is subject to change at any time without notice. You may
receive the most current international rates by calling customer service at 1-888-757-6545 








 EXHIBIT C 
 RATES 
  

							
	Assumptions	 	 	 	 	  	 
	 *
	 	 *
	 	 	  	 
	 *
	 	 *
	 	 *
	  	 
	 *
	 	 *
	 	 *
	  	 
	 *
	 	 *
	 	 	  	 
	 *
	 	 *
	 	 	  	 
	 *
	 	 *
	 	 	  	 
	 *
	 	 *
	 	 	  	 
	 *
	 	 *
	 	 *
	  	*
	 *
	 	 *
	 	 	  	 
	
 *  [Subject to a
request for confidential treatment; Separately filed with the Commission]
  
 RETAIL RATES TO END-USER
  



												
	 	  	 	  	Originating From the U.S.:

	  	 	  	 
	 *

	  	*

	  	Rate

	  	minutes
p/$5 card

	  	minutes
p/$10 card

	  	minutes
p/$20 card


	 *
	  	*	  	$	0.8749	  	5	  	11	  	22
	 *
	  	*	  	$	0.2275	  	21	  	43	  	87
	 *
	  	*	  	$	0.2371	  	21	  	42	  	84
	 *
	  	*	  	$	0.1998	  	25	  	50	  	100
	 *
	  	*	  	$	0.2549	  	19	  	39	  	78
	 *
	  	*	  	$	0.1488	  	33	  	67	  	134
	 *
	  	*	  	$	0.1128	  	44	  	88	  	177
	 *
	  	*	  	$	0.3281	  	15	  	30	  	60
	 *
	  	*	  	$	0.2685	  	18	  	37	  	74
	 *
	  	*	  	$	0.3173	  	15	  	31	  	63
	 *
	  	*	  	$	0.0984	  	50	  	101	  	203
	 *
	  	*	  	$	0.1158	  	43	  	86	  	172
	 *
	  	*	  	$	0.0653	  	76	  	153	  	306
	 *
	  	*	  	$	0.1002	  	49	  	99	  	199
	 *
	  	*	  	$	0.3121	  	16	  	32	  	64
	 *
	  	*	  	$	0.3736	  	13	  	26	  	53
	 *
	  	*	  	$	0.2125	  	23	  	47	  	94
	 *
	  	*	  	$	0.2079	  	24	  	48	  	96
	 *
	  	*	  	$	0.8508	  	5	  	11	  	23
	 *
	  	*	  	$	6.0852	  	—  	  	1	  	3
	 *
	  	*	  	$	5.3866	  	—  	  	1	  	3
	 *
	  	*	  	$	0.0684	  	73	  	146	  	292
	 *
	  	*	  	$	0.2635	  	18	  	37	  	75
	 *
	  	*	  	$	0.0684	  	73	  	146	  	292
	 *
	  	*	  	$	0.0681	  	73	  	146	  	293
	 *
	  	*	  	$	0.0682	  	73	  	146	  	293
	 *
	  	*	  	$	0.0702	  	71	  	142	  	284
	 *
	  	*	  	$	0.0682	  	73	  	146	  	293
	 *
	  	*	  	$	0.0679	  	73	  	147	  	294
	 *
	  	*	  	$	0.0669	  	74	  	149	  	299
	 *
	  	*	  	$	0.3241	  	15	  	30	  	61
	 *
	  	*	  	$	0.0593	  	84	  	168	  	337
	 *
	  	*	  	$	0.2616	  	19	  	38	  	76
	 *
	  	*	  	$	0.2811	  	17	  	35	  	71
	 *
	  	*	  	$	0.1765	  	28	  	56	  	113









												
	 *
	  	*	  	$	0.3256	  	15	  	30	  	61
	 *
	  	*	  	$	0.3197	  	15	  	31	  	62
	 *
	  	*	  	$	0.3527	  	14	  	28	  	56
	 *
	  	*	  	$	0.3358	  	14	  	29	  	59
	 *
	  	*	  	$	0.3256	  	15	  	30	  	61
	 *
	  	*	  	$	0.1970	  	25	  	50	  	101
	 *
	  	*	  	$	0.3140	  	15	  	31	  	63
	 *
	  	*	  	$	0.3066	  	16	  	32	  	65
	 *
	  	*	  	$	0.3070	  	16	  	32	  	65
	 *
	  	*	  	$	0.3100	  	16	  	32	  	64
	 *
	  	*	  	$	0.3577	  	13	  	27	  	55
	 *
	  	*	  	$	0.0636	  	78	  	157	  	314
	 *
	  	*	  	$	0.3279	  	15	  	30	  	60
	 *
	  	*	  	$	0.0659	  	75	  	151	  	303
	 *
	  	*	  	$	0.0616	  	81	  	162	  	324
	 *
	  	*	  	$	0.3099	  	16	  	32	  	64
	 *
	  	*	  	$	0.3095	  	16	  	32	  	64
	 *
	  	*	  	$	0.2801	  	17	  	35	  	71
	 *
	  	*	  	$	0.1713	  	29	  	58	  	116
	 *
	  	*	  	$	0.2327	  	21	  	42	  	85
	 *
	  	*	  	$	0.3407	  	14	  	29	  	58
	 *
	  	*	  	$	0.3447	  	14	  	29	  	58
	 *
	  	*	  	$	0.1702	  	29	  	58	  	117
	 *
	  	*	  	$	0.1814	  	27	  	55	  	110
	 *
	  	*	  	$	0.2037	  	24	  	49	  	98
	 *
	  	*	  	$	0.2700	  	18	  	37	  	74
	 *
	  	*	  	$	0.2913	  	17	  	34	  	68
	 *
	  	*	  	$	0.1567	  	31	  	63	  	127
	 *
	  	*	  	$	0.1890	  	26	  	52	  	105
	 *
	  	*	  	$	0.3797	  	13	  	26	  	52
	 *
	  	*	  	$	0.1439	  	34	  	69	  	138
	 *
	  	*	  	$	0.3598	  	13	  	27	  	55
	 *
	  	*	  	$	0.0781	  	63	  	127	  	255
	 *
	  	*	  	$	0.2212	  	22	  	45	  	90
	 *
	  	*	  	$	0.0702	  	71	  	142	  	284
	 *
	  	*	  	$	0.2245	  	22	  	44	  	89
	 *
	  	*	  	$	0.2336	  	21	  	42	  	85
	 *
	  	*	  	$	0.1465	  	34	  	68	  	136
	 *
	  	*	  	$	0.1476	  	33	  	67	  	135
	 *
	  	*	  	$	0.1604	  	31	  	62	  	124
	 *
	  	*	  	$	0.3090	  	16	  	32	  	64
	 *
	  	*	  	$	0.0857	  	58	  	116	  	233
	 *
	  	*	  	$	0.3402	  	14	  	29	  	58
	 *
	  	*	  	$	0.2426	  	20	  	41	  	82
	 *
	  	*	  	$	0.2518	  	19	  	39	  	79
	 *
	  	*	  	$	0.5368	  	9	  	18	  	37
	 *
	  	*	  	$	0.5802	  	8	  	17	  	34
	 *
	  	*	  	$	0.5073	  	9	  	19	  	39
	 *
	  	*	  	$	0.3809	  	13	  	26	  	52
	 *
	  	*	  	$	0.3895	  	12	  	25	  	51
	 *
	  	*	  	$	0.3446	  	14	  	29	  	58
	 *
	  	*	  	$	0.0585	  	85	  	170	  	341
	 *
	  	*	  	$	0.4695	  	10	  	21	  	42
	 *
	  	*	  	$	0.2266	  	22	  	44	  	88









												
	 *
	  	*	  	$	0.3597	  	13	  	27	  	55
	 *
	  	*	  	$	0.4762	  	10	  	21	  	42
	 *
	  	*	  	$	0.0816	  	61	  	122	  	245
	 *
	  	*	  	$	0.2239	  	22	  	44	  	89
	 *
	  	*	  	$	0.0759	  	65	  	131	  	263
	 *
	  	*	  	$	0.0961	  	52	  	104	  	208
	 *
	  	*	  	$	0.0736	  	67	  	135	  	271
	 *
	  	*	  	$	0.0770	  	64	  	129	  	259
	 *
	  	*	  	$	0.0849	  	58	  	117	  	235
	 *
	  	*	  	$	0.0706	  	70	  	141	  	283
	 *
	  	*	  	$	0.0757	  	66	  	132	  	264
	 *
	  	*	  	$	0.0752	  	66	  	132	  	265
	 *
	  	*	  	$	0.0789	  	63	  	126	  	253
	 *
	  	*	  	$	0.0788	  	63	  	126	  	253
	 *
	  	*	  	$	0.0745	  	67	  	134	  	268
	 *
	  	*	  	$	0.0749	  	66	  	133	  	266
	 *
	  	*	  	$	0.0838	  	59	  	119	  	238
	 *
	  	*	  	$	0.1557	  	32	  	64	  	128
	 *
	  	*	  	$	0.1593	  	31	  	62	  	125
	 *
	  	*	  	$	0.1121	  	44	  	89	  	178
	 *
	  	*	  	$	0.4123	  	12	  	24	  	48
	 *
	  	*	  	$	0.2856	  	17	  	35	  	70
	 *
	  	*	  	$	0.9397	  	5	  	10	  	21
	 *
	  	*	  	$	0.1425	  	35	  	70	  	140
	 *
	  	*	  	$	0.1536	  	32	  	65	  	130
	 *
	  	*	  	$	0.1430	  	34	  	69	  	139
	 *
	  	*	  	$	0.1225	  	40	  	81	  	163
	 *
	  	*	  	$	0.3553	  	14	  	28	  	56
	 *
	  	*	  	$	1.0269	  	4	  	9	  	19
	 *
	  	*	  	$	0.5887	  	8	  	16	  	33
	 *
	  	*	  	$	0.1963	  	25	  	50	  	101
	 *
	  	*	  	$	0.2994	  	16	  	33	  	66
	 *
	  	*	  	$	0.0904	  	55	  	110	  	221
	 *
	  	*	  	$	0.2733	  	18	  	36	  	73
	 *
	  	*	  	$	0.0767	  	65	  	130	  	260
	 *
	  	*	  	$	0.0677	  	73	  	147	  	295
	 *
	  	*	  	$	0.2674	  	18	  	37	  	74
	 *
	  	*	  	$	0.0685	  	73	  	146	  	292
	 *
	  	*	  	$	1.0379	  	4	  	9	  	19
	 *
	  	*	  	$	0.4722	  	10	  	21	  	42
	 *
	  	*	  	$	0.3173	  	15	  	31	  	63
	 *
	  	*	  	$	0.1408	  	35	  	71	  	142
	 *
	  	*	  	$	0.1435	  	34	  	69	  	139
	 *
	  	*	  	$	0.1417	  	35	  	70	  	141
	 *
	  	*	  	$	0.2357	  	21	  	42	  	84
	 *
	  	*	  	$	0.2638	  	18	  	37	  	75
	 *
	  	*	  	$	0.2597	  	19	  	38	  	77
	 *
	  	*	  	$	0.2628	  	19	  	38	  	76
	 *
	  	*	  	$	0.2054	  	24	  	48	  	97
	 *
	  	*	  	$	0.2075	  	24	  	48	  	96
	 *
	  	*	  	$	0.2178	  	22	  	45	  	91
	 *
	  	*	  	$	0.2639	  	18	  	37	  	75
	 *
	  	*	  	$	0.3641	  	13	  	27	  	54
	 *
	  	*	  	$	0.3203	  	15	  	31	  	62









