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INTERNET SERVICES RESELLER AGREEMENTFOR RESELLERS RESIDENT IN QUEBEC, FRANCE AND
OTHER  FRANCOPHONE JURISDICTIONS: RESELLER AND MCI HAVE EXPRESSLY REQUESTED THAT
THE AGREEMENT AND ALL DOCUMENTS AND NOTICES RELATED TO THIS AGREEMENT BE DRAFTED
IN THE ENGLISH LANGUAGE. LE CLIENT ET WORLDCOM ONT DEMAND EXPRESS MENT QUE LA PR
SENTE  ENTENTE  ET TOUS LES DOCUMENT ET AVIS CONNEXES SOIENT R DIG S EN ANGLAIS.

This Internet Services Reseller Agreement ("Agreement") is made and entered into
by  and  between  UUNET Technologies, Inc. ("MCI"), a Delaware corporation d/b/a
MCI  Internet Wholesale, a division of the MCI operating unit of WorldCom, Inc.,
and GTC Telecom Corp. ("Reseller"), a Nevada corporation. This Agreement will be
effective as of the date executed by both of the parties (the "Effective Date").
For  good  and  valuable  consideration, the receipt and sufficiency of which is
acknowledged,  the  parties  agree  as  follows.

1.     The  initial  term of this Agreement ("Initial Term") will expire two (2)
years  from  commencement  of the first full monthly billing cycle following the
Service  Commencement  Date  (as  such term is defined in the attached Terms and
Conditions).  The  term  will automatically renew for additional, successive one
(1)  year  terms  (each, a "Renewal Term") at the expiration of the Initial Term
and  at  each anniversary thereof, unless either party provides the other notice
to  the  contrary  at  least sixty (60) days prior to the expiration of the then
current  term,  in which case this Agreement will terminate as of the expiration
of  the  then  current  term.

2.     Reseller  will  pay  MCI  for the Service (as such term is defined in the
attached  Terms  and  Conditions)  in accordance with the pricing model attached
hereto  and  identified  as  Schedule  A.

3.     The parties' rights and obligations under this Agreement are set forth in
the  attached  Terms  and  Conditions identified as Schedule B, all of which are
incorporated  by  reference  herein.

4.     Reseller's  address for purposes of the Notice provisions in the attached
Terms  and  Conditions  will  be  as  follows:

3151  Airway  Avenue,  Suite  P-3
Costa  Mesa,  CA  92626
telephone  number:  (714)  549-7700
facsimile  number:  (714)  549-7707
attention:  Paul  Sandhu,  CEO

IN  WITNESS  WHEREOF, MCI and Reseller have executed this Agreement on the dates
noted  below.

UUNET  TECHNOLOGIES,  INC.     GTC  TELECOM  CORP.



By: /s/ John W. Bell                By: /s/ Gerald A. DeCiccio
Title:  John W. Bell                Title:  Gerald A. DeCiccio
Date: 5/20/02                       Date: 5/15/02

<PAGE>


                                   SCHEDULE A
                            SERVICE FEES AND CHARGES

START-UP  FEE:  Reseller  shall  pay  a  one-time  start-up fee of $20,000. Such
start-up  fee  is  due upon and shall be payable in connection with execution of
this  Agreement.  MCI  shall  issue a credit to Reseller in the seventh month of
service equal to such start-up fee if (a) Reseller's actual number of Seen Users
(as  defined herein) meets or exceeds 5,000 by the end of the first six (6) full
monthly billing cycles following the Service Commencement Date, and (b) Reseller
timely meets all its obligations under the Agreement during such billing cycles.


II.     DIAL-UP  SERVICES:  Unless otherwise noted, all dial-up Service fees are
for  dial-up  access  to the Internet using MCI's dial access network facilities
via  a  point  of  presence  ("POP")  for  the  contiguous  48  United  States.

     A.     LOCAL  DIAL-UP  SERVICE.

Monthly  Fee.  Reseller  shall  assign  each End User a unique identifier (e.g.,
"user@realm")  for  billing purposes, the structure of which must be approved in
advance  by MCI. Reseller shall pay a monthly fee to MCI equal to (i) the number
of  End  Users  that  MCI identifies on its network as using MCI's local dial-up
service (each, a "Seen User") in the applicable billing cycle multiplied by (ii)
the  applicable  Monthly  Fee  Per  Seen  User determined in accordance with the
following  table.

               Number of Seen Users     Monthly Fee Per Seen User
                              0 - 25,000     $xxxx
                         25,001+     renegotiate pricing

Once  Reseller  has  reached  25,000 Seen Users on the network, MCI will in good
faith renegotiate the Seen User rate.  Any new rate shall be effective beginning
the  first  month  following Reseller reaching 25,000 Seen Users on the network.

Excess  Usage.  For  each  End  User  that exceeds 150 hours of usage in a given
monthly  billing  cycle, Reseller agrees to pay a surcharge of $x.xx per hour or
any  portion  of  usage  in  excess  of  150  hours  per  End  User.

Pricing Adjustment. If Reseller's average usage per End User exceeds 35 hours in
any  two  (2)  consecutive  billing  cycles, at MCI's request, the parties shall
cooperate in good faith to negotiate mutually agreeable increases to some or all
of  the  Monthly  Fee  Per  Seen  User amounts listed in the above table. If the
parties  are  unable  to  reach  agreement  on  such  increases  within the next
following  fifteen  (15) days, MCI may unilaterally increase some or all of such
Monthly  Fee  Per  Seen  User  amounts upon at least fifteen (15) days notice to
Reseller.  Should  MCI  unilaterally  implement any such increases in accordance
with  the  foregoing,  Reseller shall have the right to terminate this Agreement
within the fifteen (15) day period following the effective date of such increase
upon  at  least  fifteen  (15)  days advance notice to MCI without incurring the
early termination fee listed in Section IV below. If Reseller fails to terminate
this Agreement within fifteen (15) following the effective date of such increase
the  new  Monthly  Fee  Per  Seen  User  amount  shall  apply.


Regional  Roaming.  Reseller  shall pay a regional roaming surcharge of $.xx per
hour  for  usage  via a POP for Canada and $x.xx per hour for the non-contiguous
United  States  and  its territories (i.e., Hawaii, Alaska, Puerto Rico and U.S.
Virgin  Islands).

Global  Roaming. Reseller shall pay a global roaming surcharge of $x.xx per hour
for  usage  via  a  POP  located  outside of Canada or the United States and its
territories.

ISDN.  One  hour  of  ISDN  use on two B channels will be billed as two hours of
usage.

     B.     TOLL  FREE  DIAL-UP  SERVICE.  Allows toll-free access to MCI's dial
access  network  facilities  via U.S. and Canadian POPs at the rate of $x.xx per
End  User per hour ($xx.xx per End User per hour if via a POP located in Central
or  South  America).  If such Service is requested by Reseller, MCI may elect to
provide  such toll-free Service conditioned upon Reseller's agreement to certain
reporting  or  similar  requirements,  including  but  not  limited  to Reseller
providing a reasonably accurate six (6) months' rolling forecast, updated in the
first  week  of  every  calendar month, of the anticipated peak simultaneous End
Users  of  the  Service. MCI will notify Reseller once the toll-free Service has
been  activated  and  is  available  to  Reseller's  End  Users.

     C.     NETWORK ACCESS IDENTIFIER ("NAI") SERVICE. MCI will provide Reseller
one  realm  (e.g.,"@realm.com")  at  no  charge. Reseller may request additional
realms  or  subrealms  (e.g.,"@subrealm.realm.com").  The  charge for additional
realms/subrealms are (i) a one time start-up charge of $500.00per Realm/subrealm
and  (ii)  $250.00  per  month  per additional realm/subrealm. MCI may refuse to
establish  any particular requested realm/subrealm at its discretion at any time
for  any  reason.  Billing  for NAI monthly fees will commence in the first full
calendar  month  after  commencement  of any requested NAI service. Reseller may
terminate  any  NAI service upon 30 days' notice to MCI; provided, however, that
Reseller  will  not be entitled to any pro-rata or other credit or refund of any
NAI  Service  charges  relative  to  the  balance  of  the  month  in  which the
termination  becomes  effective.

     D.     MONTHLY MINIMUM AMOUNTS. Notwithstanding anything to the contrary in
the  foregoing,  Reseller's  aggregate  monthly  charge for the Dial-Up Services
shall  be  equal the greater of (i) the aggregate combined charges for the Local
Dial-Up  Service  and the Toll Free Dial-Up Service as determined above, or (ii)
the  monthly  minimum  amount  ("Monthly  Minimum  Amount") corresponding to the
applicable  billing  cycle  set  forth  in  the  following  table.

                    Billing Cycle     Monthly Minimum Amount

                                1     $10,300.00
                                2     $23,175.00
                                3     $38,625.00
                                4     $51,500.00
                                5     $51,500.00
                                6     $51,500.00
                                7     $51,500.00
                                8     $51,500.00
                                9     $51,500.00
                                10    $51,500.00
                                11    $51,500.00
                    12 and beyond     $51,500.00


For  purposes  of  determining whether billing based on actual use exceeds or is
less  than  the Monthly Minimum Amount, billing based on actual use will include
billing  for  dial-up traffic (including VIP toll free) but will not include one
time  billing  fees, VIP Radius accounting fees, NAI fees, or charges related to
Internet  connectivity  or  equipment.  In  the event the Service, from either a
quality,  coverage  or capacity standpoint, decreases to such an extent that the
Reseller  is  significantly  harmed  during the term of this Agreement, then MCI
shall  at  Reseller's  request  meet  to  discuss,  and  where appropriate shall
negotiate  with  Reseller in good faith to amend and modify the Monthly Minimums
imposed  on  Reseller.  If  the  parties  are  unable  to  reach a new agreement
regarding  the  possible modification of the Monthly Minimums within thirty (30)
days  from  the  Reseller's  request  to  meet, then  Reseller may terminate the
Agreement  without penalty upon thirty (30) days notice.   Provided however, any
such  approved  early  termination  shall  not  release  the  Reseller  from any
obligations  (financial  or  otherwise)  incurred  or  otherwise  owed to MCI by
Reseller  prior  to  the  effective  date  of  such  termination.


