Select Account Network Service Agreement dated October 27, 2000



 Exhibit 10.20 
  
 ________ ______ _____ at Global Crossing’s option if not signed by Customer and returned to Global Crossing by November
17, 2000. 
  
 SELECT ACCOUNT NETWORKS SERVICES AGREEMENT

  
 SANS Option # 4701 
  
 This is an Agreement between Global Crossing Telecommunications, Inc. located at 30300
Telegraph Road, Bingham Farms, MI ____ -_____ (“Global Crossing”) and Callwave located at 136 West Canon Perido Street, Santa Barbara, CA 93101 (the “Customer”). 
  
 PURCHASE OF SERVICES/TERM/TARIFF REGULATIONS 
  
 1. Subject to Customer meeting Global Crossing’s credit criteria, this Agreement is
binding on the parties on the date signed by Global Crossing below (by the Manager, Special Pricing, or by a Global Crossing Director or VP). Customer’s commitment to purchase Global Crossing telecommunication services (the
“Services”) for a minimum term of [ * ] billing cycles starts with the billing cycle in which the discount credits listed in paragraph 5, below are first implemented (the “Initial Term”). 
  
 2. After the initial Term, this Agreement automatically renews for successive 12 month terms
unless Global Crossing or Customer provides written notice of cancellation prior to the end of the Initial Term or the then current term. Global Crossing will provide Customer with fit least 60 days prior written notice of the expiration date of the
current term. 
  
 3. Global Crossing agrees to provide the Services in accordance
with the applicable rates and terms and conditions set out in its existing federal and state tariffs as the same may be revised from time to time by Global Crossing (the “Tariff”). Customer shall not resell the Services unless it
has proper federal and state regulatory authorization as a telecommunications service provider. 
  
 PAYMENT TERMS/DISCOUNT CREDITS/MINIMUM USAGE 
  
 4. Payment terms are 30 days after the invoice date. Customer has a monthly credit limit of [ * ]. If Customer’s charges are projected to exceed its credit
limit, Global Crossing may review Customer’s credit profile and may require a security deposit or other assurances of payment from Customer as a condition to continuing to provide Service. 
  
 5. Customer will receive the following discount credits off the tariffed rates for the Global
Crossing SignatureTM one year, [ * ]
term plan in effect when calls are made for domestic (other than domestic off-shore) inbound and outbound usage: [ * ] for dedicated inbound interstate and [ * ] for dedicated intrastate usage. Domestic off-shore includes Alaska,
Hawaii, Puerto Rico, U.S Virgin Islands, Guam and Saipan. Customer will receive the Signature International Power Plan pricing, as well as the Signature Calling Card Plan pricing. Discount credits are applied against interstate and international
usage charges. The rates/discounts under this Agreement are only available for Customer owned locations for which Customer has assumed payment responsibility 
  
 6. Taxes, pass through charges for local service provider/governmental/regulatory assessments (such as Universal Service Fund, PICC and payphone surcharges) are not
subject to discounts and are charged to Customer separately. Installation and monthly recurring (including per line) charges, directory/operator assistance, calling card, international, domestic off-shore, MultiPoint® inbound, cellular and paging calls are not eligible for the above discount
credits. The discount credits replace any standard volume discounts or promotions that may from time to time be offered for the Services. 
  
 7. Commencing with its third invoice hereunder, Customer is liable for a gross (prior to discount credits) monthly minimum charge of [ * ] (the
“Minimum Charge”). Governmental assessments, non-recurring charges, operator assistance charges and local loop and third party pass-through charges are not included in calculating the Minimum Charge. If Customer has elected Global
Crossing’s Corporate Billing option, eligible charges from all Customer locations covered under this Agreement will be aggregated in calculating the Minimum Charge, otherwise each individual Customer account is subject to the Minimum Charge.
Customer is responsible for any (i) Global Crossing and local service provider installation and monthly recurring charges for dedicated circuits/loops necessary for the Services, and (ii) costs incurred by Global Crossing, including without
limitation, any local service provider contract termination charges, if such circuits/loops are canceled prior to activation of the Services, or the completion of the term commitment made by Customer under this Agreement. 
  
 TERMINATION OF AGREEMENT/SERVICES 
  
 8. If Customer is dissatisfied with Global Crossing network quality (including any Year 2000
service disruptions) or sales or service support (but not rates or pricing). Customer may by written notice sent to Specialized Services Group, 20 Oak Hollow, Southfield, MI 48034; Fax # 1-800-783-4523, cancel this Agreement
without liability for the termination fee set forth in subparagraph B below if: (i) the problem is not caused by Customer or its vendors and is attributable to facilities or causes within Global Crossing’s reasonable control; (ii) Global
Crossing is unable to resolve a covered problem to Customer’s reasonable satisfaction within 15 days after receipt of Customer’s written notice; arid (iii) Customer’s account with Global Crossing is current (no outstanding balance
older than 30 days) at the lime of cancellation If cancellation occurs during Customer’s initial 90 days of service, then Global Crossing will also reimburse Customer for any changeover fees it incurred in transferring its service to Global
Crossing (up to a maximum of $200). 


	[*]	 	Confidential treatment has been requested for the bracketed portions. The Confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 

  









 __ If the [ * ] are canceled prior to expiration of Initial Term or the then current term either,
(i) by Global Crossing for Customer‘s breach [ * ] by Customer except in accordance with subparagraph A, above, Customer is liable for a termination fee equal to the Minimum Charge times the number of months remaining on the unexpired term,
plus any cancellation charges under paragraph 7 and am applicable governmental assessments. Customer agrees that the termination fee is based on an agreed minimum usage commitment by Customer and is not a penalty. 
  
 MISCELLANEOUS 
  
 9. Customer may not assign this Agreement or any of its rights or obligations herein without
Global Crossing’s prior written consent which consent shall not be unreasonably withheld. 
  
 10. Customer shall treat the contents of this Agreement as a confidential matter between the parties and not disclose the same to third parties This Agreement, the Tariff and any Global Crossing service orders signed
by Customer represent the entire understanding between Global Crossing and Customer with respect to the Services and supersede any prior written or oral offers or proposals provided by Global Crossing or its representatives not specifically
incorporated herein by reference. If there is a conflict between the terms of this Agreement or any other documents incorporated herein and any applicable Tariff, the terms of the Tariff govern Global Crossing shall not be bound by any handwritten
or typed changes to this Agreement not specifically approved by it in writing. Except with respect to Tariff changes, any amendments to this Agreement must be signed by a Global Crossing VP and an authorized Customer representative. 
  
 11. Except to the extent pre-empted by federal law, any claim arising under this Agreement is
governed by the laws of Michigan without regard to its choice of law principles. 
  

									
	 CALLWAVE:
	 	 	 	 GLOBAL CROSSING ACCEPTANCE:

					
	 By:
	 	/s/    DAVID S. TRANDAL        	 	 	 	 By:
	 	/s/    MICHAEL L. RIDDELL        
	 	 	
	 	 	 	 	 	

	 Title:
	 	Vice President	 	 	 	 Printed Name:
	 	Michael L. Riddell
	 Printed Name:
	 	David S. Trandal	 	 	 	 Title
	 	Director of Pricing
					
	 Date:
	 	 10-20-00
	 	 	 	 Date:
	 	 10/27/00

					
	 	 	 	 	 	 	 	 	 0204134161




	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission.