Unassociated Document


    
      Exhibit
        10.5

      


      MANAGEMENT
        SERVICES
        AGREEMENT

      (WITH
        RESPECT TO SPECIFIED STATE CUSTOMER BASES)

       

      THIS
        MANAGEMENT SERVICES AGREEMENT (“Agreement”) is made and entered into as of
        September 30, 2005 at 11:59 p.m. Eastern Time (“Effective Date”) by and among
        Acceris Management and Acquisition LLC, a Minnesota limited liability company
        (“Manager”), Acceris Communications Corp., a Delaware corporation (“Company”),
        and C2 Global Technologies Inc. f/k/a Acceris Communications Inc., a Florida
        corporation (“ACI” and, together with Company, the “Seller Parties”), and
        Counsel Corporation, a Canadian company organized under the laws of the province
        of Ontario (“Counsel”) (collectively the Company, ACI and Counsel are the
“Company Parties”) and, for the sole purpose of making the guaranty contained in
        Section 21, North Central Equity, a Minnesota limited liability company.
        

       

      BACKGROUND

      


      WHEREAS,
        the Seller Parties have agreed to retain the Manager to manage the customer
        accounts in certain states specified on Exhibit
        A
        hereto
        (“Specified States”) during the interim period from the Closing Date to the date
        of final regulatory approval for the transfer of control of such customer
        assets
        under applicable state PUC rules and regulations as provided for under the
        Asset
        Purchase Agreement (the “Purchase Agreement”) among the Company Parties and the
        Manager; and

       

      WHEREAS,
        the Closing under the Purchase Agreement is occurring as of the Effective
        Date,
        however, the receipt of all governmental consents required by the Purchase
        Agreement has not yet been finalized in the Specified States; and

       

      WHEREAS,
        the Seller Parties desire to utilize Manager’s services on an exclusive basis to
        manage, to fullest extent permissible under Law (as defined below), the
        operations of the customer accounts in the Specified States pending receipt
        of
        the foregoing consents and approvals and Manager desires to provide such
        services to the customers in the Specified States on the terms and subject
        to
        the conditions stated herein. 

       

      NOW,
        THEREFORE, in consideration of the above recitals and mutual promises and
        other
        good and adequate consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, the parties, intending to be legally bound, agree as follows:
        

       

      1.  Compliance
        with Applicable Laws and Regulations.

       

      1.1  The
        Company Parties and Manager desire that this Agreement and the obligations
        performed hereunder be in substantial and good faith compliance with (i)
        all
        applicable rules, regulations and policies of the Federal Communications
        Commission (“FCC”) and any state public utility commission(s) (the “State
        PUC(s)”); (ii) the Communications Act of 1934, as amended (the “Act”), 47 U.S.C
        151, et seq., (iii) applicable state and provincial laws applicable to the
        Company Parties and (iv) any other applicable Canadian or US federal, state
        and
        local law, regulation or policy (collectively, “Law(s)”). 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      1.2  It
        is
        expressly understood by the parties that nothing in this Agreement is intended
        to give Manager any right that would be deemed to constitute a transfer of
        control (as is defined in the Act and/or any applicable FCC or other relevant
        Law) of any of the applicable licenses from the Company to Manager to the
        extent
        prohibited by applicable Law in the Specified States. Each party shall perform
        its obligations under this Agreement in accordance with applicable
        Law.

       

      1.3  If
        any
        State PUC or other governmental body of competent jurisdiction with regard
        to
        the customers in the Specified States determines that a provision of this
        Agreement violates any applicable Law, or if any State PUC governing the
        customers in the Specified States has advised the parties, orally or in writing,
        that the review of any request by the parties for authority for the transactions
        contemplated hereby will be inordinately delayed or will likely be determined
        adversely to the parties, the parties will use their respective reasonable
        efforts to negotiate in good faith to modify this Agreement to the minimum
        extent necessary so as to comply with such order, decree, action or
        determination and/or remove any controversy identified by a State PUC without
        material economic detriment or effect to either party, and to effect the
        original intent of the parties as closely as possible in a mutually acceptable
        manner in order that the transactions contemplated hereby be consummated
        as
        originally contemplated to the fullest extent possible. This Agreement, as
        so
        modified, shall then continue in full force and effect. If change of control
        approval cannot be obtained in any particular state, Manager shall assist
        the
        Company Parties to obtain a buyer for such customers for up to a one year
        period
        after the Closing Date. Any proceeds of the sale of such customer base shall
        be
        paid to the Manager as additional compensation under this Management Agreement.
        

       

      2.  Appointment
        of Manager.
        The
        Seller Parties hereby appoint Manager, to the fullest extent permissible
        under
        Law, as the sole and exclusive provider of all services necessary or appropriate
        for the supervision and management of the customers in the Specified States,
        as
        described more fully in Section 3 (the “Services”) up until the date of the
        approval by the applicable state PUC of the change of control approval and
        the
        approval of the certifications of the Manager to provide telecommunications
        services in the applicable states. The Company Parties consent to and agree
        to
        the appointment of the Manager. Manager hereby accepts such appointment on
        the
        terms and subject to the conditions stated herein.

       

      3.  Scope
        of the Services.

       

      3.1  Management.
        During
        the Term (defined below), and under the supervision, control and direction
        from
        time to time of the Company and the Company’s Board of Directors and by its
        Designated Executive (as defined below), Manager shall establish and implement
        operational policies and provide general management and direction of the
        day-to-day operations of the customer bases in the Specified States and shall
        exercise general supervision and direction of all affairs related to the
        customer accounts in the Specified States to the fullest extent permissible
        under Law and shall make decisions with respect to the establishment,
        provisioning, contracting, billing, customer service and collection of the
        customer accounts in the Specified States, subject to the reporting duties
        to
        the Designated Executive (defined below) and the Company’s Board of Directors.


       

      (a)  Manager
        agrees to report regularly at mutually agreeable times to the Company’s chief
        executive officer or a designee of the chief executive officer (“Designated
        Executive”) concerning the status of the management of the customers in the
        Specified States, but no less frequently than monthly, unless such update
        is
        waived by the Company or the Company Parties. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      (b)  Manager
        shall manage the customers in the Specified States and report to the Designated
        Executive from time to time as provided for in this Agreement and shall use
        its
        best efforts to manage the customers in the Specified States in substantial
        good
        faith compliance with its obligations under this Agreement. Manager shall
        use
        its good faith best efforts to manage the responsibilities of operating and
        managing the Company’s operations under this Agreement. Day to day operations
        shall include customer billing, management of accounts receivables and cash
        collections relating to the customer accounts in the Specified States and
        providing working capital to fund the customer accounts receivables with
        respect
        to the customer accounts in the Specified States. Manager
        will be responsible for all costs associated with management of the customer
        accounts in the Specified States until this Agreement has been terminated
        or has
        expired.

       

      4.  Responsibilities
        of the Company.
        During
        the Term the Company Parties shall assist and fully cooperate on a timely
        basis
        with Manager in its performance of the Services. Time is of the essence under
        this Agreement and all Company Parties will work diligently to make decisions
        and execute any agreements or action plans for the Company in as reasonably
        expeditious manner as reasonably possible to allow Manager to perform the
        Services. The Company Parties shall have the Designated Executive available
        either on site or by telephone during all regular business hours and such
        Designated Executive shall have full and complete authority to bind the Company
        to decisions regarding the customer accounts in the Specified States. Without
        limiting the foregoing, the Company Parties shall undertake the following
        responsibilities to assist the Manager and to allow the Manager to manage
        the
        day to day operations of the Company: 

       

      (a)  shall
        provide Manager with all information and materials in their possession or
        subject to their control to enable Manager to provide the Services under
        this
        Agreement;

       

      (b)  shall
        perform any acts reasonably necessary to manage the customer accounts in
        the
        Specified States, excluding those acts that are to be performed by Manager
        in
        connection with the Services, pursuant to and in accordance with the request
        of
        Manager;

       

      (c)  shall
        continue to communicate with third parties, including state regulatory
        commissions, in cooperation with Manager, including responding to their
        inquiries, requests and correspondence;

       

      (d)  shall
        promptly inform Manager, and provide Manager with copies of, all correspondence
        and communications relating to the Company from third parties; and 

       

      (e)  At
        the
        request of Manager, they shall cause the Company to timely exercise rights
        it
        has under any of the contracts or agreements of the Company with the customers
        in the Specified States, including, but not limited to, rights, whether in
        law
        or equity, with respect to breach, termination, set-off, indemnity, waiver,
        sub-contracting and assignment and shall execute commitments, agreements,
        contracts, instruments or agreements as are reasonable for the management
        of the
        customer base in the Specified States as requested by the Manager. 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      5.  Independent
        Contractor Status of Manager.
        Manager
        is an independent contractor in the performance of the Services under this
        Agreement and shall determine the method, details and means of performing
        the
        Services. Without limiting the generality of the foregoing, Manager shall
        be
        permitted, in its sole discretion, but in no way shall be required to (i)
        enter
        into and perform contracts and agreements in its own name for the furnishing
        of
        services, equipment, parts and supplies in connection with the Services,
        and
        (ii) recruit and hire and terminate its own employees and independent
        contractors to provide the Services. Manager shall solely establish the terms
        and conditions of employment for its employees and shall pay all salaries
        and
        other compensation due to such employees. 

       

      6.  Compensation.
        As its
        compensation for the Services, the Company shall pay Manager a fee equal
        to the
        gross collections from customer accounts in the Specified States (determined
        according to GAAP) during the Term (the “Fee”). The Company Parties shall have
        no obligation to pay or refund to Manager any amount spent or paid by Manager
        in
        its performance of this Agreement, including to or on behalf of a Company
        Party.

       

      7.  Expenses.
        Except
        as may be otherwise specifically provided herein, the parties hereto shall
        pay
        their own legal fees, accounting and other expenses incurred in connection
        with
        the negotiation and consummation of the transactions contemplated by this
        Agreement.

