BILLING SERVICES AND ADVANCE FUNDING AGREEMENT


     This  BILLING  SERVICES  AND ADVANCE FUNDING AGREEMENT (the "Agreement") is
entered  into  by  and  between,  PRIORITY INTERNATIONAL COMMUNICATIONS, INC., a
Texas  corporation  ("PIC")  and  NCIC COMMUNICATIONS, INC., a Texas corporation
("NCIC")  on  this  4th  day  of  February  2000.

                                    RECITALS

     A.     NCIC  as  a  long  distance  telephone  service company has tariffs,
facilities  and relationships whereby long distance calls may be properly billed
and  collected.

     B.     PIC  has  network, switching and call management systems that enable
PIC to carry long distance calls on behalf of its customers, agents and clients.

     C.     PIC  desires  to  submit  certain  call  records  to NCIC for proper
processing,  billing  and  collections  and  NCIC desires to accept such records
under  the  terms  and  conditions  set  out  herein.

                                   AGREEMENTS

     In  consideration  of  the mutual covenants and agreements herein contained
and  for  other  good  and  valuable consideration, the parties hereto do hereby
agree  as  follows:

     1.     From  time  to  time PIC shall submit to NCIC certain Interstate and
Interstate long distance all records in accordance with the terms and conditions
that NCIC shall from time to time impose.  Records submitted to NCIC will not be
submitted  to  any  other  party.

     2.     NCIC  shall  purchase  such records as meets its processing criteria
with  recourse  under  the  following  terms  and  conditions:

          a.     Records  accepted  by  NCIC  shall be purchased at 78% of gross
billed  value.  With  regard  to  records  purchased, NCIC shall be obligated to
advance  fund 70% of the gross billed value approximately seven (7) working days
following  submission.  This schedule presumes a batch cut off occurring on each
Monday  with  the  first  installment  due approximately seven (7) business days
later.  The  balance  of  the purchase price shall be due and payable six months
after  submissions  by  PIC.

          b.     Records  rejected  by  the  billing system or by NCIC's billing
services  company  will  be  deducted  from  the  gross  billed value of records
submitted.


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          c.     NCIC  shall  maintain records of charges for bad debt, customer
service  credits  and LEC adjustments and credits for records submitted.  Should
the  aggregate of these charges exceed 10% of the gross billed records, NCIC may
offset  any  excess  against  amounts  owed  in  connection  with  the second 8%
Installment(s)  due  to  PIC.

     3.     The  term  of  this Agreement shall be for months beginning with the
date  of  execution  and continuing thereafter for the specified term of months.
At  any  time,  NCIC may decline to accept further records from PIC.  Failure to
accept  records, however, does not relieve NCIC from other obligations set forth
herein.  Either  party may terminate this Agreement at any time by giving thirty
(30)  days  written  notice  to  the  other  party  of their intention to do so.

     4.     Upon  execution,  this Agreement shall be binding and enforceable on
the parties.  Each party acknowledges that the signatories of this Agreement are
duly  authorized  to  enter  into  such  agreement  and  according  each parties
substantially  relied  in  this  regard.

     5.     This  Agreement  shall  be  interpreted,  enforced  and  adjudicated
according  to  the laws of the State of Texas and venue for disputes shall be in
County,  Texas.

          IN  WITNESS  WHEREOF,  the  Parties  have  this  day agreed and hereto
affixed  their  respective  signatures  as  evidence  thereof.

                              PRIORITY  INTERNATIONAL
                              COMMUNICATIONS,  INC.

                              BY
                                --------------------------------
                                   Wayne  Wright,  President

                              NCIC

                              BY
                                --------------------------------
                                   Bill  Pope,  President


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