												
	 *
	  	*	  	$	0.3644	  	13	  	27	  	54
	 *
	  	*	  	$	0.3618	  	13	  	27	  	55
	 *
	  	*	  	$	0.2205	  	22	  	45	  	90
	 *
	  	*	  	$	0.2361	  	21	  	42	  	84
	 *
	  	*	  	$	0.3885	  	12	  	25	  	51
	 *
	  	*	  	$	0.6903	  	7	  	14	  	28
	 *
	  	*	  	$	0.0934	  	53	  	107	  	214
	 *
	  	*	  	$	0.2398	  	20	  	41	  	83
	 *
	  	*	  	$	0.0757	  	66	  	132	  	264
	 *
	  	*	  	$	0.5651	  	8	  	17	  	35
	 *
	  	*	  	$	0.3301	  	15	  	30	  	60
	 *
	  	*	  	$	0.6580	  	7	  	15	  	30
	 *
	  	*	  	$	0.1648	  	30	  	60	  	121
	 *
	  	*	  	$	0.6920	  	7	  	14	  	28
	 *
	  	*	  	$	0.4367	  	11	  	22	  	45
	 *
	  	*	  	$	0.0758	  	65	  	131	  	263
	 *
	  	*	  	$	0.2385	  	20	  	41	  	83
	 *
	  	*	  	$	0.0758	  	66	  	132	  	264
	 *
	  	*	  	$	0.0619	  	80	  	161	  	322
	 *
	  	*	  	$	0.2831	  	17	  	35	  	70
	 *
	  	*	  	$	0.0593	  	84	  	168	  	337
	 *
	  	*	  	$	0.2896	  	17	  	34	  	69
	 *
	  	*	  	$	0.3048	  	16	  	32	  	65
	 *
	  	*	  	$	0.4070	  	12	  	24	  	49
	 *
	  	*	  	$	0.2566	  	19	  	38	  	77
	 *
	  	*	  	$	0.2960	  	16	  	33	  	67
	 *
	  	*	  	$	0.1693	  	29	  	59	  	118
	 *
	  	*	  	$	0.1489	  	33	  	67	  	134
	 *
	  	*	  	$	0.1100	  	45	  	90	  	181
	 *
	  	*	  	$	0.0640	  	78	  	156	  	312
	 *
	  	*	  	$	0.2889	  	17	  	34	  	69
	 *
	  	*	  	$	0.2889	  	17	  	34	  	69
	 *
	  	*	  	$	0.2886	  	17	  	34	  	69
	 *
	  	*	  	$	0.3027	  	16	  	33	  	66
	 *
	  	*	  	$	0.2845	  	17	  	35	  	70
	 *
	  	*	  	$	0.0650	  	76	  	153	  	307
	 *
	  	*	  	$	0.0696	  	71	  	143	  	287
	 *
	  	*	  	$	0.0620	  	80	  	161	  	322
	 *
	  	*	  	$	0.0640	  	78	  	156	  	312
	 *
	  	*	  	$	0.1708	  	29	  	58	  	117
	 *
	  	*	  	$	0.2495	  	20	  	40	  	80
	 *
	  	*	  	$	0.1397	  	35	  	71	  	143
	 *
	  	*	  	$	0.1658	  	30	  	60	  	120
	 *
	  	*	  	$	0.1575	  	31	  	63	  	127
	 *
	  	*	  	$	0.1233	  	40	  	81	  	162
	 *
	  	*	  	$	0.1100	  	45	  	90	  	181
	 *
	  	*	  	$	0.2500	  	20	  	40	  	80
	 *
	  	*	  	$	0.0976	  	51	  	102	  	204
	 *
	  	*	  	$	0.1001	  	49	  	99	  	199
	 *
	  	*	  	$	0.5433	  	9	  	18	  	36
	 *
	  	*	  	$	0.3280	  	15	  	30	  	60
	 *
	  	*	  	$	0.2702	  	18	  	37	  	74
	 *
	  	*	  	$	0.2528	  	19	  	39	  	79
	 *
	  	*	  	$	0.1113	  	44	  	89	  	179









												
	 *
	  	*	  	$	0.2545	  	19	  	39	  	78
	 *
	  	*	  	$	0.2756	  	18	  	36	  	72
	 *
	  	*	  	$	0.2581	  	19	  	38	  	77
	 *
	  	*	  	$	0.2791	  	17	  	35	  	71
	 *
	  	*	  	$	0.2376	  	21	  	42	  	84
	 *
	  	*	  	$	0.7988	  	6	  	12	  	25
	 *
	  	*	  	$	0.4827	  	10	  	20	  	41
	 *
	  	*	  	$	0.5193	  	9	  	19	  	38
	 *
	  	*	  	$	0.4870	  	10	  	20	  	41
	 *
	  	*	  	$	0.2972	  	16	  	33	  	67
	 *
	  	*	  	$	0.4565	  	10	  	21	  	43
	 *
	  	*	  	$	0.2989	  	16	  	33	  	66
	 *
	  	*	  	$	0.5103	  	9	  	19	  	39
	 *
	  	*	  	$	0.5272	  	9	  	18	  	37
	 *
	  	*	  	$	0.0678	  	73	  	147	  	294
	 *
	  	*	  	$	0.0674	  	74	  	148	  	296
	 *
	  	*	  	$	0.0680	  	73	  	147	  	294
	 *
	  	*	  	$	0.0677	  	73	  	147	  	295
	 *
	  	*	  	$	0.0680	  	73	  	147	  	294
	 *
	  	*	  	$	0.1141	  	43	  	87	  	175
	 *
	  	*	  	$	0.3000	  	16	  	33	  	66
	 *
	  	*	  	$	0.0994	  	50	  	100	  	201
	 *
	  	*	  	$	0.1526	  	32	  	65	  	131
	 *
	  	*	  	$	0.2158	  	23	  	46	  	92
	 *
	  	*	  	$	0.5071	  	9	  	19	  	39
	 *
	  	*	  	$	0.5123	  	9	  	19	  	39
	 *
	  	*	  	$	0.5106	  	9	  	19	  	39
	 *
	  	*	  	$	0.4238	  	11	  	23	  	47
	 *
	  	*	  	$	0.3219	  	15	  	31	  	62
	 *
	  	*	  	$	0.5250	  	9	  	19	  	38
	 *
	  	*	  	$	0.3612	  	13	  	27	  	55
	 *
	  	*	  	$	0.5160	  	9	  	19	  	38
	 *
	  	*	  	$	0.3680	  	13	  	27	  	54
	 *
	  	*	  	$	0.5077	  	9	  	19	  	39
	 *
	  	*	  	$	0.4127	  	12	  	24	  	48
	 *
	  	*	  	$	0.5084	  	9	  	19	  	39
	 *
	  	*	  	$	0.5198	  	9	  	19	  	38
	 *
	  	*	  	$	0.4836	  	10	  	20	  	41
	 *
	  	*	  	$	0.5181	  	9	  	19	  	38
	 *
	  	*	  	$	0.2791	  	17	  	35	  	71
	 *
	  	*	  	$	0.3383	  	14	  	29	  	59
	 *
	  	*	  	$	0.5026	  	9	  	19	  	39
	 *
	  	*	  	$	0.4922	  	10	  	20	  	40
	 *
	  	*	  	$	2.8338	  	1	  	3	  	7
	 *
	  	*	  	$	0.1687	  	29	  	59	  	118
	 *
	  	*	  	$	0.2872	  	17	  	34	  	69
	 *
	  	*	  	$	0.1011	  	49	  	98	  	197
	 *
	  	*	  	$	0.1432	  	34	  	69	  	139
	 *
	  	*	  	$	0.1737	  	28	  	57	  	115
	 *
	  	*	  	$	0.2532	  	19	  	39	  	78
	 *
	  	*	  	$	0.1440	  	34	  	69	  	138
	 *
	  	*	  	$	0.6640	  	7	  	15	  	30
	 *
	  	*	  	$	0.0623	  	80	  	160	  	320
	 *
	  	*	  	$	0.3041	  	16	  	32	  	65









