WHOLESALE SOLUTIONS SWITCHED SERVICES AGREEMENT


THIS  AGREEMENT  (the  "Agreement")  is  entered  into  by  and  between  SPRINT
COMMUNICATIONS  COMPANY  L.P.  ("Sprint"), and GTC TELECOM ("Customer").  Sprint
and  Customer  are  "Parties"  hereto.

In  consideration  of the mutual promises contained herein, the Parties agree as
follows:

1.  DEFINITIONS.  Capitalized  terms  appearing  in  bold  print  are defined in
EXHIBIT  1.

2.  CONFIDENTIALITY.  During  the  TERM  and  thereafter,  neither  Party  shall
disclose  any  terms  of  this  Agreement,  including  pricing,  or  PROPRIETARY
INFORMATION  of  the  other  Party.  PROPRIETARY  INFORMATION  shall  remain the
property  of  the  disclosing  Party.  A Party receiving PROPRIETARY INFORMATION
shall: (i) use or reproduce such information only when necessary to perform this
Agreement;  (ii)  provide  at  least  the  same  care  to  avoid  disclosure  or
unauthorized  use  of  such  information  as  it  provides  to  protect  its own
PROPRIETARY INFORMATION; (iii) limit access to such information to its employees
or  agents  who need such information to perform this Agreement; and (iv) return
or  destroy  all  such  information, including copies, after the need for it has
expired,  upon  request  of  the  disclosing  Party, or upon termination of this
Agreement.

Because  of  the  unique  nature  of  PROPRIETARY  INFORMATION, a breach of this
paragraph  may  cause  irreparable  harm  for  which  monetary  damages  may  be
inadequate  compensation.  Accordingly, in addition to other available remedies,
a  Party  may  seek  injunctive  relief  to  enforce  this  paragraph.

3.  TERM.  The  TERM  is  specified  in  ATTACHMENT  A  and  will  begin  on the
COMMENCEMENT  DATE. "COMMENCEMENT DATE" means the first day of the first billing
month  after the Parties sign this Agreement, if Customer signs and returns this
Agreement  to  Sprint's  Wholesale Market and Business Analysis Group by the 8th
day  of  the current billing month.  If the parties meet the requirements of the
preceding  sentence,  the Agreement's pricing will be effective on the later of:
(a)  the  date  Customer  signs  this Agreement; or (b) the date that is 45 days
before  the  Commencement  Date.  Pricing  on  invoices  may  be  reflected as a
credit(s)  for  any  usage prior to systemic billing implementation.  Except for
pricing,  all  other  arrangements  under this Agreement will take effect on the
COMMENCEMENT  DATE.  If  Customer  fails  to  sign  and return this Agreement to
Sprint  by  the 8th day of the current billing month, the COMMENCEMENT DATE will
be the first day of the second billing month following the month in which Sprint
executes  this  Agreement.

4.  TERMINATION  FOR  CAUSE.

4.1.  A  Party  may  terminate  this Agreement upon the other Party's failure to
cure  any  of the following within 30 days following written notice thereof: (a)
the  (i)  insolvency,  corporate  reorganization,  arrangement  with  creditors,
receivership  or  dissolution  of  the  other  Party;  or  (ii)  institution  of
bankruptcy  proceedings by or against the other Party; (b) Customer's assignment
or  attempted  assignment  of  the  Agreement or any interest therein, except as
permitted  by  Paragraph 24 hereof; (c) change in majority ownership of Customer
without  Sprint's prior written consent, which consent shall not be unreasonably
withheld; (d) a final order by a government entity with appropriate jurisdiction
that  a  SERVICE or the relationship hereunder is contrary to law or regulation;
or  (e)  material  breach of any other provision of this Agreement not otherwise
referred  to  in  Paragraph  4.

4.2.  If  Customer  fails  to  cure  a  breach  as provided in Paragraph 8 or if
Customer  breaches  a provision of Paragraph 17 or 18, Sprint may, at its option
and  in  addition to other remedies available in law or equity, take one or more
of  the  following  steps:  (i)  refuse to accept additional orders for SERVICE;
(ii)  refuse to install new SERVICE types or SERVICE locations; (iii) disconnect
or block ANIs, circuits, or other SERVICE ELEMENTS; (iv) discontinue PROMOTIONAL
DISCOUNTS  and  or international discount rates for SERVICEs provided until such
time as Customer is in full compliance with this Agreement; and/or (v) terminate
this  Agreement  without  notice.

4.3.  Customer may terminate the Agreement upon 30 days written notice if Sprint
fails  to  cure  any  non-compliance  with  subparagraph 16.2 of this Agreement.

4.4.  Upon  termination of this Agreement a Party may recover from the other all
sums  it  is  owed  at  the  time  of  termination.

5.  TERMINATION  WITHOUT  CAUSE;  EARLY  TERMINATION  CHARGE.

5.1.  Customer  may  terminate  this Agreement at any time without cause upon 90
days  prior  written  notice  to  Sprint  and  payment  to  Sprint  of the EARLY
TERMINATION  CHARGE described in Subparagraph 5.2.  SERVICE will be discontinued
the  first  business  day  of the fourth month after such notice of termination.

5.2.  SPRINT  WHOLESALE  SOLUTION BASE RATES and PROMOTIONAL DISCOUNTS are based
on  Customer's  agreement  to  purchase  SERVICE  for  the  entire  TERM.  It is
difficult  if  not  impossible to calculate Sprint's loss if Customer terminates
the  Agreement  pursuant  to Subparagraph 5.1 or breaches the Agreement prior to
the  end of the TERM.  Therefore, to compensate Sprint for such loss, and not as
a penalty, Customer shall pay Sprint an EARLY TERMINATION CHARGE in the event of
such termination or breach.  The EARLY TERMINATION CHARGE shall equal 50% of the
sum  of the MINIMUM COMMITMENT for each month remaining in the TERM when SERVICE
is  discontinued  pursuant  to  Subparagraph 5.1 or terminated due to Customer's
breach.  The  EARLY  TERMINATION  CHARGE  shall be paid within 30 days after the
notice  provided  pursuant  to  Subparagraph  5.1.

6.  APPLICATION  OF  TARIFFS  AND  SPRINT  SCHEDULES;  INTERSTATE  ADJUSTMENT.

6.1.  Interstate  and  international  SERVICE shall be provided pursuant to this
Agreement  and SPRINT SCHEDULES. The Parties intend for the terms and conditions
of  this  Agreement  and the SPRINT SCHEDULES to be consistent with one another,
and  any  interpretation  should be made so as to avoid any inconsistency to the
extent possible.  In the event of a conflict, between this Agreement's terms and
conditions  and the SPRINT SCHEDULES, this Agreement's terms and conditions will
control.  The  fact that a condition, right, obligation or other term appears in
this  Agreement's  terms  and conditions, or in the SPRINT SCHEDULES, but not in
each,  will not be interpreted as, or be deemed grounds for finding, a conflict.

6.2.  Intrastate  SERVICE  is  provided  pursuant  to  TARIFF  in every respect.
PROMOTIONAL  DISCOUNTS  will  not  apply  to  intrastate SERVICE.  An INTERSTATE
ADJUSTMENT may be applied based on intrastate usage as provided in ATTACHMENT D.
The  INTERSTATE  ADJUSTMENT  shall  be  based on intrastate usage at the PRODUCT
HIERARCHY  LEVEL  and will equal the difference between (a) such usage priced at
TARIFF  less  TARIFF  discounts  and  (b)  such  usage  priced at the INTERSTATE
ADJUSTMENT  RATE  in  ATTACHMENT  D less DISCOUNT ONE discounts.  The INTERSTATE
ADJUSTMENT for a given month shall not exceed interstate billing for such month.

6.3.  Customer  shall  pay  all  applicable  TARIFF  and SPRINT SCHEDULE charges
including,  but  not  limited  to, fixed charges, feature charges, enhanced Toll
Free  charges, access facility charges, and installation and other non-recurring
charges.  Additionally, Customer will pay, in accordance with applicable TARIFFS
and  SPRINT SCHEDULES, any taxes, levies, surcharges, or other costs that Sprint
is  obligated  to  pay to any governmental entity or other third party, provided
that  (i)  such  obligation  is  imposed  by  valid  and  lawful  legislation or
regulation, and (ii) such obligation arises out of the use of Sprint's services.