III.     OPTIONAL  SERVICES:

RADIUS  ACCOUNTING  SERVICE.  Reseller may request to receive data feeds showing
End  Users'  use (login and logout) of the Dial-Up Services. Reseller shall have
the  sole  responsibility  to analyze the statistics provided through the Radius
Accounting  Service  (e.g., identify and investigate duplicate log-ins) and take
appropriate  action.  The  information  provided through MCI's Radius Accounting
Service  is not for use in calculating monthly charges for the Dial-Up Services.
MCI's  monthly  invoice for such Services shall be the definitive calculation of
Reseller's monthly Service charges. MCI's Radius Accounting Service includes one
set of billing session records per month. The charge for MCI's Radius Accounting
Service is $750.00 per month, commencing in the first full monthly billing cycle
following  authorization  of  such  Service.

IV.     EARLY  TERMINATION FEE: In the event this Agreement is terminated by MCI
due  to a Default of Reseller or by Reseller for its convenience, Reseller shall
pay to MCI, in addition to any other amounts due and owing, a lump sum fee equal
to  seventy-five  percent  (75%) of the balance of the aggregate Monthly Minimum
Amounts  that  MCI  would  have been entitled to during the then Initial Term or
Renewal  Term  had  the  Agreement  not  been  terminated.

<PAGE>
                                   SCHEDULE B
                              TERMS AND CONDITIONS

1.     DEFINITIONS.

     1.1     "Affiliate"  means  an  entity controlled by, controlling, or under
common  control  with,  the  party  to  which  it  relates.

     1.2     "Confidential  Information"  means  any business, marketing, sales,
financial  or  technical  information,  including,  without  limitation,  any
information  relating to the present and future business operations or financial
condition,  and  all  other  information  of any kind which should reasonably be
deemed confidential or proprietary, disclosed by one party to the other pursuant
to  this  Agreement.  Notwithstanding the above, "Confidential Information" does
not  include  information that (a) is or becomes generally known or available by
publication,  commercial  use,  or  otherwise  through no fault of the receiving
party;  (b)  was  known  by the receiving party at the time of disclosure by the
disclosing  party  as evidenced by competent written proof; (c) is independently
developed  by  the  receiving  party  without  use  of  the  disclosing  party's
Confidential  Information;  or  (d) is lawfully obtained from a third Person who
has  the  right  to  make  such  disclosure.

     1.3     "End  User"  means  an  end  user  or customer of Reseller that, by
virtue of the reseller relationship established hereunder, is an end user of the
Service.

     1.4     "IP  Numbers"  means  Internet  Protocol numbers assigned by MCI to
End  Users,  in  connection  with  the  Service.

     1.5     "Person"  means  any  individual,  company,  corporation,  firm,
partnership,  joint venture, entity, association, organization or trust, in each
case  whether  or  not  having  a  separate  legal  identity.

     1.6     "Policy"  means  the  UUNET Acceptable Use Policy discussed in more
detail  below.

     1.7     "Service"  means  the  Internet  dial  access  and  other  services
provided  to  Reseller  under  this  Agreement.

     1.8     "Service  Commencement  Date" means the date on which the technical
testing  contemplated in Section 2 below is completed to the mutual satisfaction
of  the  parties.

2.     SCOPE.

     2.1     AUTHORITY.  MCI grants Reseller a non-exclusive right to resell the
dial-up  access  provided  under  this  Agreement to End Users resident in North
America  only  in  accordance  with  the  terms of this Agreement. In connection
therewith,  Reseller  will  use its best efforts to promote, market and sell the
Service  to  End  Users.  Notwithstanding  anything  to the contrary herein, MCI
expressly reserves the right to promote, solicit, market and sell the Service to
End  Users  and  other  Persons.

     2.2     TESTING. MCI's provision of the Service will be contingent upon the
completion of technical testing to the mutual and reasonable satisfaction of the
parties.  The  parties  will cooperate and work with each other in good faith to
complete  such testing within the first thirty (30) days following the Effective
Date.  If  at  the  end  of  this thirty (30) day period either party reasonably
declares the testing results to be unsatisfactory, the parties will cooperate to
correct  the  condition within the following ten (10) days or such longer period
as  the  parties  may  mutually  agree  ("Correction  Period"). Either party may
terminate  this Agreement without penalty upon notice to the other party if such
condition  is  not  corrected  at  the  end of the Correction Period. If no such
notice  of termination is given within twenty (20) days following the Correction
Period,  the  technical  testing will be deemed completed to the satisfaction of
both  parties.  Monthly  Minimum  amounts  set forth in Schedule A will begin to
accrue from the first day of the month following the Service Effective Date. MCI
will  have  the  right to terminate the Agreement upon notice to Reseller if the
parties  fail  to  complete  such  testing  within sixty (60) days following the
Effective  Date.

     2.3     INTERNET  PROTOCOL  NUMBERS.  Any  IP  Numbers  assigned  by MCI to
Reseller and ultimately End Users, in connection with a Service may be used only
in connection with that Service for use by that End User only, to connect to the
Internet  during  that  dial-up  session  only;  no other use of an IP Number is
permitted. Neither the Reseller nor the End User will have any other interest in
or right to the IP Numbers. MCI may terminate an End User's use of an IP Number,
at  its  sole discretion, at any time. If Reseller discontinues use of a Service
for  any  reason,  or  this  Agreement  expires or is terminated for any reason,
Reseller's  and  all  of Reseller's End Users' rights to use the IP Numbers will
terminate  and  Reseller  will  immediately  return  the  IP  Numbers  to  MCI.

     2.4     ACCEPTABLE  USE  POLICY.  Use  of  any Service must comply with the
then-current  version  of the Acceptable Use Policy ("Policy") for the countries
from which Reseller's End Users use a Service (and in the event no Policy exists
for  a  country, the U.S. Policy applies). The applicable Policy is available at
the  following  URL:  www.uu.net/terms  or other URL designated by MCI. Reseller
will  ensure  that  the  Policy is adhered to by each End User. MCI reserves the
right  to  change  the  Policy  from time to time, effective upon posting of the
revised  Policy  at  the  designated  URL  or  other  notice  to  Reseller.

     2.5     SERVICE  MARKS, TRADEMARKS AND NAME. Reseller will have no right or
authority  to  market,  promote  or  sell  the Service under any brand, trade or
service  marks  owned by or licensed to MCI or its Affiliates. Reseller's breach
of  this  Section  will be deemed a material breach of the Agreement, justifying
immediate  termination  of  this  Agreement  by  MCI.

     2.6     CREDIT REVIEW. The right and authority granted herein is subject to
and  conditioned  upon  Reseller's  satisfaction of MCI's standard credit review
policies  and  procedures.  MCI reserves the right to withhold its initiation of
any  Service pending its initial credit review and to condition its provision of
the  Service  at any time upon Reseller's satisfaction of credit terms specified
by  MCI  based  on its initial or subsequent credit review and Reseller's actual
and expected usage levels (which terms may include, without limitation, security
for  payments).

     2.7     SERVICE  SUSPENSION  RIGHTS.  In  addition  to  any other available
rights  or  remedies,  MCI  may  withhold  initiation  of  any  Service  and/or
immediately  suspend  provision  of  Service  if (a) there is a material adverse
change  in  Reseller's creditworthiness, (b) Reseller provides false information
to  MCI  regarding the Reseller's identity, creditworthiness, or its planned use
of  the  Service, (c) interruption of Service is necessary to prevent or protect
against  fraud or otherwise protect MCI's personnel, facilities or services, (d)
Reseller  interferes  with  MCI's provision of services to any other customer or
reseller,  or  (e) there is a violation by Reseller or its End Users of Sections
2.3 (Internet Protocol Numbers) or 2.4 (Acceptable Use Policy) above. A material
adverse  change in Reseller's creditworthiness includes, without limitation, (i)
the  acquisition  of  a  controlling  interest  in Reseller by a Person which is
insolvent,  subject  to  bankruptcy  or  insolvency  proceedings,  owes past due
amounts  to  MCI  or  its Affiliates or is a materially greater credit risk than
Reseller;  or  (ii)  Reseller being subject to or having initiated bankruptcy or
insolvency  proceedings.

3.     RESELLER  RESPONSIBILITIES.

     3.1     FORECASTS.  Reseller  recognizes  MCI's  reliance on the reasonable
accuracy  of usage forecasts for network expansion and engineering. Accordingly,
Reseller will issue a six (6) months' rolling forecast to MCI of Reseller's best
estimate  of  anticipated  users and hours over such six (6) month period, which
Reseller  will  update  in  the  first  week of every calendar month thereafter.
Reseller will also provide advance notice to MCI (as soon as it is available) of
planned  significant  marketing  programs  which reasonably could be expected to
affect  the  expected future load on any MCI network facility, particularly with
respect  to  loads  in  particular  geographical  locations and POPs. Reseller's
failure  to  provide  such  forecasts at such required times would be a material
breach  of  this  Agreement.

     3.2     TECHNICAL  REQUIREMENTS.  Reseller will maintain dedicated Internet
connectivity  service  to  MCI,  purchased from an MCI Affiliate, of at least T1
bandwidth  to  be  used  exclusively  for  RADIUS  authentication  of End Users.
Reseller  will  provide,  maintain  and  operate  the  RADIUS server in a secure
environment  following  appropriate  practices  to  ensure  that  the  Server is
available  for  and  accurately  performs End User authentication. Reseller will
equip  and  operate  the  RADIUS  server  with software protocols that are fully
compatible  with  MCI's  network  facilities. In particular, Reseller will apply
Ascend-Data-Filter  (242)  RADIUS attributes, as specified by MCI separately, to
all  End  Users  to prevent End Users from reaching unauthorized electronic mail
servers  (e.g.,  for  the  transmission  of  "spam"  email).  Reseller  will use
appropriate  software,  procedures  and  safeguards to ensure that only accurate
information  is  transmitted  from  Reseller's  RADIUS  server  to MCI's network
facilities.  Reseller  will  immediately  remedy  any  problems  resulting  in
transmission  of  incorrect  information.
     3.3     OPERATIONS.  Reseller  will be solely responsible for the provision
of  any  and all sales and associated activities (including, without limitation,
the  provision of customer support services to its End Users and the billings to
and  collections  from End Users) and will be solely responsible for any and all
costs  and  expenses related thereto. Reseller will not misrepresent the Service
to  End  Users  or  otherwise  make any claims, representations or warranties in
connection  with  the  Service  other  than  expressly  authorized  by  MCI.