												
	 *
	  	*	  	$	0.0629	  	79	  	158	  	317
	 *
	  	*	  	$	0.0803	  	62	  	124	  	248
	 *
	  	*	  	$	0.1994	  	25	  	50	  	100
	 *
	  	*	  	$	0.1986	  	25	  	50	  	100
	 *
	  	*	  	$	0.0803	  	62	  	124	  	249
	 *
	  	*	  	$	0.0803	  	62	  	124	  	249
	 *
	  	*	  	$	0.0650	  	76	  	153	  	307
	 *
	  	*	  	$	0.3156	  	15	  	31	  	63
	 *
	  	*	  	$	0.0643	  	77	  	155	  	311
	 *
	  	*	  	$	0.0648	  	77	  	154	  	308
	 *
	  	*	  	$	0.2967	  	16	  	33	  	67
	 *
	  	*	  	$	0.2118	  	23	  	47	  	94
	 *
	  	*	  	$	0.2993	  	16	  	33	  	66
	 *
	  	*	  	$	0.3336	  	14	  	29	  	59
	 *
	  	*	  	$	0.2983	  	16	  	33	  	67
	 *
	  	*	  	$	0.0807	  	61	  	123	  	247
	 *
	  	*	  	$	0.2651	  	18	  	37	  	75
	 *
	  	*	  	$	0.0815	  	61	  	122	  	245
	 *
	  	*	  	$	0.0853	  	58	  	117	  	234
	 *
	  	*	  	$	0.0909	  	55	  	110	  	220
	 *
	  	*	  	$	0.0853	  	58	  	117	  	234
	 *
	  	*	  	$	0.0821	  	60	  	121	  	243
	 *
	  	*	  	$	0.0758	  	65	  	131	  	263
	 *
	  	*	  	$	0.0788	  	63	  	126	  	253
	 *
	  	*	  	$	0.2703	  	18	  	36	  	73
	 *
	  	*	  	$	0.2724	  	18	  	36	  	73
	 *
	  	*	  	$	0.2635	  	18	  	37	  	75
	 *
	  	*	  	$	0.2695	  	18	  	37	  	74
	 *
	  	*	  	$	0.3033	  	16	  	32	  	65
	 *
	  	*	  	$	0.3420	  	14	  	29	  	58
	 *
	  	*	  	$	0.2744	  	18	  	36	  	72
	 *
	  	*	  	$	0.1630	  	30	  	61	  	122
	 *
	  	*	  	$	0.9750	  	5	  	10	  	20
	 *
	  	*	  	$	0.2022	  	24	  	49	  	98
	 *
	  	*	  	$	0.2024	  	24	  	49	  	98
	 *
	  	*	  	$	0.2678	  	18	  	37	  	74
	 *
	  	*	  	$	0.2689	  	18	  	37	  	74
	 *
	  	*	  	$	0.3727	  	13	  	26	  	53
	 *
	  	*	  	$	0.2701	  	18	  	37	  	74
	 *
	  	*	  	$	0.5345	  	9	  	18	  	37
	 *
	  	*	  	$	0.2376	  	21	  	42	  	84
	 *
	  	*	  	$	0.3864	  	12	  	25	  	51
	 *
	  	*	  	$	0.1459	  	34	  	68	  	137
	 *
	  	*	  	$	0.2538	  	19	  	39	  	78
	 *
	  	*	  	$	0.2403	  	20	  	41	  	83
	 *
	  	*	  	$	0.4288	  	11	  	23	  	46
	 *
	  	*	  	$	0.1901	  	26	  	52	  	105
	 *
	  	*	  	$	0.2442	  	20	  	40	  	81
	 *
	  	*	  	$	0.1057	  	47	  	94	  	189
	 *
	  	*	  	$	0.1704	  	29	  	58	  	117
	 *
	  	*	  	$	0.2099	  	23	  	47	  	95
	 *
	  	*	  	$	0.2122	  	23	  	47	  	94
	 *
	  	*	  	$	0.3223	  	15	  	31	  	62
	 *
	  	*	  	$	0.3313	  	15	  	30	  	60









												
	 *
	  	*	  	$	0.4505	  	11	  	22	  	44
	 *
	  	*	  	$	0.4936	  	10	  	20	  	40
	 *
	  	*	  	$	0.1542	  	32	  	64	  	129
	 *
	  	*	  	$	0.1682	  	29	  	59	  	118
	 *
	  	*	  	$	0.0837	  	59	  	119	  	239
	 *
	  	*	  	$	0.0965	  	51	  	103	  	207
	 *
	  	*	  	$	0.0836	  	59	  	119	  	239
	 *
	  	*	  	$	0.0839	  	59	  	119	  	238
	 *
	  	*	  	$	0.0835	  	59	  	119	  	239
	 *
	  	*	  	$	0.4636	  	10	  	21	  	43
	 *
	  	*	  	$	0.3765	  	13	  	26	  	53
	 *
	  	*	  	$	0.2107	  	23	  	47	  	94
	 *
	  	*	  	$	0.2384	  	20	  	41	  	83
	 *
	  	*	  	$	0.6318	  	7	  	15	  	31
	 *
	  	*	  	$	0.3723	  	13	  	26	  	53
	 *
	  	*	  	$	0.4214	  	11	  	23	  	47
	 *
	  	*	  	$	0.2050	  	24	  	48	  	97
	 *
	  	*	  	$	0.0750	  	66	  	133	  	266
	 *
	  	*	  	$	0.0776	  	64	  	128	  	257
	 *
	  	*	  	$	0.1063	  	47	  	94	  	188
	 *
	  	*	  	$	0.1055	  	47	  	94	  	189
	 *
	  	*	  	$	0.5753	  	8	  	17	  	34
	 *
	  	*	  	$	0.1926	  	25	  	51	  	103
	 *
	  	*	  	$	0.1926	  	25	  	51	  	103
	 *
	  	*	  	$	0.2385	  	20	  	41	  	83
	 *
	  	*	  	$	0.2402	  	20	  	41	  	83
	 *
	  	*	  	$	0.3369	  	14	  	29	  	59
	 *
	  	*	  	$	0.4042	  	12	  	24	  	49
	 *
	  	*	  	$	0.3923	  	12	  	25	  	50
	 *
	  	*	  	$	0.3955	  	12	  	25	  	50
	 *
	  	*	  	$	0.4590	  	10	  	21	  	43
	 *
	  	*	  	$	0.3707	  	13	  	26	  	53
	 *
	  	*	  	$	0.4147	  	12	  	24	  	48
	 *
	  	*	  	$	0.3824	  	13	  	26	  	52
	 *
	  	*	  	$	0.3207	  	15	  	31	  	62
	 *
	  	*	  	$	0.3304	  	15	  	30	  	60
	 *
	  	*	  	$	0.6149	  	8	  	16	  	32
	 *
	  	*	  	$	0.1586	  	31	  	63	  	126
	 *
	  	*	  	$	0.5708	  	8	  	17	  	35
	 *
	  	*	  	$	0.4791	  	10	  	20	  	41
	 *
	  	*	  	$	0.5179	  	9	  	19	  	38
	 *
	  	*	  	$	0.4112	  	12	  	24	  	48
	 *
	  	*	  	$	0.3218	  	15	  	31	  	62
	 *
	  	*	  	$	0.0609	  	82	  	164	  	328
	 *
	  	*	  	$	0.2591	  	19	  	38	  	77
	 *
	  	*	  	$	0.2854	  	17	  	35	  	70
	 *
	  	*	  	$	0.3211	  	15	  	31	  	62
	 *
	  	*	  	$	0.2146	  	23	  	46	  	93
	 *
	  	*	  	$	0.3559	  	14	  	28	  	56
	 *
	  	*	  	$	0.0609	  	82	  	164	  	328
	 *
	  	*	  	$	0.0615	  	81	  	162	  	325
	 *
	  	*	  	$	0.4374	  	11	  	22	  	45
	 *
	  	*	  	$	0.4255	  	11	  	23	  	47
	 *
	  	*	  	$	0.0732	  	68	  	136	  	273