6.4.  Sprint  may  modify  or  withdraw TARIFFS or SPRINT SCHEDULES from time to
time,  which  may  include  discontinuation  of  any  SERVICE  without  Sprint's
liability.  In the event that a SERVICE is discontinued and such discontinuation
materially  and  adversely  affects  Customer's  ability  to  do  business  as
anticipated  in  this Agreement, then Customer may terminate this Agreement upon
thirty  (30)  days  written  notice  to  Sprint  without liability for the EARLY
TERMINATION  CHARGE,  but  must  repay  to  Sprint  a  prorata
portion  of  any  credits  issued  under  this Agreement, based on the number of
months  remaining  in  the  TERM.

6.5.  In  the  event  Sprint withdraws its filed TARIFFS or SPRINT SCHEDULES the
TARIFF or SPRINT SCHEDULES (as applicable) terms and conditions in effect on the
date  of  such  withdrawal  will  continue  to  apply  to this Agreement.  After
withdrawal  of  the  applicable  TARIFFS  or SPRINT SCHEDULES, the terms of this
Agreement  will control over any inconsistent provision in the former TARIFFS or
SPRINT SCHEDULES, subject to standard contract interpretation rules.  TARIFFS or
SPRINT SCHEDULES not withdrawn shall continue to have the same force and effect.

7.  RELATIONSHIP OF PARTIES. Neither this Agreement nor the provision of SERVICE
may  be  construed  to  constitute  or  create  an  association,  joint venture,
partnership  or  other  form  of  legal  entity  or  business enterprise between
Customer  and  Sprint, its agents, employees and/or affiliates.  Customer is the
service  provider  with  respect  to  END USERS.  Sprint is merely a supplier to
Customer  with  no  relationship  to  END  USERS.

8.  USE  OF  NAME  AND  MARKS.

8.1  This Agreement confers no right to use the name, service marks, trademarks,
copyrights,  patents or CIC of either Party except as expressly provided herein.
Neither  Party  shall  take  any  action  which  would compromise the registered
copyrights  or  service  marks  of  the  other. Sprint's name is proprietary and
nothing  herein constitutes a general license authorizing its use.  Customer may
not:  (a)  promote  or  advertise  Sprint's name or capabilities to END USERS or
prospective  END  USERS; (b) attempt to sell its service using Sprint's name; or
(c)  represent  to  END USERS or prospective END USERS that they would be Sprint
customers  or  that  they  may  obtain  Sprint  service  from  Customer.

8.2  Sprint shall provide Customer written notice of a breach of this paragraph.
Customer  shall  use  its best efforts to immediately cure such breach, advising
Sprint  of  such  corrective action.  If, in Sprint's opinion, Customer fails to
effect a cure within 15 days of Sprint's notice, then Sprint may, at its option,
terminate  the  Agreement  pursuant  to  Subparagraph  4.2.

8.3  Sprint's  provision  of  Switched  Outbound SERVICE may result in END USERS
being  notified by their LEC that Sprint is their designated PIC.  Therefore, to
avoid  confusion  and  potential "slamming" complaints, Sprint hereby authorizes
Customer  to  use  Sprint's  name  under the following conditions to provide END
USERS  from  whom  Customer  has obtained a PIC AUTHORIZATION with a fulfillment
piece  containing  the  following  Notice  (the  "Notice"):

We want to affirm how ___ will provide your long distance service.  Although ___
will  provide  your invoice and customer service, we use major national carriers
to  actually  carry  your  long  distance  calls.

After subscribing to our service, you may receive a notice from your local phone
company  which  says that your long distance "Carrier of Choice" is Sprint.  ___
has  selected Sprint as the long distance network provider it will use to handle
your  calls.  That  selection  was based on your quality and price requirements.
If  you  have any questions about your order, please call our toll free customer
service  number,  1-  -___-____.

8.4  If  Customer  subscribes to Switched Outbound, calls placed by END USERS to
the  Sprint  access  number  will be answered "Sprint operator."  This may cause
confusion  if  the  END  USER  does  not know its calls are being carried on the
Sprint  network.  Therefore,  to  avoid such confusion, Sprint hereby authorizes
Customer  to  provide  END USERS who use Sprint Express with a fulfillment piece
containing  the  following notice (the "Sprint Express Notice"):  "International
call  origination  may  be  provided by a Sprint operator."  Sprint may withdraw
consent  to  use  the  Sprint  Express  Notice  upon  10  days  written  notice.

9.  SERVICE.  SERVICES  provided  hereunder  are  described  in  EXHIBIT  2.

10.  LEGAL  COMPLIANCE;  REMEDIES  FOR  NON-COMPLIANCE.

10.1  Customer  represents  and  warrants  that  (a) it has obtained appropriate
certificates  of  public  convenience  and  necessity, licenses and all required
regulatory  approvals  and  that  it is legally authorized to provide service as
contemplated  under  the terms and conditions of this Agreement and (b)  it will
immediately  notify  Sprint in the event such certificates of public convenience
and  necessity,  licenses  or  other  required  regulatory  approvals  should be
revoked,  suspended  or,  for  whatever  reason,  cease  to  be  effective.

10.2  Customer's  failure  to comply with paragraph 10.1 above will constitute a
material  breach of this Agreement and Sprint may reject END USER ANIS submitted
by  Customer  for  placement  under  its account and/or terminate this Agreement
immediately.   Sprint  will  resume  accepting ANIS only after Customer produces
evidence  satisfactory  to  Sprint that it is in compliance with paragraph 10.1.

11.CUSTOMER  DUTIES,  OBLIGATIONS  AND  RESPONSIBILITIES.

11.1  Customer  will  not  be relieved of any duty, obligation or responsibility
hereunder  due  to  the  fact  that SERVICE is ultimately provided to END USERS.

11.2  Customer  represents  and warrants that it will comply with all applicable
laws  and  applicable  rules  and  regulations  promulgated by federal and state
regulatory  agencies,  including,  but  not  limited  to,  those  concerning
interexchange  carrier selection.  Customer represents and warrants that it will
not  submit  to  Sprint  an  END  USER  ANI for activation without obtaining and
maintaining a proper PIC AUTHORIZATION that complies with all applicable federal
and  state  laws,  rules  and  regulations.  Customer shall produce for Sprint's
inspection,  at  Customer's expense, any PIC AUTHORIZATION within 48 hours after
Sprint's oral or written request, or within any shorter period required by a LEC
or  regulatory  agency.

11.3     Customer's  failure to comply with paragraph 11.2 above will constitute
a material breach of this Agreement and Sprint may refuse to activate additional
ANIS  under  Customer's  account  and/or  terminate  this Agreement immediately.
Sprint  will  resume  accepting  ANIS  only  after  Customer  produces  evidence
satisfactory  to  Sprint  that  it  is  in  compliance  with  paragraph  11.2.

11.4  Customer  will  reimburse  Sprint  for  any  charge  assessed by a LEC for
processing  a  PIC  change  due  to  a  Customer  initiated  dispute.

11.5  Customer  will  defend  at  Sprint's  request, indemnify and hold harmless
Sprint  and each of its officers, directors, employees and agents against and in
respect  of  any  loss,  debt,  liability,  damage,  obligation,  claim, demand,
judgment  or  settlement  of any nature or kind, known or unknown, liquidated or
unliquidated,  including  without  limitation, all reasonable costs and expenses
incurred  (legal, accounting or otherwise) (collectively, "Damages") arising out
of,  resulting  from  or  based upon any pending or threatened complaint, claim,
action,  proceeding  or  suit by any third party (a "Claim") alleging Customer's
violation  of any law or any rule or regulation of a federal or state regulatory
agency,  including,  but  not limited to, those laws, rules and regulations with
respect  to  the  unauthorized  switch  of an END USER'S preferred interexchange
carrier  ("slamming").

11.6  Customer  will  be  solely  responsible for END USER solicitation, service
requests,  creditworthiness, customer service, billing and collection.  Customer
remains  responsible  for  compliance  with  all  terms  and conditions of  this
Agreement,  including,  but  not  limited  to, payment responsibilities, without
regard  to  Customer's  ability  to  charge for SERVICES used by END USERS or to
collect  payment  from  END  USERS.

11.7  Customer  will be financially  responsible for usage generated by each END
USER  ANI  activated  by  Sprint until such ANI is presubscribed to another IXC.
Customer  may  request  Sprint to block NETWORK EXTENSION SERVICE to an ANI upon
the  END  USER'S  failure  to  pay  Customer,  subject  to  Customer's  prior
certification  to  Sprint  that it has given the END USER any notice required by
any  applicable statute, rule or regulation.  Customer will reimburse Sprint for
expenses  incurred  to  block  an  ANI.

11.8  Customer  will  be  solely  responsible for amounts it cannot collect from
END  USERS,  including  all  fraudulent  charges  and for billing adjustments it
grants  END  USERS,  including  adjustments  for  fraudulent  charges, directory
assistance  or  any  other  form  of  credit.

11.9  Customer  will  comply  with Sprint's network interface procedures when it
orders  it  own  access  facilities.

11.10  The  minimum  installation  and disconnect intervals for switched SERVICE
ELEMENTS  is  15 calendar days and for dedicated SERVICE ELEMENTS is 35 calendar
days.

12.  SERVICE ACTIVATION.  Sprint will use reasonable efforts to provide switched
SERVICE  within  15  days,  and  dedicated  SERVICE  within  30  days, following
Customer's  order,  or  the  requested delivery date, whichever is later.  These
installation  objectives  will  be  extended  by  the  time  it takes to address
activation  errors  or obtain from Customer a complete and accurate order or PIC
AUTHORIZATION.  Customer  shall  reimburse Sprint for LEC imposed fees resulting
from  a  request  to  expedite  SERVICE.

13.  PRICING;  FORWARD  PRICING;  GENERAL  CONDITIONS.

13.1.  Pricing.  SPRINT  WHOLESALE SOLUTION BASE RATES and PROMOTIONAL DISCOUNTS
are  contained  in  the  ATTACHMENTS  hereto.

13.2.  Prices  in Lieu of Other Discounts.  SPRINT WHOLESALE SOLUTION BASE RATES
and  PROMOTIONAL  DISCOUNTS  are  extended  in  lieu of any other TARIFF, SPRINT
SCHEDULE  or  contractual  discount,  special  pricing,  or  discount term plan.
Discounts  upon  discounts  are only permitted if expressly provided for herein.

13.3.  Prices  Contingent  on Performance.  SPRINT WHOLESALE SOLUTION BASE RATES
and  PROMOTIONAL  DISCOUNTS are contingent on Customer's full performance of all
terms  of  the Agreement.  If Customer fails to pay the undisputed portion of an
invoice  pursuant  to Paragraph 17, Sprint may, at its option and in addition to
other  remedies  available  in  law or equity, take one or more of the following
steps:  (i)  refuse  to  accept  additional  orders  for SERVICE; (ii) refuse to
install  new SERVICE types or SERVICE locations; (iii) disconnect or block ANIs,
circuits,  or  other  SERVICE ELEMENTS for which full payment has not been made;
and/or  (iv)  discontinue PROMOTIONAL DISCOUNTS for SERVICEs provided until such
time  as  Customer  is  in  full compliance with Paragraph 17 of this Agreement.

13.4.  Per  Minute  Charges.  SPRINT  WHOLESALE SOLUTION BASE RATES are invoiced
based on PER MINUTE CHARGES utilizing the RATE PERIODS and BILLING INCREMENTs in
ATTACHMENT  B.

13.5.  Non-Bell  Switched  Origination,  Termination  and  Toll Free Origination
Charges.  Customer  shall  pay  the  charges  specified in ATTACHMENT B for each
originating  minute  and  each  terminating  minute  of  an interstate call that
originates  and/or  terminates  in  a  NON-BELL  SERVICE  AREA.

13.6.  Switched  Origination,  and  Termination Charges.  Customer shall pay the
charges  specified  in  ATTACHMENT  B  for  each  originating  minute  and  each
terminating  minute  of  an  interstate  call.

13.7.  Promotional  Pricing  Levels.  Customer  will  receive  DISCOUNT  ONE and
DISCOUNT  TWO discounts applied only to RATE ELEMENTs as provided in ATTACHMENTs
C  and  D.

13.8.  Forward  Pricing.  As a transition to the pricing hereunder, DISCOUNT TWO
discounts  may be based for a period of time on the greater of Customer's actual
DISCOUNT  TWO MONTHLY VOLUME OF SERVICE or a specified FORWARD PRICING VOLUME OF
SERVICE.  The  FORWARD  PRICING VOLUME OF SERVICE and the period during which it
may  be  applied  are  specified  in  ATTACHMENT  A.

14.  SURCHARGES.

14.1.  Minimum Commitment Surcharge.  For any period during which Customer fails
to  meet  the  MINIMUM  COMMITMENT  stated on ATTACHMENT A, Customer shall pay a
surcharge for SERVICE provided during such period equal to 25% of the difference
between  the  MINIMUM COMMITMENT for such period and Customer's actual NET USAGE
during such period.  Customer's satisfaction of the MINIMUM COMMITMENT shall not
relieve  Customer  of  any  credit  or  security  obligations  set forth in this
Agreement.

14.2.  LEC  Cap  Surcharge.  Any  month  Customer  exceeds  the MAXIMUM NON-BELL
TRAFFIC  PERCENTAGE  specified  in  ATTACHMENT  B for any SERVICE type, Customer
shall  pay  Sprint  the  per  minute  surcharge  for  such  SERVICE specified in
ATTACHMENT  B for each minute above the MAXIMUM NON-BELL TRAFFIC PERCENTAGE that
originates  from  or  terminates  to  a NON-BELL SERVICE AREA.  MAXIMUM NON-BELL
TRAFFIC  PERCENTAGES  will  be  calculated  independently  for  originating  and
terminating  minutes  at  each  PRODUCT  HIERARCHY  LEVEL.

14.3.  Minimum  Average Time Requirement Surcharge.  Any month Customer fails to
equal  or  exceed the MINIMUM AVERAGE TIME REQUIREMENT specified in ATTACHMENT B
for  SERVICES  specified  in  ATTACHMENT B, then Customer shall pay Sprint a per
minute  surcharge  on such usage equal to (a) the per minute surcharge specified
in  ATTACHMENT  B  multiplied  by  (b)  the difference between (i) the number of
minutes  the  SERVICE  was  used  and (ii) the number of calls using the SERVICE
multiplied  by  the  MINIMUM  AVERAGE TIME REQUIREMENT.  This surcharge shall be
calculated  at  each  PRODUCT  HIERARCHY  LEVEL.

14.4.  Noncomplete  Call  Surcharge.  Any  month  Customer  exceeds  the MAXIMUM
NONCOMPLETE  TOLL  FREE CALL PERCENTAGE for interstate Dedicated Toll Free, Toll
Free  Extension,  and/or  interstate  Switched  Toll  Free  traffic as stated on
ATTACHMENT  B,  Customer shall pay Sprint a surcharge equal to the amount stated
in  ATTACHMENT  B  for  each NONCOMPLETE TOLL FREE CALL in excess of the MAXIMUM
NONCOMPLETE  TOLL  FREE  CALL PERCENTAGE.  This surcharge shall be calculated at
each  PRODUCT  HIERARCHY  LEVEL.

14.5.  Minimum  Port  Usage  Surcharge.  Any  month  Customer  fails to equal or
exceed  the MINIMUM PORT USAGE per ACTIVE DEDICATED OUTBOUND PORT (calculated as
Customer's actual NET USAGE for Dedicated Outbound SERVICE divided by Customer's
total number of ACTIVE DEDICATED OUTBOUND PORTs at each PRODUCT HIERARCHY LEVEL)
as  stated  on  ATTACHMENT  A,  Customer  shall  pay  Sprint  a surcharge on its
Dedicated  Outbound SERVICE usage equal to the difference between (a) Customer's
actual  NET  USAGE for Dedicated Outbound SERVICE and (b) the MINIMUM PORT USAGE
multiplied  by  the  total  number  of  ACTIVE  DEDICATED  OUTBOUND  PORTS.

15.  SERVICE  CHARGES.

For  each  END USER ANI or Toll Free number Customer submits for activation that
requires  Sprint  to  disconnect  or  transfer such ANI or Toll Free number from
Sprint's  data base before placing it within Customer's CTIS hierarchy, Customer
will  pay  to Sprint a service charge of $25.00.  Notwithstanding the foregoing,
the  service  charge described in this paragraph 15 will be waived if such ANIs,
or  Toll  Free  numbers do not exceed 15% of the total ANIs or Toll Free numbers
submitted  by  Customer  during  the  immediately  preceding  ninety  (90) days.

16.  SPECIAL  RATE  ADJUSTMENTS.

16.1.  Sprint  may  adjust  the  price  of SERVICE provided hereunder to reflect
changes  in  international  cost  of  service  or currency exchange rates. Price
decreases  will be effective as stated in notice to Customer or immediately upon
notification  if  no  specific effective date is noted.  Price increases will be
effective  upon  5  days'  notice  to  Customer.

16.2.  Sprint  will  unilaterally  amend  ATTACHMENT  B switched origination and
switched  termination  access  charges effective on the first day of January and
July.  The  adjustment  will  consider  increases  and/or decreases in statewide
average  minute of use originating and terminating interstate LEC access charges
imposed  on  Sprint during a measurement period ending approximately ninety (90)
days  prior  to  the effective date of the amendment.  Customer will pay amended
ATTACHMENT  B  charges  for SERVICE usage beginning on the effective date of the
amendment  until  the  effective date of the succeeding amendment.  ATTACHMENT B
charges  apply  only  to  those  SERVICEs  identified in ATTACHMENT B, paragraph
B.13.6.

17.  PAYMENT  FOR  SERVICE.

17.1.  Payment  Obligation.  Customer  shall  pay Sprint for SERVICE pursuant to
the  terms  of  this  Agreement  and  applicable  TARIFFS  and SPRINT SCHEDULES.

17.2.  Call  Detail.  Sprint will provide Customer with a Carrier Transport Call
Detail  Record  file  containing  Customer's  SERVICE usage.  Sprint may, at its
option  and  without  liability  to  Customer,  modify the format of the Carrier
Transport  Call  Detail  Record  file  upon  sixty  (60)  days written notice to
Customer.

17.3.  Payment  Procedure.  Sprint  will  invoice  Customer monthly for SERVICEs
provided  hereunder.  Invoices  shall  be  due and payable upon thirty days from
invoice  date.  All  undisputed charges for SERVICEs provided that remain unpaid
by  Customer  for  a  period  of  thirty (30) days or more after the date of the
invoice will be subject to interest from the date of the invoice at a rate of up
to one and one-half percent (1-1/2%) per month, or the maximum rate allowable by
applicable  law.  If  Customer  fails to pay for services in accordance with the
terms  set  forth  in this Section, Sprint may, at its option and in addition to
other  remedies  available  in  law or equity, take one or more of the following
steps:  (i)  refuse  to  accept  additional  orders  for SERVICE; (ii) refuse to
install  new SERVICE types or SERVICE locations; (iii) disconnect or block ANIs,
circuits,  or  other  SERVICE ELEMENTS for which full payment has not been made;
and/or  (iv)  discontinue PROMOTIONAL DISCOUNTS for SERVICEs provided until such
time  as  Customer  is  in  full compliance with this Paragraph 17. The price of
SERVICE  is  exclusive  of  applicable  taxes.  RESALE  SOLUTION  BASE RATES and
PROMOTIONAL  DISCOUNTS  are  contingent  on  Customer  providing  Sprint  with
certificates  from  appropriate taxing authorities exempting Customer from taxes
that  would  otherwise  be  invoiced  hereunder.

17.4.  Billing Disputes. In the event Customer, in good faith, disputes Sprint's
computation  of  amounts  due  and  owing within all applicable legal periods of
limitation, Customer may withhold payment of the disputed amount.  Customer must
pay  all  charges  which are not in dispute in accordance with the payment terms
set  forth in this Section.  An amount will not be considered "in dispute" until
Customer  has provided Sprint with written documentation explaining the disputed
amount and describing the factual and legal basis of the dispute.  Customer must
cooperate with Sprint to resolve any dispute expeditiously. All disputed amounts
are  due  and  payable  immediately upon Sprint's written denial of the dispute.

18.  PAYMENT SECURITY.  Provision of SERVICE is contingent on credit approval by
Sprint.  Upon  request  by  Sprint, Customer shall provide Sprint with financial
statements  or  other  indications  of  Customer's  financial  and  business
circumstances.  If  Customer's  financial  or  business circumstances or payment
history  is or, during the TERM, becomes unacceptable to Sprint, then Sprint may
require  a  deposit,  irrevocable  letter  of  credit  or other form of security
acceptable  to  Sprint.  Customer's  failure  to provide such security within 10
days  following  Sprint's  reasonable  request  shall constitute a default under
Subparagraph  4.2.

19.  PROPERTY  AND  PERSONAL  INJURY  INDEMNIFICATION.  Each  Party  agrees  to
indemnify,  hold  harmless, and defend the other Party, its directors, officers,
employees,  agents and their successors and assigns from and against any and all
claims,  demands,  causes  of  action, losses, damages, expenses or liabilities,
including  costs  and  reasonable attorney's fees, arising out of claims made by
third  parties  for  personal  injury  (or  death) or loss or damage to personal
property,  arising  out  of  or  related to the negligent or willful misconduct,
errors or omissions, of the indemnifying Party or its subcontractors, directors,
officers,  employees,  agents or representatives.  Claims made by employees of a
Party  which  are  covered  under  applicable workers' compensation laws are not
indemnified  hereunder.

20.  PROPRIETARY RIGHTS INDEMNITY.  If Customer is made the subject of any claim
or  lawsuit by reason of its use of the SERVICEs provided hereunder based on the
allegation that the SERVICE as provided by Sprint constitutes an infringement of
any  third  party  patent,  copyright  or trade secret, enforceable in countries
ratifying  the Berne Convention, Customer will promptly notify Sprint thereof in
writing.  Sprint  will  defend  and  indemnify Customer against all such claims,
demands, and causes of action based on the actual or alleged infringement of any
such third party right.  The indemnities set forth in this Section will include,
without  limitation,  all  penalties,  awards  and  judgments,  all  court  and
arbitration  costs,  attorney's  fees  and  other out-of-pocket costs reasonably
incurred  in  connection  with such claims, demands and causes of action. Sprint
will  have sole discretion to settle or compromise such claim or lawsuit without
the written consent of Customer provided that such settlement or compromise does
not  require  Customer to make any payment not indemnified. Sprint will have the
sole  right to retain and select counsel to represent its interests in defending
any  such  claim  or  litigation  as  part  of  its  indemnification  obligation
hereunder.  Sprint will not reimburse Customer for its attorneys' fees and costs
in  connection with Customer's separate retention of counsel, unless Sprint will
have  wrongly  failed  to  defend  and  indemnify  Customer.

If any action results in a final injunction against Customer with respect to the
SERVICEs  provided pursuant to this Agreement, Sprint agrees that it will at its
option  and  its  sole  expense,  either  (1)  procure for Customer the right to
continue using the infringing SERVICEs or (2) replace or modify the same so that
it  becomes  non-infringing  or  (3)  substitute for the SERVICEs non-infringing
replacement  SERVICEs  having  a  capability equivalent to the SERVICEs provided
herein.  If  none  of  the  foregoing  alternatives  is  reasonably available to
Sprint,  then Customer will have the right to terminate the affected portions of
this  Agreement. Sprint will have no liability under this indemnity provision to
the  extent  the  claim  is  based on a use, a modification, or a combination of
Sprint  SERVICEs  with  products,  goods  or  services  not directly provided by
Sprint.

21.  LIMITATION  OF  LIABILITY.

21.1  SPRINT'S ENTIRE LIABILITY RESULTING FROM ITS FAILURE TO PERFORM ANY OF ITS
OBLIGATIONS  UNDER THIS AGREEMENT IN NO EVENT WILL EXCEED AN AMOUNT EQUAL TO THE
NET  USAGE  CHARGES  PAID  TO  SPRINT  BY  CUSTOMER  DURING THE THREE (3) MONTHS
IMMEDIATELY  PRECEDING  THE  EVENT  OUT  OF  WHICH  THE LIABILITY AROSE.  SPRINT
WILL  NOT  BE  LIABLE  FOR  ANY  UNAVOIDABLE  DAMAGE  TO  CUSTOMER'S  PREMISES.

21.2  IN  NO  EVENT  WILL  SPRINT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR
INDIRECT  DAMAGES  FOR  ANY  CAUSE  OF  ACTION,  WHETHER  IN  CONTRACT  OR TORT.
INCIDENTAL,  CONSEQUENTIAL, OR INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO,
LOST PROFITS OR REVENUES AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT SPRINT
WAS  AWARE  OR  SHOULD  HAVE  BEEN  AWARE  OF  THE  POSSIBILITY OF SUCH DAMAGES.