     3.4     END USER TERMS AND CONDITIONS. Reseller will be responsible for the
compliance by each End User with all applicable terms of the Agreement. Reseller
will  adopt and maintain an acceptable use policy at least as restrictive as the
Policy.  Without limiting the generality of the foregoing, Reseller will require
End  Users  to  affirmatively  accept  and  comply  with terms and conditions in
substance  identical  to  those  provisions  of  the  Agreement dealing with the
following subjects: disclaimer of warranties; content disclaimer; acceptable use
policy;  limitations  of liability; confidentiality; data protection; and export
restrictions.

4.     MCI  RESPONSIBILITIES.

     4.1     MCI will furnish the Service as requested by Reseller in accordance
with  the  terms  of  this  Agreement. MCI may modify the Service (including any
related equipment, support or consulting), or substitute functionally comparable
service,  equipment,  support or consulting for any Service furnished under this
Agreement,  at  any  time.

     4.2     MCI  will  provide  Reseller's  designated points of contact with a
toll-free  number for 24x7x365 technical support for the Service. This number is
to  be used only by Reseller and may not be released to End Users. Reseller will
provide  MCI  with  access to its personnel on a 24x7x365 basis as necessary for
problem  resolution.  In addition, MCI will provide Reseller with a username and
password  to  access  the  following  URL
http://www.channel.uu.net/vip/html/customer/reseller/reseller.html  ("Reseller
Web  Partition").  The  Reseller  Web  Partition  will  give  Reseller access to
information  such  as  daily  usage  reports and contact information for the MCI
account  team  assigned  to Reseller. MCI's relationship under this Agreement is
solely  with  Reseller  and not with any End Users. Reseller will be responsible
for all End User pricing, RADIUS authentication, technical support, billing, and
collections.

5.     RESELLER  DATA  AND  PRIVACY.

     5.1     Reseller  acknowledges that MCI, its Affiliates and agents will, by
virtue  of  the  provision  of  the  Service  under  this  Agreement,  come into
possession  of  information  and data regarding Reseller and its End Users. This
information  and data ("Reseller Data") may include, but is not limited to, data
transmissions  (including  the  originating  and  destination  numbers  and  IP
addresses,  date,  time  and  duration of voice or data transmissions, and other
data  necessary  for  the  establishment,  billing  or  maintenance  of  the
transmission),  other  data  containing  personal  and/or private information of
Reseller  and  its End Users, and other data provided to or obtained by MCI, its
Affiliates and agents in connection with the provision of the Service under this
Agreement.

     5.2     Reseller  acknowledges  and  agrees  that  MCI,  its Affiliates and
agents  may  use,  process and/or transfer Reseller Data (including transfers to
Affiliates and agents and to entities in countries that do not provide statutory
protections  for  personal  information): (a) in connection with provisioning of
the  Service;  (b) to incorporate the Reseller Data into databases controlled by
MCI and its Affiliates for the purpose of providing the Service; administration;
provisioning;  billing  and  reconciliation;  verification of Reseller identity,
solvency  and  creditworthiness;  maintenance,  support and product development;
fraud  detection  and  prevention;  sales,  revenue  and  customer  analysis and
reporting;  and  market  and  customer  use  analysis; and (c) to communicate to
Reseller about products and services of MCI and its Affiliates by voice, letter,
fax,  or  E-mail.  RESELLER MAY WITHDRAW CONSENT FOR SUCH COMMUNICATIONS (OR ANY
USE,  TRANSFER  OR  PROCESSING  OF  RESELLER  DATA  EXCEPT  FOR THAT REQUIRED TO
PROVISION,  ADMINISTER,  BILL  OR  ACCOUNT  FOR  THE SERVICE) BY SENDING WRITTEN
NOTICE  TO  MCI  IN  ACCORDANCE  WITH  THE  NOTICE  PROVISION  SET  FORTH BELOW.

     5.3     Reseller  warrants that it has obtained and will obtain all legally
required  consents  and permissions from relevant parties (including subjects of
Reseller  Data)  for  the  use,  processing  and  transfer  of  Reseller Data as
described  in  this  Section.

6.     FEES,  CHARGES  AND  PAYMENT  TERMS.

     6.1     Reseller  will  pay  MCI  for  the  Service  in accordance with the
Schedule  A  pricing  schedules.  MCI  reserves the right to modify the fees and
charges  set  forth  in  Schedule  A;  provided,  however,  that (a) MCI may not
increase  such fees and charges until expiration of the Initial Term or the then
applicable  renewal  term,  and  (b) MCI may increase such fees and charges only
upon  at  least  ninety (90) days' advance notice to Reseller. Prices charged by
Reseller  to  End  Users  for the Service will be determined solely by Reseller.
Reseller  will  be  liable  to  MCI for all fees and charges accruing under this
Agreement,  whether  or  not  Reseller  collects any amounts from its End Users.

     6.2     MCI  will  invoice  Reseller  on  a  monthly basis for all fees and
charges  accruing  hereunder.  Such  fees and charges will be due and payable by
Reseller  within  thirty  (30)  days  following  the date of MCI's invoice. Late
payment  charges will be added to any balance not paid by such due date from and
after  the due date at the lesser of one and one half percent (1 %) per month or
the  maximum  rate  allowed by law. All sales, use and other such governmentally
imposed  or  authorized  taxes,  fees, surcharges and/or assessments relating to
this  Agreement  and/or  the  Service  will  be paid by Reseller. If Reseller is
exempt  from  any such taxes, fees, surcharges and/or assessments, Reseller will
submit  its  tax  identification number and exemption certificate in conjunction
with  the  execution  and  delivery  of  this  Agreement.

     6.3     If  Reseller  fails  to  remit  payment  of any undisputed balances
within  thirty (30) days of the payment due date, Reseller will have twenty (20)
days  upon  written  notification  from  MCI  to remit payment of any undisputed
balance  or  MCI  will  have the right, in addition to any other rights it might
have  under  this  Agreement,  to  suspend  provision  of the Service until such
overdue  balances  are  paid  current.

     6.4     Notwithstanding  anything  to  the  contrary herein, if Reseller in
good faith disputes any portion of a payment claimed by MCI, Reseller may notify
MCI  of  such dispute and withhold payment to the extent reasonably contested by
Reseller, with the uncontested amounts being due and payable as set forth above.
In  such  an  event,  the  parties  will  negotiate in good faith to resolve the
dispute  in  a  timely fashion. If Reseller does not give MCI notice of any such
dispute  within  six (6) months of the invoice date, such invoice will be deemed
to  be  correct  and  binding  on  Reseller.

7.     TERM  AND  TERMINATION.

     7.1     The  Initial  Term  and  Renewal Terms will be as designated in the
signature  page  to  this  Agreement.  This  Agreement  may be terminated (a) as
reflected  in  the  signature  page of this Agreement, (b) by the non-defaulting
party upon a Default and the failure of the defaulting party to cure the Default
within  thirty  (30) days following receipt of notice of the Default, and (c) by
Reseller  for  its  convenience upon at least thirty (30) days advance notice to
MCI.  In  the  event  this  Agreement  is  terminated by MCI due to a Default of
Reseller  or  by  Reseller  for  its  convenience,  Reseller will pay to MCI, in
addition to any other amounts due and owing, the early termination fee specified
in Schedule A. As used herein, the term "Default" will mean (i) the failure by a
party to observe or perform in any material respect any of its obligations under
this  Agreement;  or  (ii)  a  party's insolvency, assignment for the benefit of
creditors,  appointment  or  sufferance of appointment of a trustee, receiver or
similar  officer,  or  any  voluntary  or  involuntary  proceeding  seeking
reorganization,  rehabilitation, liquidation or similar relief under bankruptcy,
insolvency  or  similar  debtor-relief  statutes.

     7.2     Upon  any  termination  in  accordance  with  the  terms  of  this
Agreement,  each  party will be released from all obligations and liabilities to
the  other  occurring or arising after the date of such termination, except with
respect  to  those  obligations  which  by  their nature are designed to survive
termination;  provided  that  no such termination will relieve Reseller from any
amount  then  due  and owing or either party from any liability arising from any
breach  of  this  Agreement.  Termination  of  this Agreement will not affect or
diminish  Reseller's  obligation  to  make  payment  to MCI for Service provided
before  or  after  the  date  of  termination,  and such obligation will survive
termination  of  this  Agreement. Although MCI will have no obligation to do so,
MCI's  provision  of  Service  to  Reseller  following  the  date  of  any  such
termination  will  be  expressly  conditioned  upon  and  subject  to Reseller's
compliance  with  the  terms  of  this Agreement, including, without limitation,
Reseller's  timely  payment  for  any  Service  provided.

8.     DISCLAIMERS  AND  LIMITATIONS  OF  LIABILITY.

     8.1     MCI  exercises  no  control  over and has no responsibility for the
content  of  the  information  passing  through  its  network,  a Service or any
equipment  maintained  by  Reseller  or  any  of its End Users. MCI specifically
denies  any  responsibility  for the accuracy or quality of information obtained
through its network, a Service or any equipment maintained by Reseller or any of
its  End  Users.  Reseller's  and any End Users' use of any information obtained
via  MCI's  network, a Service or any equipment maintained by Reseller or any of
its  End  Users  will  be  at  Reseller's  and  the  End  User's  own  risk.

     8.2     EXCEPT  AS  SPECIFICALLY  SET FORTH IN THIS AGREEMENT, MCI MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY SERVICES, RELATED PRODUCTS, EQUIPMENT,
SOFTWARE  OR  DOCUMENTATION.  MCI  SPECIFICALLY  DISCLAIMS  ANY  AND ALL IMPLIED
WARRANTIES,  INCLUDING,  WITHOUT  LIMITATION,  ANY  IMPLIED  WARRANTIES  OF
MERCHANTABILITY,  FITNESS  FOR A PARTICULAR PURPOSE, OR TITLE OR NONINFRINGEMENT
OF  THIRD  PARTY  RIGHTS.