												
	 *
	  	*	  	$	0.3092	  	16	  	32	  	64
	 *
	  	*	  	$	0.0721	  	69	  	138	  	277
	 *
	  	*	  	$	0.3362	  	14	  	29	  	59
	 *
	  	*	  	$	0.3343	  	14	  	29	  	59
	 *
	  	*	  	$	0.4278	  	11	  	23	  	46
	 *
	  	*	  	$	0.3020	  	16	  	33	  	66
	 *
	  	*	  	$	0.3175	  	15	  	31	  	62
	 *
	  	*	  	$	0.3918	  	12	  	25	  	51
	 *
	  	*	  	$	0.4870	  	10	  	20	  	41
	 *
	  	*	  	$	0.3907	  	12	  	25	  	51
	 *
	  	*	  	$	0.1861	  	26	  	53	  	107
	 *
	  	*	  	$	0.1782	  	28	  	56	  	112
	 *
	  	*	  	$	0.1873	  	26	  	53	  	106
	 *
	  	*	  	$	0.3745	  	13	  	26	  	53
	 *
	  	*	  	$	0.8748	  	5	  	11	  	22
	 *
	  	*	  	$	0.2838	  	17	  	35	  	70
	 *
	  	*	  	$	0.7452	  	6	  	13	  	26
	 *
	  	*	  	$	0.0635	  	78	  	157	  	314
	 *
	  	*	  	$	0.2838	  	17	  	35	  	70
	 *
	  	*	  	$	0.4535	  	11	  	22	  	44
	 *
	  	*	  	$	0.5084	  	9	  	19	  	39
	 *
	  	*	  	$	0.5184	  	9	  	19	  	38
	 *
	  	*	  	$	0.5134	  	9	  	19	  	38
	 *
	  	*	  	$	0.5060	  	9	  	19	  	39
	 *
	  	*	  	$	0.4863	  	10	  	20	  	41
	 *
	  	*	  	$	0.4900	  	10	  	20	  	40
	 *
	  	*	  	$	0.5047	  	9	  	19	  	39
	 *
	  	*	  	$	0.5551	  	9	  	18	  	36
	 *
	  	*	  	$	0.1083	  	46	  	92	  	184
	 *
	  	*	  	$	0.2661	  	18	  	37	  	75
	 *
	  	*	  	$	0.4184	  	11	  	23	  	47
	 *
	  	*	  	$	0.2655	  	18	  	37	  	75
	 *
	  	*	  	$	0.2501	  	19	  	39	  	79
	 *
	  	*	  	$	0.2510	  	19	  	39	  	79
	 *
	  	*	  	$	0.3564	  	14	  	28	  	56
	 *
	  	*	  	$	0.1627	  	30	  	61	  	122
	 *
	  	*	  	$	0.2828	  	17	  	35	  	70
	 *
	  	*	  	$	0.1918	  	26	  	52	  	104
	 *
	  	*	  	$	0.3793	  	13	  	26	  	52
	 *
	  	*	  	$	0.0906	  	55	  	110	  	220
	 *
	  	*	  	$	0.3509	  	14	  	28	  	56
	 *
	  	*	  	$	0.2054	  	24	  	48	  	97
	 *
	  	*	  	$	0.4360	  	11	  	22	  	45
	 *
	  	*	  	$	0.2071	  	24	  	48	  	96
	 *
	  	*	  	$	0.2051	  	24	  	48	  	97
	 *
	  	*	  	$	0.2051	  	24	  	48	  	97
	 *
	  	*	  	$	0.2049	  	24	  	48	  	97
	 *
	  	*	  	$	0.1576	  	31	  	63	  	126
	 *
	  	*	  	$	0.3507	  	14	  	28	  	57
	 *
	  	*	  	$	0.1523	  	32	  	65	  	131
	 *
	  	*	  	$	0.0863	  	57	  	115	  	231
	 *
	  	*	  	$	0.3351	  	14	  	29	  	59
	 *
	  	*	  	$	0.0775	  	64	  	129	  	258
	 *
	  	*	  	$	0.0830	  	60	  	120	  	240









												
	 *
	  	*	  	$	0.0822	  	60	  	121	  	243
	 *
	  	*	  	$	0.0848	  	58	  	117	  	235
	 *
	  	*	  	$	0.5238	  	9	  	19	  	38
	 *
	  	*	  	$	0.5661	  	8	  	17	  	35
	 *
	  	*	  	$	0.6224	  	8	  	16	  	32
	 *
	  	*	  	$	0.2351	  	21	  	42	  	85
	 *
	  	*	  	$	0.2866	  	17	  	34	  	69
	 *
	  	*	  	$	0.1301	  	38	  	76	  	153
	 *
	  	*	  	$	0.1288	  	38	  	77	  	155
	 *
	  	*	  	$	0.1335	  	37	  	74	  	149
	 *
	  	*	  	$	0.1447	  	34	  	69	  	138
	 *
	  	*	  	$	0.0600	  	83	  	166	  	333
	 *
	  	*	  	$	0.0802	  	62	  	124	  	249
	 *
	  	*	  	$	0.0737	  	67	  	135	  	271
	 *
	  	*	  	$	0.1322	  	37	  	75	  	151
	 *
	  	*	  	$	0.0689	  	72	  	145	  	290
	 *
	  	*	  	$	0.2699	  	18	  	37	  	74
	 *
	  	*	  	$	0.1036	  	48	  	96	  	192
	 *
	  	*	  	$	1.3363	  	3	  	7	  	14
	 *
	  	*	  	$	0.3199	  	15	  	31	  	62
	 *
	  	*	  	$	0.3500	  	14	  	28	  	57
	 *
	  	*	  	$	0.2057	  	24	  	48	  	97
	 *
	  	*	  	$	0.1244	  	40	  	80	  	160
	 *
	  	*	  	$	0.1297	  	38	  	77	  	154
	 *
	  	*	  	$	0.3537	  	14	  	28	  	56
	 *
	  	*	  	$	0.3527	  	14	  	28	  	56
	 *
	  	*	  	$	0.3146	  	15	  	31	  	63
	 *
	  	*	  	$	0.2043	  	24	  	48	  	97
	 *
	  	*	  	$	0.2661	  	18	  	37	  	75
	 *
	  	*	  	$	0.2030	  	24	  	49	  	98
	 *
	  	*	  	$	0.4261	  	11	  	23	  	46
	 *
	  	*	  	$	0.4813	  	10	  	20	  	41
	 *
	  	*	  	$	0.4384	  	11	  	22	  	45
	 *
	  	*	  	$	0.0554	  	90	  	180	  	361
	 *
	  	*	  	$	0.0601	  	83	  	166	  	332
	 *
	  	*	  	$	0.1393	  	35	  	71	  	143
	 *
	  	*	  	$	0.2819	  	17	  	35	  	70
	 *
	  	*	  	$	0.1166	  	42	  	85	  	171
	 *
	  	*	  	$	0.1531	  	32	  	65	  	130
	 *
	  	*	  	$	0.2844	  	17	  	35	  	70
	 *
	  	*	  	$	1.1972	  	4	  	8	  	16
	 *
	  	*	  	$	0.9379	  	5	  	10	  	21
	 *
	  	*	  	$	0.1403	  	35	  	71	  	142
	 *
	  	*	  	$	0.3155	  	15	  	31	  	63
	 *
	  	*	  	$	0.1382	  	36	  	72	  	144
	 *
	  	*	  	$	0.1382	  	36	  	72	  	144
	 *
	  	*	  	$	0.1380	  	36	  	72	  	144
	 *
	  	*	  	$	0.0766	  	65	  	130	  	261
	 *
	  	*	  	$	0.1649	  	30	  	60	  	121
	 *
	  	*	  	$	0.0767	  	65	  	130	  	260
	 *
	  	*	  	$	0.0811	  	61	  	123	  	246
	 *
	  	*	  	$	0.0611	  	81	  	163	  	327
	 *
	  	*	  	$	0.3190	  	15	  	31	  	62
	 *
	  	*	  	$	0.0614	  	81	  	162	  	325









												
	 *
	  	*	  	$	0.0571	  	87	  	175	  	350
	 *
	  	*	  	$	0.3897	  	12	  	25	  	51
	 *
	  	*	  	$	0.4179	  	11	  	23	  	47
	 *
	  	*	  	$	0.4024	  	12	  	24	  	49
	 *
	  	*	  	$	0.7869	  	6	  	12	  	25
	 *
	  	*	  	$	0.3645	  	13	  	27	  	54
	 *
	  	*	  	$	0.3516	  	14	  	28	  	56
	 *
	  	*	  	$	0.2888	  	17	  	34	  	69
	 *
	  	*	  	$	0.3988	  	12	  	25	  	50
	 *
	  	*	  	$	0.4487	  	11	  	22	  	44
	 *
	  	*	  	$	0.4706	  	10	  	21	  	42
	 *
	  	*	  	$	0.4799	  	10	  	20	  	41
	 *
	  	*	  	$	0.2342	  	21	  	42	  	85
	 *
	  	*	  	$	0.1115	  	44	  	89	  	179
	 *
	  	*	  	$	0.2771	  	18	  	36	  	72
	 *
	  	*	  	$	0.0602	  	83	  	166	  	332
	 *
	  	*	  	$	0.0678	  	73	  	147	  	295
	 *
	  	*	  	$	0.3297	  	15	  	30	  	60
	 *
	  	*	  	$	0.0670	  	74	  	149	  	298
	 *
	  	*	  	$	0.5192	  	9	  	19	  	38
	 *
	  	*	  	$	0.0758	  	65	  	131	  	263
	 *
	  	*	  	$	0.2526	  	19	  	39	  	79
	 *
	  	*	  	$	0.0730	  	68	  	137	  	274
	 *
	  	*	  	$	0.2911	  	17	  	34	  	68
	 *
	  	*	  	$	0.3840	  	13	  	26	  	52
	 *
	  	*	  	$	0.2863	  	17	  	34	  	69
	 *
	  	*	  	$	0.1895	  	26	  	52	  	105
	 *
	  	*	  	$	0.2049	  	24	  	48	  	97
	 *
	  	*	  	$	0.1033	  	48	  	96	  	193
	 *
	  	*	  	$	0.3608	  	13	  	27	  	55
	 *
	  	*	  	$	0.8051	  	6	  	12	  	24
	 *
	  	*	  	$	0.5890	  	8	  	16	  	33
	 *
	  	*	  	$	0.2358	  	21	  	42	  	84
	 *
	  	*	  	$	0.2383	  	20	  	41	  	83
	 *
	  	*	  	$	0.2394	  	20	  	41	  	83
	 *
	  	*	  	$	0.2331	  	21	  	42	  	85
	 *
	  	*	  	$	0.3740	  	13	  	26	  	53
	 *
	  	*	  	$	0.3838	  	13	  	26	  	52
	 *
	  	*	  	$	0.2599	  	19	  	38	  	76
	 *
	  	*	  	$	0.3139	  	15	  	31	  	63
	 *
	  	*	  	$	0.1648	  	30	  	60	  	121
	 *
	  	*	  	$	0.1333	  	37	  	74	  	149
	 *
	  	*	  	$	0.3173	  	15	  	31	  	63
	 *
	  	*	  	$	0.3041	  	16	  	32	  	65
	 *
	  	*	  	$	1.9806	  	2	  	5	  	10
	 *
	  	*	  	$	0.2450	  	20	  	40	  	81
	 *
	  	*	  	$	0.2444	  	20	  	40	  	81
	 *
	  	*	  	$	0.2472	  	20	  	40	  	80
	 *
	  	*	  	$	0.2421	  	20	  	41	  	82
	 *
	  	*	  	$	0.2140	  	23	  	46	  	93
	 *
	  	*	  	$	0.2036	  	24	  	49	  	98
	 *
	  	*	  	$	0.1594	  	31	  	62	  	125
	 *
	  	*	  	$	0.1590	  	31	  	62	  	125
	 *
	  	*	  	$	0.1990	  	25	  	50	  	100