21.3     WITH  RESPECT  TO  THE  SERVICES,  MATERIALS  AND  EQUIPMENT  PROVIDED
HEREUNDER,  SPRINT  HEREBY  DISCLAIMS  ALL  WARRANTIES,  EXPRESS OR IMPLIED, NOT
EXPLICITLY  STATED  IN THE AGREEMENT, AND IN PARTICULAR DISCLAIMS ALL WARRANTIES
OF  MERCHANTABILITY  AND  FITNESS  FOR  A  PARTICULAR  PURPOSE.

22.  ARBITRATION.  Any  dispute arising out of or relating to the Agreement may,
at the option of the Parties, be finally settled by arbitration.  If the Parties
elect  arbitration, such arbitration will be in accordance with the rules of the
American  Arbitration  Association.  The  arbitration  will  be  governed by the
United  States Arbitration Act, 9 U.S.C. Sec. 1, et. seq., and judgment upon the
award  rendered  by  the  arbitrator(s)  may  be  entered  by  any  court  with
jurisdiction.  The  arbitration will be held in the Kansas City, MO metropolitan
area.

23.  NOTICES.  All  notices  or other communications required or permitted under
this  Agreement  (excluding  invoices)  will  be  in  writing  and sent by:  (a)
facsimile  with a copy sent by regular or overnight mail; or (b) certified mail;
or  (c)  overnight  mail;  or  (d)  electronic mail, addressed to the Parties as
follows:

       If  to  Sprint:     Sprint  Communications  Company  L.P.
          Attention:  Vice  President-Wholesale  Services
          2002  Edmund  Halley  Drive
          Reston,  VA  20191-3436

       With  copy  to:     Sprint  Communications  Company  L.P.
          Attn:  Law  Dept.  -  Marketing  &  Sales  (Business)
          KSOPHT0101-Z2525
          6391  Sprint  Parkway
          Overland  Park,  KS  66251-2525



       If  to  Customer:
          Attention:
          Email  Address:

24.  ASSIGNMENT.  Customer  may  not  assign  or  delegate its responsibilities,
duties, rights or obligations under this Agreement to any person, corporation or
other  entity  without  the  written  consent  of Sprint, such consent not to be
unreasonably  withheld.

25.  EXCUSABLE  DELAY.

25.1  Except  for  the performance of obligations set forth in Paragraphs 17 and
18  of  this  Agreement,  Sprint  and  Customer agree that neither Party will be
responsible  for  any  delay, interruption or other failure to perform hereunder
due to acts beyond the control of the responsible Party.  Such acts include, but
are  not  limited  to,  natural  disasters  such  as  lightening,  earthquakes,
hurricanes, floods or other like causes; war, riot, civil commotion; cable cuts;
explosion  or  fire;  embargoes,  strikes  or  labor  disputes;  or  decrees  of
governmental  entities.

25.2  The affected Party will give notice to the other Party in the event of any
of  the  foregoing  occurrences.  Upon  such  notice, Sprint may cancel or delay
performance  for  as  long  as such performance is delayed by such occurrence or
occurrences,  and in such event will have no liability to Customer.  Should such
occurrence  continue  for  more than 60 days and adversely and materially impact
the other party, such other party may terminate this Agreement without liability
upon  payment  for all SERVICEs delivered prior to the date of such termination,
plus  all  other  charges  and  costs  then  incurred.

26.  HEADINGS.  The  headings  set  forth  in this Agreement are for purposes of
reference  only  and  do not in any way limit or otherwise affect the meaning or
interpretation  of  any  of  the  terms  of  this  Agreement.

27.  CHOICE  OF  LAW. This Agreement and all claims relating to the relationship
between  Sprint  and Customer, including all claims in tort, contract, at law or
in equity will be governed by, construed, enforced and interpreted in accordance
with  the  laws  of  the  state  of  Kansas  without regard to the choice of law
principles  thereof.

28.  RULES  OF  CONSTRUCTION.  No  rule of construction requiring interpretation
against  the  draftsman  shall  apply  in  the interpretation of this Agreement.

29.  MODIFICATION  OF  AGREEMENT. This Agreement may be modified only by written
amendment,  executed  by  officers  of  Customer and Sprint.  Any oral agreement
contrary  to  the  terms  of any SERVICE Agreement will not be admissible in any
dispute,  whether  in  a  court  of  law  or  in  arbitration.

30. WAIVER OF TERMS. If either Party fails, at any time, to enforce any right or
remedy  available to it under this Agreement, that failure will not be construed
to  be  a  waiver  of  the  right  or remedy with respect to any other breach or
failure  by  the  other  Party.

31. PARTIAL INVALIDITY. In the event any of the provisions of this Agreement are
held to be invalid, illegal, or unenforceable, the unaffected provisions of this
Agreement  will  be  unimpaired and remain in full force and effect.  Sprint and
Customer will negotiate to substitute for such invalid, illegal or unenforceable
provision a mutually acceptable provision consistent with the original intention
of  the  Parties

32.  CUMULATIVE  REMEDIES.  Except  as  otherwise  provided herein, the remedies
provided  for  in this Agreement are in addition to any other remedies available
at  law  or  in  equity.

33.  ENTIRE  AGREEMENT. This Agreement, including EXHIBITS, ATTACHMENTS, and the
documents  and  instruments  referred  to  herein,  constitutes  the  entire
understanding  between the Parties relating to its subject matter and supersedes
all  prior  or  contemporaneous  negotiations  or  agreements,  whether  oral or
written,  relating  to  the subject matter hereof.  Customer is not relying upon
any  representations or promises made by or on behalf of Sprint in entering into
this  Agreement.

<PAGE>

34.     EXPIRATION  OF OFFER.  Sprint's offer to enter into this Agreement shall
be  withdrawn  if  the  Agreement  is  not  executed  by  both
Parties  within  45  days  after  the  PROPOSAL  DATE  stated  on  ATTACHMENT A.

EXECUTED  and  made  effective  when  signed  below  by  both  parties.

GTC  TELECOM                       SPRINT COMMUNICATIONS COMPANY L.P.


By:                                          By:
                                   Art  MacDowell
Title:                             Vice  President, Wholesale Services Group

Date:                              Date:

<PAGE>
                                   EXHIBIT 1

                                   DEFINITIONS

Capitalized  terms  appearing  in  bold print in the Agreement, its EXHIBITS and
ATTACHMENTs  are  defined  as  follows:


<PAGE>
"ACTIVE  DEDICATED OUTBOUND PORT" means a Customer access port (DS-0 equivalent)
connected  to  Sprint  and  activated  as  Dedicated  Outbound  Service.

"ANI"  means  a calling telephone number identification which is forwarded to an
IXC  by  a  LEC  as  a  call  is  placed.

"ASSOCIATED  LOCATION" means a physical premise to or from which Sprint provides
SERVICE which is: (a) owned or leased by Customer; (b) occupied by a business in
which  Customer  has  an equity interest of at least a 25%; or (c) occupied by a
franchisee  of  Customer.

"ATTACHMENT"  means  a  supplement  attached  to,  and a part of, the Agreement.

"BILLING  INCREMENT"  means  a  Tariffed  or SPRINT SCHEDULED billing increment,
unless  otherwise  stated  in  ATTACHMENT  B.

"CALLING  CARD" means a card issued to an END USER in Customer's name containing
an authorization code that the END USER may use to originate calls over Sprint's
network  as  provided  in  EXHIBIT  2.

"CIC"  means  an  IXC  carrier  identification  code.

"CTIS"  means  Sprint's  Carrier  Transport  Invoicing  System.

"DAY  RATE  PERIOD"  means  the Tariff or SPRINT SCHEDULE day rate period unless
otherwise  specified  herein.

"DISCOUNT  ONE"  means  a  RATE  ELEMENT  specific discount that (1) is based on
Customer's DISCOUNT ONE MONTHLY VOLUME OF SERVICE and (2) is applied to usage at
the  SERVICE  HIERARCHY  LEVEL that has been priced at SPRINT WHOLESALE SOLUTION
BASE  RATES.

"DISCOUNT  ONE MONTHLY VOLUME OF SERVICE" means the volume of Customer's monthly
usage,  at  each  PRODUCT HIERARCHY LEVEL, for a specific RATE ELEMENT priced at
SPRINT  WHOLESALE  SOLUTION  BASE  RATES.

"DISCOUNT  RATE  PERIOD"  means  the SPRINT SCHEDULE international discount rate
period  unless  otherwise  specified  herein.

"DISCOUNT  THREE"  means  a  RATE ELEMENT specific discount that (1) is based on
Customer's  DISCOUNT  THREE  MONTHLY VOLUME OF SERVICE and (2) is applied at the
PRODUCT  HIERARCHY  LEVEL  or  the  SERVICE  HIERARCHY  LEVEL  to  interstate or
international  usage  to  the  LATAs  or  countries  specified  in ATTACHMENT C.

"DISCOUNT  THREE  MONTHLY  VOLUME  OF  SERVICE"  means  the volume of Customer's
monthly  usage,  at  the  PRODUCT HIERARCHY LEVEL or SERVICE HIERARCHY LEVEL, of
interstate  or  international  minutes  to  the  specific  LATAs  or  countries
identified in ATTACHMENT C and priced based on the usage levels and RATE PERIODS
specified  in  ATTACHMENT  C.

"DISCOUNT  TWO"  means  a  RATE  ELEMENT  specific discount that (1) is based on
Customer's DISCOUNT TWO MONTHLY VOLUME OF SERVICE and (2) is applied to usage at
the  SERVICE  HIERARCHY  LEVEL that has been priced at SPRINT WHOLESALE SOLUTION
BASE  RATES  less  DISCOUNT  ONE  discounts.

"DISCOUNT  TWO MONTHLY VOLUME OF SERVICE" means the volume of Customer's monthly
usage, at the MASTER HIERARCHY LEVEL, of all RESALE SOLUTION SERVICEs, including
directory  assistance  SERVICEs,  priced at SPRINT WHOLESALE SOLUTION BASE RATES
after the application of DISCOUNT ONE discounts, but prior to the application of
DISCOUNT TWO discounts.  DISCOUNT TWO MONTHLY VOLUME OF SERVICE does not include
SPRINT WHOLESALE SOLUTION SERVICE charges that are not based on usage, Clearline
Service  charges,  Private  Line  charges,  any  charge  associated  with access
(dedicated  or  non-dedicated),  facilities  charges,  any  usage  related fixed
charge,  any  non-recurring  charge  such  as  installation  charges,  taxes,
surcharges,  transfer  fees,  or  interest.

"EARLY  TERMINATION  CHARGE"  means  the  charge  imposed  for  terminating  the
Agreement  prior  to  expiration of the TERM as provided in Paragraph 5 thereof.

"ECONOMY  RATE  PERIOD"  means  the  SPRINT  SCHEDULE international economy rate
period.

"END USER" means a customer of Customer to whom Sprint extends NETWORK EXTENSION
SERVICE  at  a  NON-ASSOCIATED  LOCATION.

"EVENING  RATE  PERIOD"  means the TARIFF or SPRINT SCHEDULE evening rate period
unless  otherwise  specified  herein.

"EXCUSABLE  DELAY"  means  any  event  that prevents a Party from performing its
obligations  hereunder and that is beyond the reasonable control and without the
fault  or  negligence  of  such  Party.

"EXHIBIT"  means  a  supplement  attached  to,  and  a  part  of, the Agreement.

"FORWARD  PRICING  VOLUME  OF  SERVICE" means the volume of service specified in
ATTACHMENT  A  upon  which  DISCOUNT  TWO  discounts may be based as provided in
Subparagraph  13.8  of  the  Agreement.

"INTERSTATE  ADJUSTMENT"  means  the  adjustment  under  Subparagraph 6.2 to the
invoice  for  interstate  usage  that is based on the level of intrastate usage.

"INTERSTATE  ADJUSTMENT  RATE" means the rate identified in ATTACHMENT D that is
used  to  determine  the  INTERSTATE ADJUSTMENT as provided in Subparagraph 6.2.

"IXC"  means  interexchange  carrier.

"LEC"  means  local  exchange  carrier.

"MASTER  HIERARCHY  LEVEL"  means  billing  hierarchy  level  1.

"MAXIMUM  NONCOMPLETE TOLL FREE CALL PERCENTAGE" means, for each month, for each
SERVICE  type, the ratio, expressed as a percentage, of (i) the aggregate number
of  NONCOMPLETE TOLL FREE CALLs during such period divided by (ii) the aggregate
number  of  Toll  Free  calls  during  such  period.  This  percentage  shall be
calculated  at  each  PRODUCT  HIERARCHY  LEVEL.

"MAXIMUM  NON-BELL  TRAFFIC  PERCENTAGE"  means,  for  each  month,  the  ratio,
expressed  as a percentage, of (i) the number of minutes during such period that
originate  from,  or  terminate in, a NON-BELL SERVICE AREA, divided by (ii) the
total  number  of  minutes  during  such  period.  MAXIMUM  NON-BELL  TRAFFIC
PERCENTAGEs  will  be  calculated  independently for originating and terminating
minutes  at  the  PRODUCT  HIERARCHY  LEVEL.

"MINIMUM  AVERAGE  TIME  REQUIREMENT"  means  the minimum average call duration,
expressed  in  minutes,  for  SERVICEs  as  specified in ATTACHMENT B.   MINIMUM
AVERAGE  TIME  REQUIREMENT  calculations  will be made at each PRODUCT HIERARCHY
LEVEL.

"MINIMUM  COMMITMENT"  means  the  minimum  monthly  usage  commitment stated on
ATTACHMENT A.  The calculation to determine whether Customer has met the MINIMUM
COMMITMENT  shall  be  based  on  Customer's  invoiced  NET  USAGE.

"MINIMUM  PORT USAGE" means the minimum NET USAGE for Dedicated Outbound Service
stated  on  ATTACHMENT  A  that  Customer  shall  generate  per ACTIVE DEDICATED
OUTBOUND  PORT.

"NETWORK  EXTENSION  SERVICE"  means  SERVICE  that  Sprint  extends  to  the
NON-ASSOCIATED  LOCATION  of  an  END  USER.

"NET  USAGE"  means  the  monthly  amount  invoiced  for use of a SERVICE net of
DISCOUNT ONE, DISCOUNT TWO and DISCOUNT THREE discounts.  NET USAGE includes the
following as they apply to particular SERVICEs: monthly per-minute usage charges
invoiced  under  the  Agreement;  route  advance charges; real time ANI charges;
switched  origination  and  termination  charges;  directory assistance charges;
MINIMUM  AVERAGE  TIME  REQUIREMENT  Surcharges;  Noncomplete  Call  Surcharges;
FONCard  surcharges;  and  LEC  Cap  Surcharges.

"NIGHT/WEEKEND  RATE  PERIOD"  means the TARIFF or SPRINT SCHEDULE night/weekend
rate  period  unless  otherwise  specified  herein.

"NONCOMPLETE  TOLL  FREE  CALL" means an attempted Switched Toll Free, Dedicated
Toll  Free,  or  Toll  Free  Extension  call that is not completed to the called
number  for  any  reason.

"NON-ASSOCIATED  LOCATION"  means  any  physical premise to or from which Sprint
provides  SERVICE  that  is  not  an  ASSOCIATED  LOCATION.

"NON-BELL  SERVICE  AREA" means the geographic service area of any "independent"
LEC  which  is  not  a  Bell  Operating  Company.

"OFF  PEAK  RATE PERIOD" means (a) the EVENING RATE PERIOD and the NIGHT/WEEKEND
RATE  PERIOD for interstate traffic and (b) the DISCOUNT RATE PERIOD and ECONOMY
RATE  PERIOD  for  international  traffic.

"PEAK  RATE PERIOD" means (a) the DAY RATE PERIOD for interstate traffic and (b)
the  STANDARD  RATE  PERIOD  for  international  traffic.

"PER  MINUTE  CHARGE"  means  the  per minute charge for SERVICE as set forth in
EXHIBIT  C  based on RATE PERIODS and BILLING INCREMENTs stated in ATTACHMENT B.

"PIC  "  means  primary  interexchange  carrier

"PIC  AUTHORIZATION"  means  an  END  USER's  selection  of a PIC that meets the
requirements  of  federal  and  state  law.

"PRIMARY  CARRIER"  means  the  IXC  designated by Customer as its first routing
choice  and  primary  overflow  carrier.

"PRIMARY  CARRIER SERVICE" means the SERVICE specified in ATTACHMENT A for which
Sprint  shall  be  Customer's  PRIMARY  CARRIER.

"PRODUCT  HIERARCHY  LEVEL"  means  the  fifth  level  in  the  Customer billing
hierarchy,  and  is  directly  above the SERVICE HIERARCHY LEVEL which ties like
SERVICEs  together  for  purposes of reporting.  Each PRODUCT HIERARCHY LEVEL is
considered  independently  for  calculation and application of DISCOUNT ONE, LEC
Cap  Surcharges,  MINIMUM  AVERAGE TIME REQUIREMENT Surcharges, NONCOMPLETE TOLL
FREE  CALL  Surcharges  and  MINIMUM  PORT  USAGE  Surcharges.

"PROMOTIONAL DISCOUNTS" is a collective reference to DISCOUNT ONE, DISCOUNT TWO,
DISCOUNT  THREE  and  INTERSTATE  ADJUSTMENTs.

"PROPOSAL  DATE"  means the date indicated on ATTACHMENT A that the Agreement is
offered  by  Sprint  to  Customer.

"PROPRIETARY  INFORMATION"  means  (a)  written  information of a Party which is
clearly  and  conspicuously  marked  as  proprietary or confidential or which is
accompanied  by  written  notice that such information is confidential, or (b) a
verbal  communication  which  is  subsequently confirmed in writing to the other
Party  as  confidential  or  proprietary  information which (i) is maintained in
confidence  and  secrecy  by  the  disclosing  Party,  (ii)  is  valuable to the
disclosing  Party because of such confidence or secrecy, and (iii) is subject to
the  disclosing  Party's reasonable efforts to maintain such confidentiality and
secrecy.  PROPRIETARY  INFORMATION shall not include information which (1) is at
any  time  in  the public domain other than through wrongdoing on the part of an
entity  owing  a  duty of confidentiality to the disclosing Party, (2) is within
legitimate  possession  of  the  receiving  Party  without  obligation  of
confidentiality,  (3)  is  lawfully  received  from  a third party having rights
therein  without restriction of the right to disseminate the information, (4) is
independently  developed  without  breach  of  any obligation of confidentiality
through  parties without access to or knowledge of such PROPRIETARY INFORMATION,
(5)  is  disclosed  with  prior  written  approval  of  the  other Party, (6) is
transmitted  after  the  disclosing  Party  has received written notice from the
receiving  Party  that  it  does  not  desire  to  receive  further  PROPRIETARY
INFORMATION,  or  (7)  is  obligated  to  be  produced under order of a court of
competent  jurisdiction.

"RATE  ELEMENT"  means  a  jurisdictional  element  of the rate for a particular
SERVICE.  For  example,  Dedicated  Outbound  rates  consist  of  separate  RATE
ELEMENTS  for  interstate,  intrastate,  Canada,  Mexico  domestic,  Mexico
international,  other  international,  and  directory  assistance  usage.

"RATE  PERIODS"  is a collective reference to the DAY RATE PERIOD, DISCOUNT RATE
PERIOD, ECONOMY RATE PERIOD, EVENING RATE PERIOD, NIGHT/WEEKEND RATE PERIOD, OFF
PEAK  RATE  PERIOD,  PEAK  RATE  PERIOD,  and  STANDARD  RATE  PERIOD.

"SERVICE"  means  the  service  identified  in the EXHIBITS and ATTACHMENTS that
Sprint  shall  provide  and  Customer  shall  purchase  hereunder.

"SERVICE  ELEMENT"  means  any line, circuit or other unit of a SERVICE.  In the
case  of  switched  or  virtual  SERVICEs,  "SERVICE  ELEMENT" means switched or
virtual  SERVICES  provided  at  a  Customer  location.

"SERVICE  HIERARCHY  LEVEL"  means  the sixth and lowest level in the Customer's
billing  hierarchy.

"SPRINT  SCHEDULE(S)" means the applicable schedule posted by Sprint on Sprint's
web  site  at  www.sprint.com/ratesandconditions,  under  "Rates  for Business."

"SPRINT  WHOLESALE  FONCARD  SERVICE"  means  a  SERVICE  consisting of a Sprint
authorization  code  incorporated  into  Customer's CALLING CARD which, together
with  Customer's  service  enhancements,  is  provided  to  END USERS for use in
originating  calls  over  Sprint's  network  as  provided  in  EXHIBIT  2.

"SPRINT  WHOLESALE  SOLUTION  BASE  RATES"  means the prices provided herein for
SPRINT  WHOLESALE  SOLUTION  SERVICE.

"SPRINT  WHOLESALE  SOLUTION SERVICE" means switched SERVICE purchased under the
Agreement  and  invoiced  under  CTIS.

"STANDARD  RATE  PERIOD"  means  the  SPRINT  SCHEDULE  standard rate period for
international  SERVICE  unless  otherwise  specified  herein.

"TARIFF(S)"  means any applicable tariff filed by Sprint with a state regulatory
commission  for  intrastate  SERVICE.  Should  Sprint  no longer file TARIFFS in
order  to  provide  SERVICE, then TARIFF shall mean the standard rate tables and
terms  and  conditions  that  replace  such  TARIFFS.

"TERM"  means  the  term  of  the  Agreement as provided in Paragraph 3 thereof.


<PAGE>
                                    EXHIBIT 2

                                    SERVICES

The  following  SERVICEs  are  provided  pursuant  to  the  Agreement:


<PAGE>
1.  OUTBOUND  SERVICE.

1.1.  SPRINT  WHOLESALE  DEDICATED  OUTBOUND  AND  SPRINT  WHOLESALE  OUTBOUND
EXTENSION.  Dedicated  Outbound  and Outbound Extension as further defined below
are  provided  hereunder  for  switched  outbound  traffic  with  interstate  or
international termination that originates over dedicated special access (DS-1 or
DS-3)  circuits.

1.2.  SPRINT  WHOLESALE DEDICATED OUTBOUND (also referred to herein as Dedicated
Outbound).  Dedicated  Outbound  is  SERVICE  subscribed  to,  and  paid for, by
Customer that originates from an ASSOCIATED LOCATION.  Dedicated Outbound may be
obtained  only  by  a  carrier  with  its  own  CIC.

1.3.  SPRINT  WHOLESALE  OUTBOUND EXTENSION (also referred to herein as Outbound
Extension).  Outbound  Extension  is  SERVICE  subscribed  to,  and paid for, by
Customer  but  connected  directly  to  a  NON-ASSOCIATED  LOCATION.

1.4.  SPRINT  WHOLESALE  SWITCHED  OUTBOUND (also referred to herein as Switched
Outbound).  Switched Outbound is provided hereunder for switched access outbound
traffic  utilizing  Feature  Group D protocol having interstate or international
termination.

2.  TOLL  FREE  SERVICE.

2.1.  SPRINT  WHOLESALE  DEDICATED  TOLL  FREE  and  SPRINT  WHOLESALE TOLL FREE
EXTENSION.  Dedicated Toll Free and Toll Free Extension as further defined below
are  provided hereunder for Customer switched inbound traffic with interstate or
international origination that terminates over dedicated special access (DS-1 or
DS-3)  circuits.

2.2.  SPRINT WHOLESALE DEDICATED TOLL FREE (also referred to herein as Dedicated
Toll  Free).  Dedicated  Toll  Free is Toll Free SERVICE subscribed to, and paid
for, by Customer that terminates to an ASSOCIATED LOCATION.  Dedicated Toll Free
may  be  obtained  only  by  a  carrier  with  its  own  CIC.

2.3.  SPRINT WHOLESALE TOLL FREE EXTENSION (also referred to herein as Toll Free
Extension).  Toll  Free  Extension  is Toll Free SERVICE subscribed to, and paid
for,  by  Customer  but  connected  directly  to  a  NON-ASSOCIATED  LOCATION.

2.4.  SPRINT  WHOLESALE  SWITCHED TOLL FREE (also referred to herein as Switched
Toll  Free).  Switched  Toll  Free  is  provided  hereunder for switched inbound
traffic,  terminating  on  Feature  Group  D  protocol,  having  interstate  or
international  origination.

2.5.  INTERNATIONAL  TOLL  FREE  ORIGINATION.  International  Toll  Free SERVICE
("ITFS")  shall  be  provided  subject  to  availability.  Because  of a limited
quantity  of  Toll  Free  numbers  in  some  countries,  Sprint may, as it deems
appropriate,  after  30  days  notice, disconnect any ITFS number which does not
generate  at  least  60  minutes of usage during any period of three consecutive
months.  ITFS  traffic  must  be terminated directly in the continental U.S.  If
reorigination occurs, ITFS traffic is subject to foreign PTT interruption and is
beyond  Sprint's  control.  ITFS  SERVICE  shall  be provided pursuant to SPRINT
SCHEDULE,  including  rates,  discounts  and  Toll  Free  number charges, unless
otherwise  provided  herein.