     8.3     Neither  party  will  be  liable  to  the  other  for any indirect,
consequential,  exemplary,  special,  incidental or punitive damages, including,
without  limitation, loss of use or lost business, revenue, profits, or goodwill
arising  in  connection with this Agreement, under any theory of tort, contract,
indemnity,  warranty,  strict liability or negligence, even if the party knew or
should have known of the possibility of such damages. The total liability of MCI
to  Reseller in connection with this Agreement for any and all causes of actions
and  claims,  including,  without  limitation,  breach  of  contract,  breach of
warranty,  indemnity,  negligence, strict liability, misrepresentation and other
torts,  is  limited  to the lesser of: (a) direct damages proven by Reseller; or
(b)  the  amount  paid  by  Reseller to MCI under this Agreement for the one (1)
month  period  prior  to  accrual  of  the  most  recent  cause  of  action.

9.     INDEMNITY.  Reseller  will  defend,  indemnify,  and  hold  MCI  and  its
Affiliates  harmless  from  and against any and all liabilities, losses, damages
and costs, including reasonable attorney's fees, resulting from, arising out of,
or  in  any  way  connected  with  (a) any breach by Reseller or End User of any
warranty,  representation,  agreement,  or  obligation contained herein; (b) the
performance  of  Reseller's duties and obligations under this Agreement; (c) End
User's  use  of the Service (d) any realm or subrealm administered on Reseller's
behalf  that violates the service mark, trademark or other intellectual property
rights  of  any  third  Person;  (e)  any claim by an End User arising out of or
relating to (i) any representation or warranty made by Reseller that exceeds the
scope of representations or warranties made by MCI to Reseller in the Agreement,
(ii)  any  processing of data by MCI permitted under the Agreement, and/or (iii)
any  breach  by  Reseller  of  its obligations under this Agreement; and (f) any
third  Person  claim  or  allegation  arising out of or relating to use of MCI's
network  or  a  Service, including any claim or allegation which, if true, would
constitute  a violation of the Policy. Each party will promptly notify the other
party of any such claim or allegation. Reseller's obligations under this Section
will  survive  the  termination  of  this  Agreement.

10.     CONFIDENTIALITY.  Neither  party  will  use  the  other's  Confidential
Information  for  purposes other than those necessary to further the purposes of
this  Agreement.  Neither  party  will  disclose  to  third  Persons the other's
Confidential  Information  without the prior written consent of the other party.
The terms and conditions of this Agreement are confidential and restricted as to
disclosure to any third Person. Should either party be required under applicable
law,  rule  or regulation, or pursuant to the order of any court or governmental
entity  of legal process of any governmental entity of competent jurisdiction to
disclose  Confidential  Information  of  the  disclosing  party in the receiving
party's  possession,  custody  or  control,  the  receiving  party  will  use
commercially  reasonable  efforts  to: (a) limit such disclosure;  (b) make such
disclosure  only  to the extent so required; and (c) cooperate with the original
disclosing  party  in attempting to stop or limit such disclosures. The parties'
obligations  hereunder with respect to Confidential Information will survive the
expiration  or  earlier  termination  of  this  Agreement.

11.     EXPORT.  Reseller and MCI acknowledge that the export, import and use of
certain  hardware,  software, and technical data provided hereunder is regulated
by  the  United  States  and  other  governments  and  agrees to comply with all
applicable  laws  and regulations, including the U.S. Export Administration Act,
the  regulations  promulgated thereunder by the U.S. Department of Commerce, and
any  other applicable laws or regulations. Reseller represents and warrants that
Reseller  is not subject to any government order suspending, revoking or denying
export or import privileges necessary for the performance of Reseller's or MCI's
obligations  hereunder.

12.     NOTICE.  Any  notice  or other communication required or permitted to be
given hereunder will be in writing in English and may be sent via hand delivery,
telecopy,  overnight  courier  or  United States Mail and will be deemed to have
been  received when (a) delivered in person or received by telecopy, (b) one (1)
business  day after delivery to the office of such overnight courier service, or
(c)  three  (3)  business  days after depositing the notice in the United States
mail  with  postage  prepaid  and  properly addressed to the other party, at the
following  respective  addresses:

To  Reseller:     See  address  on  signature  page.

To  MCI:     MCI  Internet  Wholesale
     Internet  Wholesale  Services
     22001  Loudon  County  Parkway
     Ashburn,  VA  20147
     Attn:  VP,  Internet  Wholesale  Services
     Facsimile:-703-886-0549

Copy  to:     MCI  Internet  Wholesale
     515  E.  Amite  Street
     Jackson,  MS  39201
     Attn:  Legal  Department
     Facsimile:  601-985-6747

     Jonathon  L  Nevett
     701  South  12Th  Street  (Pcy  I)
     Arlington,  VA  22202
     Facsimile:  703-341-4188

or  to  such  other  address  as either party may designate as to itself by like
notice.

13.     DISPUTE  RESOLUTION.  Any  dispute  arising  out  of  or related to this
Agreement,  which  cannot be resolved by negotiation, will be settled by binding
arbitration  in  accordance  with  the  J.A.M.S./ENDISPUTE Arbitration Rules and
Procedures,  as  amended  by this Agreement. The costs of arbitration, including
the  fees  and expenses of the arbitrator, will be shared equally by the parties
unless  the  arbitration award provides otherwise. Each party will bear the cost
of  preparing  and presenting its case. All arbitration proceedings will be held
at  the  location  designated  by the party seeking the arbitration. The parties
agree that this provision and the Arbitrator's authority to grant relief will be
subject  to  the  United States Arbitration Act, 9 U.S.C. 1-16 et seq. ("USAA"),
the provisions of this Agreement, and the ABA-AAA Code of Ethics for Arbitrators
in  Commercial  Disputes.  The parties agree that the arbitrator has no power or
authority  to  make  awards  or  issue  orders  of  any kind except as expressly
permitted  by  this  Agreement,  and  in  no  event will the arbitrator have the
authority to make any award that provides for punitive or exemplary damages. The
Arbitrator's  decision  will follow the plain meaning of the relevant documents,
and  is  final and binding. The award may be confirmed and enforced in any court
of  competent jurisdiction. All post-award proceedings are governed by the USAA.

14.     MISCELLANEOUS.

     14.1          LAWS,  RULES,  AND  REGULATIONS. This Agreement is subject to
all  applicable  laws,  rules,  regulations,  and ordinances, including, without
limitation,  the  Communications  Act  of 1934 and the Telecommunications Act of
1996,  as  amended,  and  all  rules  and  regulations  promulgated  thereunder.

     14.2          ANNOUNCEMENTS.  Neither  party  will make or issue any public
announcement  regarding this Agreement or the relationship established hereunder
without  the  prior  written  consent  of  the  other  party.

     14.3          FORCE  MAJEURE.  Neither  party  will  be  liable  for  any
nonperformance  under this Agreement due to causes beyond its reasonable control
that  cannot  be  avoided  or  overcome  by  commercially  reasonable  measures.

     14.4          ASSIGNMENT. This Agreement may not be assigned or transferred
by  either  of the parties to any other Person without the prior written consent
of  the  other  party. Notwithstanding the above, MCI may assign this Agreement,
without  notice  to or the consent of Reseller, to an Affiliate of MCI or to any
Person  acquiring all or substantially all of the assets of MCI. In the event of
any  assignment  of  this  Agreement,  all  terms  and conditions hereof will be
binding  upon and inure to the assignee as though such assignee were an original
party  hereto.

     14.5          INDEPENDENT PARTIES. None of the provisions of this Agreement
will  be  deemed  to  constitute a partnership, joint venture, or any other such
relationship  between  the parties, and neither party will have any authority to
bind  the  other  in  any  manner. Neither party will have or hold itself out as
having any right, authority or agency to act on behalf of the other party in any
capacity  or  in  any  manner,  except as may be specifically authorized in this
Agreement.

     14.6          APPLICABLE LAW. The validity, construction and performance of
this  Agreement will be governed by and construed in accordance with the laws of
the  State  of  Virginia  , without regard to the principles of conflict of law.

     14.7          ATTORNEYS'  FEES. If any action will be brought on account of
any  breach  of  or  to  enforce  or  interpret  any  of the terms, covenants or
conditions  of  this Agreement, the prevailing party will be entitled to recover
from the other, as part of the prevailing party's costs, a reasonable attorneys'
fee

     14.8          SEVERABILITY. If any provision of this Agreement will be held
to be illegal, invalid, or unenforceable, such provision will be enforced to the
maximum  extent  permissible  so as to effect the intent of the parties, and the
validity,  legality,  and enforceability of the remaining provisions will not in
any  way  be  affected  or  impaired  thereby.

     14.9          NO  WAIVER. No delay or failure by either party in exercising
any right under this Agreement, and no partial or single exercise of that right,
will  constitute  a  waiver  of  that or any other right. Failure to enforce any
right  under this Agreement will not be deemed a waiver of future enforcement of
that  or  any  other  right.

     14.10     COUNTERPARTS.  This  Agreement  may  be  executed  in one or more
counterparts,  each  of which will be deemed an original, but which collectively
will  constitute  one  and  the  same  instrument.

     14.11     HEADINGS.  The  headings  and captions used in this Agreement are
used  for  convenience  only  and  are  not  to  be  considered in construing or
interpreting  this  Agreement.

     14.12     CONSTRUCTION.  This  Agreement has been negotiated by the parties
and  their  respective  counsel.  This  Agreement  will be interpreted fairly in
accordance  with  its  terms  and without any strict construction in favor of or
against  either  party  based  on  draftsmanship  of the Agreement or otherwise.

     14.13     ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between  the  parties  with respect to the subject matter hereof, and supersedes
and  replaces all prior or contemporaneous understandings or agreements, written
or  oral,  between  the  parties or any of their respective Affiliates regarding
such  subject  matter. No amendment to or modification of this Agreement will be
binding unless in writing and signed by a duly authorized representative of both
parties.
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