												
	 *
	  	*	  	$	0.1915	  	26	  	52	  	104
	 *
	  	*	  	$	0.3507	  	14	  	28	  	57
	 *
	  	*	  	$	0.3585	  	13	  	27	  	55
	 *
	  	*	  	$	0.0563	  	88	  	177	  	355
	 *
	  	*	  	$	0.2506	  	19	  	39	  	79
	 *
	  	*	  	$	0.0567	  	88	  	176	  	352
	 *
	  	 	  	$	0.058	  	 	  	 	  	 
	 *
	  	 	  	$	0.058	  	 	  	 	  	 
	 *
	  	*	  	$	0.2631	  	19	  	38	  	76
	 *
	  	*	  	$	0.3313	  	15	  	30	  	60
	 *
	  	*	  	$	0.1810	  	27	  	55	  	110
	 	  	*	  	$	0.0829	  	60	  	120	  	241
	 *
	  	*	  	$	0.2304	  	21	  	43	  	86
	 *
	  	*	  	$	1.1181	  	4	  	8	  	17
	 *
	  	*	  	$	0.2376	  	21	  	42	  	84
	 *
	  	*	  	$	0.3744	  	13	  	26	  	53
	 *
	  	*	  	$	0.1226	  	40	  	81	  	163
	 *
	  	*	  	$	0.1244	  	40	  	80	  	160
	 *
	  	*	  	$	0.2180	  	22	  	45	  	91
	 *
	  	*	  	$	0.1905	  	26	  	52	  	105
	 *
	  	*	  	$	0.1770	  	28	  	56	  	113
	 *
	  	*	  	$	0.7045	  	7	  	14	  	28
	 *
	  	*	  	$	0.7166	  	6	  	13	  	27
	 *
	  	*	  	$	0.7246	  	6	  	13	  	27
	 *
	  	*	  	$	0.7334	  	6	  	13	  	27
	 *
	  	*	  	$	0.7448	  	6	  	13	  	26
	 *
	  	*	  	$	0.6852	  	7	  	14	  	29
	 *
	  	*	  	$	0.6926	  	7	  	14	  	28
	 *
	  	*	  	$	0.6556	  	7	  	15	  	30
	 *
	  	*	  	$	0.6957	  	7	  	14	  	28
	 *
	  	*	  	$	0.5103	  	9	  	19	  	39
	 *
	  	*	  	$	0.4289	  	11	  	23	  	46
	 *
	  	*	  	$	0.3369	  	14	  	29	  	59
	 *
	  	*	  	$	0.3855	  	12	  	25	  	51
	 *
	  	*	  	$	0.2085	  	23	  	47	  	95
	 *
	  	*	  	$	0.2051	  	24	  	48	  	97
	 *
	  	*	  	$	0.1910	  	26	  	52	  	104
	 *
	  	*	  	$	0.1043	  	47	  	95	  	191
	 *
	  	*	  	$	0.1176	  	42	  	85	  	170
	 *
	  	*	  	$	0.1032	  	48	  	96	  	193



	*	[Subject to a request for confidential treatment; Separately filed with the Commission] 








 EXHIBIT D 
 TECHNICAL REQUIREMENTS 
  
 IDT



					
	ATS phone product	 	 	 	Version 3

  
 Project outline 
  
 Product functionality: 
  
 ATC will sell cordless phones utilized in homes and small businesses. These phones will come packaged with an inactive
calling card; additionally the phone will feature a L.D.S (Long Distance Service) button. When the user presses the LDS button the phone will automatically dial the IDT platform. 
  
 When using the platform for the first time the user will be prompted for: 

	 	1)	A store name/Vendor (supplied by End User) 


	 	2)	An account number (11 digit number supplied by IDT and printed and packaged by ATC) 


	 	3)	The phone ANI. 

  
 Once this information is captured, and provided that Customer orders a minimum of [Subject to a request for confidential treatment; Separately filed
with the Commission], the user will be allowed to use a value of promotional minutes determined by Customer (promotional minutes billed to ATC at 3.9 cents per minute [Subject to a request for confidential treatment; Separately filed with the
Commission]) that have been pre-provisioned on the account, not added at activation. The user will then be able to use the “LDS” button and/or calling card until promotional minute depletion. The user will be prompted via standard IVR
to recharge when the balance reaches five dollars. The amount of the promo minutes will be less then the amount of the threshold, therefore, all calls made with promo minutes will be prompted for recharge. 
  
 Below are the responsibilities for each party. Underlined items are potentially possible are
not currently in place. These items will be discussed in further detail at the end of the document. 
  
 IDT Responsibilities: 
  

	 	a.	Customer Service or IVR 

  

	 	a.	Collect ANI, PIN, and Store name 

  

	 	b.	Join pre-created PIN and ANI 

  

	 	c.	Activate 100 free promo minutes 

  

	 	d.	Accept and facilitate incoming activation and recharge PINs via IVR or Customer Service. 

  

	 	e.	Track Calls 

  

	 	i.	This paid service is available for a fee at customer request. 

  

	 	ii.	ATC outbound surveys are available for a fee at customer request. 

  

	 	f.	Charge and accept payment 

  

	 	i.	Post activation 

  

	 	1.	Accept and charge users account via credit card 

  

	 	a.	Setup Auto recharge at users request 

  

	 	b.	Setup ability for IVR recharge 

  

	 	2.	Accept and charge users account via ECP 

  

	 	b.	Platform 

  

	 	a.	Set target balance and notification prompt for recharging the account 

  

	 	b.	Transfer user to CS rep or IVR for recharging. 

  

	 	i.	After 1st time charge setup the account ability
to recharge via IVR. 









	 	c.	Recharging 

  

	 	i.	Auto Recharge 

  

	 	1.	Preset amount recharged when account hits preset threshold 

  

	 	ii.	IVR Recharge 

  

	 	1.	User interacts with IVR to recharge account 

  

	 	iii.	Assisted Recharge 

  

	 	1.	User interacts with CS rep to recharge account 

  

	 	d.	Setup Account expiration: 

  

	 	i.	Utilizing existing expiration policies 

  

	 	e.	Setup Surcharge for all calls made via calling card with appropriate surcharges as required and directed 

  

	 	i.	DNIS Surcharge 

  

	 	f.	Upon Calling from ATC phone 

  

	 	i.	After a customer activates the phone/account but has not charged the account 

  

	 	1.	User is prompted via IVR to recharge the account 

  

	 	a.	If yes, the user is transferred to Customer Service or IVR so the billing information can be captured 

  

	 	b.	If no, the user is prompted to enter the number they wish to call 

  

	 	ii.	After a customer has charged and/or recharged the account 

  

	 	1.	User is prompted to enter the number they wish to dial or press a predetermined keypad button to go to customer service. 

  

	 	g.	Upon Calling from any phone via calling card (see “f” above as procedure is the same) 

  

	 	c.	Debit/Operations 

  

	 	a.	Utilize appropriate Anti-Fraud procedures to catch fraud 

  

	 	b.	Utilize existing reports. 

  

	 	i.	How many accounts have been activated by Vendor by user 

  

	 	ii.	How many accounts have been recharged by Vendor by user 

  
 i.e. 
  

							
	 Vendor

	    	 Customer Area-
 code &Exchange

	    	 $ Charged (period)

	    	 $ Charged
 (Total-life of account)


	 *
	    	*	    	*	    	*
	 	    	 	    	 	    	 

  


	*	[Subject to a request for confidential treatment; Separately filed with the Commission] 

  

	 	c.	Creation of program 

  

	 	d.	Creation of 2 access numbers 

  

	 	i.	Branded IDT service access number hard coded into phone hardware (number TBD) 

  


	 	ii.	Branded IDT service access number printed on calling card (number TBD) 

  

	 	e.	Generate Calling Card PINs 

  
 ATC Responsibilities 
  

	 	a.	Product Creation 

  

	 	a.	Create Hardware, including hard coding preset LDS button pointed to our platform 

  

	 	b.	Produce Packaging and IDT marketing 

  

	 	c.	Produce physical calling card with our pins 

  

	 	d.	Supply number of Pin’s to create 

  

	 	e.	If Pin’s have different values ATC must manage accounts 









	 	b.	Promotional card 

  

	 	a.	Purchase promotional cards/accounts at 3.9 cents per minute less negotiated [Subject to a request for confidential treatment; Separately filed with the Commission] discount.


  

	 	c.	Customer Experience 

  

	 	a.	Give general guidelines and script for Customer Service to follow 

  

	 	d.	Reporting 

  

	 	a.	Supply any and all detailed specifications for reports required by them. 

  

	 	e.	Vendor List 

  

	 	a.	All vendors selling product. 

  
 Customer Experience – FLOW (phone activation) 
  

	 	a.	Customer purchases ATC cordless phone with IDT (LDS) feature built in. 

  

	 	b.	Customer presses the “talk” button followed by the LDS button on the ATC phone. 

  

	 	a.	Customer is automatically directed to the IDT platform (DNIS) 

  

	 	i.	Customer chooses to “charge” the product (via rep or IVR) 

  

	 	ii.	Customer enters all necessary information. 

  

	 	b.	Customer hangs up and is now allowed to utilize free promotional minutes 

  

	 	i.	Customer presses LDS button 

  

	 	1.	The phone automatically calls the platform 

  

	 	2.	ANI recognition allows the user to directly enter the number they wish to dial or be transferred to a rep for account “Charging”. 

  

	 	3.	Call completes as standard until promotional minutes run out 

  

	 	a.	Prompted with each call to “charge” the account. 

  

	 	ii.	Customer goes to another phone and utilizes the phone card provided. 

  

	 	1.	The incoming call IVR requests the PIN 

  

	 	a.	User enters information 

  

	 	2.	The incoming call IVR requests the number to dial or transfer to CS. 

  

	 	a.	User enters information 

  

	 	b.	Call completes as standard until promotional minutes run out 

  

	 	c.	Each call into the platform this way is surcharged $.025 

  

	 	c.	Customer balance hits targeted point 

  

	 	i.	IVR prompts user to recharge the account 

  

	 	ii.	Platform gives user the option to recharge at this point 

  

	 	1.	If Yes, Call is directed to CS where necessary information is collected. 

  

	 	2.	If validate via fraud procedure account is credited 

  

	 	iii.	User declines to recharge 

  

	 	1.	Continues to use up remainder of balance, prompted to recharge with each call 

  


	 	d.	Users balance runs out. 

  

	 	i.	Upon hitting the “LDS” button is automatically transferred to CS 

  

	 	ii.	Upon utilizing the calling card is automatically transferred to CS 








 Current Issues 
  

					
	 Issue  

	  	 Proposed Solution
 * - Denotes item is not
currently available  

	  	 Development Impact  


	Store Name (or ID) Capture	  	Customer Service rep verbally receives information and enters it to d-base	  	Create drop down menu with all known vendors, from which a rep can select
			
	Automated Activation	  	 Develop IVR*
  
 Utilize customer service to capture activation information
	  	*Phase II upon development
			
	Track Calls	  	 Integrate UDB for call tracking purposes *
  
 Rep manual logging *
	  	*At customer purchase
			
	Reporting	  	Text, comma delimited or Excel Spreadsheet depending on report as currently done*	  	*Phase II will customize if volume warrants
			
	Expiration	  	Expirations will not be altered.	  	*Phase II if volume warrants
			
	Additional promo minutes - added when an existing customer buys an extension phone	  	 Have a customer service rep add credit or select a pre-defined field to add 100 additional promo minutes.
  
 This is as opposed to adding a new account
	  	*Phase II if volume warrants

  
 PHASE II 
  

	 	-	Custom Expiration 


	 	-	Automated Activation 


	 	  	Custom reporting