3.  DIRECTORY  ASSISTANCE.

3.1.  INTERSTATE.  Interstate  directory assistance provided hereunder must have
a  domestic  origination  over Customer's circuits.  Sprint may modify directory
assistance  prices provided in the Agreement to reflect changes in LEC directory
assistance  charges.

3.2.  INTERNATIONAL.  International directory assistance is provided pursuant to
SPRINT  SCHEDULE.  International  directory  assistance  must  have  a  domestic
origination  over Customer's circuits and request numbers must be located in the
countries listed in SPRINT  SCHEDULE NO. 1, Section 2.1. International directory
assistance  may  be  obtained  by calling a Sprint operator who will request the
number from the appropriate country's international operator.  Sprint may modify
directory  assistance  prices  provided  in  the Agreement to reflect changes in
directory  assistance  charges  of  other  countries.

3.3.  TOLL  FREE  DIRECTORY LISTINGS.  Customer's Toll Free numbers shall not be
eligible  for  any  toll  free  directory  listing  at  Sprint's  expense.

4.  SPRINT  WHOLESALE  FONCARD  SERVICE.

4.1.  SPRINT  WHOLESALE  FONCARD  SERVICE  (also referrred to herein as FONCard)
consists  of  an  authorization  code  issued  by  Sprint  which  Customer  will
incorporate  into  a  CALLING  CARD.  The  CALLING  CARD, together with Customer
provided  service enhancements, will be provided in Customer's name to END USERs
who  may use the card to originate calls over Sprint's network in the contiguous
U.S.  and  selected  countries.  Sprint  will  transport Customer's CALLING CARD
traffic  with  the  same  quality  as  Sprint  FONCard  traffic.

4.2.  Availability.  SPRINT WHOLESALE FONCARD SERVICE is provided subject to (a)
availability  and compatibility of facilities, (b) Customer fulfillment, and (c)
Toll Free access origination, which Customer agrees may be withheld by Sprint in
certain  LATAs  because  of  facility  constraints.

4.3.  Activation.  Sprint  will  provide  Customer  with activated authorization
codes  to  be imprinted on Customer's CALLING CARDS.  The codes will be provided
within  30  days following Customer's request and notice to Sprint of Customer's
fulfillment  vendor.

4.4.  Toll  Free  Access.  Customer  may  elect  CALLING CARD access to a Sprint
operator  using  either  a  "Generic" or "Branded" Toll Free access number.  The
operator  response  to  a  Generic  Toll  Free  call  will  be similar to: "Long
Distance, may I help you?"  Calls to a Branded access number will be answered by
an  operator  assigned  exclusively  to  Customer.  Operator response to Branded
access  calls  will  be  similar  to:  "(Customer)  Long  Distance  Operator."

Customer  shall  pay  a  non-recurring charge for establishing account access as
provided  in  ATTACHMENT  B.

4.5.  Service Representative.  Sprint will designate a representative to provide
Customer  service.  This representative will not be available for direct contact
by  END  USERs.

4.6.  Non-Emergency  Deactivation.  Sprint  will  advise Customer of the process
for  requesting non-emergency deactivation of an authorization code.  Sprint may
periodically  deactivate unused authorization codes to minimize potential fraud.
Sprint will notify Customer of any such deactivation.  Emergency deactivation is
provided  for  in  Subparagraph  4.9  of  this  ATTACHMENT.

4.7.  Remedy  for  Service Failure.  Notwithstanding anything to the contrary in
Subparagraph  4.1(e)  of the Agreement, Customer's sole and exclusive remedy for
failure  of  a  particular  SPRINT  WHOLESALE  FONCARD  SERVICE  shall  be
discontinuation  of  the  affected  SERVICE  subject  to  Paragraph  25  of  the
Agreement.

4.8.  Customer  Obligations.  Customer shall, at Customer's expense: (a) design,
manufacture  and  distribute its CALLING CARDS; (b) solicit END USERs in its own
name  in  compliance  with  Paragraph  8  of the Agreement; (c) address END USER
service  requests;  (d)  determine  END  USER  creditworthiness;  (e) define its
relationship  with  END  USERs relative to its CALLING CARD service by tariff or
contract;  (f)  provide  CALLING  CARD  fulfillment  using  a bonded fulfillment
vendor;  (g)  supply its fulfillment vendor with necessary END USER information;
(h)  maintain its own END USER data base; (i) provide END USER customer service,
billing  and  collection; (j) maintain its own END USER customer service number,
which shall be printed on each CALLING CARD; (k) establish internal CALLING CARD
management  procedures;  (l) monitor for fraud and code abuse; and (m) cooperate
and  interface  with  Sprint  to prevent fraud or code abuse as provided herein.

Customer  shall  provide  Sprint  with  all  order  authorizations,  service
applications  and  information  that  Sprint  requires to establish and maintain
SPRINT  WHOLESALE  FONCARD  SERVICE  and  proper  invoicing.

Customer shall be liable for (a) all usage charged to an activated authorization
code after the code is provided to Customer or its agent, (b) non payment by END
USERs,  and  (c)  billing  adjustments  granted  to  END  USERs  as  provided in
Subparagraph  11.6  of  the  Agreement.

Customer  shall  indemnify  and  hold  Sprint harmless from any claim or damages
resulting  from  Sprint's  deactivation  of  an authorization code at Customer's
request.

4.9.  Code  Abuse;  Fraud;  Emergency  Deactivation.  Sprint  and  Customer will
cooperate to deter CALLING CARD fraud and code abuse.  Sprint will monitor usage
of  Customer CALLING CARDS to detect fraud or code abuse in the same manner that
it  monitors  FONCard usage of its own customers.  This activity will not create
any  liability  on  the  part  of  Sprint  resulting  from  code abuse or fraud.
Customer  shall  be  liable  for all usage charged to an activated authorization
code  that  results  from  fraud  or  code  abuse.
Sprint  will  notify  Customer  of  (a)  the  process Customer may use to obtain
emergency  deactivation  of  a  lost  or stolen CALLING CARD and (b) the process
Sprint  will  use  to  notify  Customer  of  suspected  fraud  or  code  abuse.

Customer  shall  maintain a 7 day per week, 24 hour per day, contact that Sprint
will  immediately  notify  if  fraud or code abuse is suspected.  Customer shall
advise Sprint within 30 minutes after receiving such notice whether it wants the
authorization  code  deactivated.  If  Sprint  is  unable  to  reach  Customer's
contact,  or  if Customer fails to respond to Sprint's notice within 30 minutes,
Sprint  may,  in  its  discretion,  deactivate the authorization code and advise
Customer of its actions.  Sprint shall incur no liability for such deactivation.

Sprint shall be liable for calls charged to an authorization code after a period
of  4  hours  following  an  appropriate  emergency  deactivation  request.

Requests  for  credit  pursuant  to  this  subparagraph  shall  be  supported by
appropriate  documentation.  Sprint  will  investigate  and,  in its discretion,
either  approve  or reject such requests.  Notwithstanding anything in Paragraph
18  of  the  Agreement, the amount of any credit request under this subparagraph
shall  not  be  deducted  as  a  disputed charge prior to payment of an invoice.

5.0.  ANI  Screening  Suppression.  In  the  event Sprint provides ANI Screening
Suppression (ANI-S-S) to any of the Parties executing this Agreement below, such
Party:  (i)  agrees  that  all  fraud  monitoring  is disabled, therefore, Party
accepts  full  responsibility  for  any  and  all fraud liability; (ii) will not
utilize  the  same  trunk  for  both  reseller  equal  access traffic and resale
cellular  traffic,  (iii)  will  block  access  to any and all Sprint 800 access
numbers  as  well  as 10333 access, if technically capable, and (iv) agrees that
the  following  restrictions  apply  to  ANI  Screening  Suppression:

-     Is  only  supported  on  dedicated  FGD  originations for Sprint Wholesale
Dedicated  Outbound  and  Sprint  Wholesale  Dedicated  Extension  services
-     Renders reseller ineligible for products and services that require Feature
Look-Ups  to  the  SCP
-     Disallows  fraud  blocks  -  applies  to  entire  switch/trunk  group
-     Supports  only  domestic  ANI  delivery
-     Does  not  support  ANI  based  features such as Class Of Service, Account
Code,  Bong  Off,  and  ANI  routing,  to  include  OPART


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