       

      8.  Term.
        The
        term of this Agreement (the “Term”) shall commence on the Effective Date hereof
        and shall expire upon the earlier of: (i) one year from the Effective Date;
        or
        (ii) the date on which the last state PUC in the Specified States approves
        the
        change of control of the customer base to Manager and the telecommunication
        carrier certifications of the Manager. Upon the termination of this Agreement,
        neither party shall be further obligated under this Agreement except for
        the
        parties’ obligations under the last two sentences of Section 1.3 and their
        respective indemnification obligations set forth in Section 9. The customer
        base
        for each Specified State shall be deemed transferred and all of the Seller
        Parties right title and interest to such customer accounts shall transfer
        to the
        Manager, free and clear of any Encumbrances of the Seller Parties (as that
        term
        is defined in the Purchase Agreement) on the applicable date of the order
        of the
        applicable state approving the transfer of such customer base from the Company
        to the Manager and the Manager’s approval of certifications to offer
        telecommunications services in such Specified States.

       

      9.  Indemnification.
        

       

      (a)  Subject
        to the other terms and conditions contained in this Agreement, the Company
        Parties will indemnify, defend and hold harmless the Manager and any of its
        Affiliates from and against any and all damages, liabilities, losses, costs
        and
        expenses (including all reasonable attorneys’, fees and costs) (collectively,
“Losses”) incurred by the Manager arising our of or related to (i) the Company
        Parties’ breach of this Agreement, or (ii) the defense or disposition of any
        action, claim, suit, demand, litigation, arbitration, mediation or other
        proceeding initiated by a third party by or before any governmental entity
        or
        arbitral forum (each, an “Action”), whether civil, administrative, investigative
        or criminal, out of or related to the Manager’s performance under this
        Agreement. In the event Manager requests indemnification from the Company
        Parties with respect to the defense of any Action, the Company Parties shall
        advance such defense costs as Manager may reasonably request. If the Company
        Parties do not advance such defense costs, Manager shall have no obligation
        to
        cooperate or provide information to the Company Parties with respect to their
        defense of such claims. 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      (b)  The
        Company Parties expressly agree that Manager will have no liability to them
        or
        any third party based on the failure of the customers in the Specified Sates
        to
        achieve profitability, minimize losses, or based upon Manager’s lawful
        decision-making with respect to management of the customers in the Specified
        States under this Agreement. Any claim of either party arising under or relating
        to this Agreement shall be made only against the other party as a corporation
        or
        limited liability company, as the case may be, and any liability relating
        thereto shall be enforceable only against the corporate or limited liability
        company assets of the party. No party shall seek to pierce the corporate
        veil or
        otherwise seek to impose any liability relating to, or arising from, this
        Agreement against any parent company, Affiliated company, subsidiary,
        shareholder, employee, officer or director of the other party.

       

      (c)  Notwithstanding
        anything to the contrary contained in this Section 9 (except for the exception
        provided for with respect to Manager in 9(a)), the parties shall cooperate
        with
        each other in connection with any Action, including keeping each other
        reasonably informed with respect to the status of any Action and to obtain
        the
        benefits of any insurance coverage for third party claims that may be in
        effect
        at the time a third party claim is asserted.

       

      10.  Notices.
        All
        notices, requests, demands and other communications under this Agreement
        shall
        be in writing and shall be deemed to have been duly given (i) on the date
        of
        service if served personally on the party to whom notice is to be given;
        (ii) on
        the day of transmission if sent via facsimile transmission to the facsimile
        number given below, and confirmation of receipt is obtained promptly after
        completion of transmission; (iii) on the day after delivery to Federal Express
        or similar overnight courier or the Express Mail service maintained by the
        United States Postal Service; or (iv) on the fifth calendar day after mailing,
        if mailed to the party to whom notice is to be given, by first class mail,
        registered or certified, postage prepaid and properly addressed, to the party
        as
        follows:

       

      
        	If
                to the Company Parties:	
                Acceris
                  Communications Corp.

                c/o
                  Counsel Corporation

                Scotia
                  Plaza, Suite 3200

                40
                  King Street West

                Toronto,
                  Ontario M5H 3Y2

                Canada

                Attn:
                  Chief Executive Officer

                Facsimile:
                  416-866-3061

              


      

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      
         

        
          	Copy
                  to:	
                  Harwell
                    Howard Hyne Gabbert & Manner,
                    P.C.

                  315
                    Deaderick Street, Suite 1800

                  Nashville,
                    TN 37238-1800

                  Attn:
                    Curtis Capeling

                  Facsimile:
                    615-251-1059

                


        

        
           

          
            	If
                    to Manager:	
                    Acceris
                      Management and Acquisition LLC

                    60
                      South Sixth Street, Suite 2535

                    Minneapolis,
                      MN 55402

                    Attention:
                      Drew S. Backstrand, Esq. and Elam Baer

                    Facsimile:
                      612-455-1022

                  


          

           

        

      

      Any
        party
        may change its address for the purpose of this Section by giving the other
        party
        written notice of its new address in the manner set forth above.

       

      11.  Entire
        Agreement.
        This
        Agreement constitutes the entire agreement among the parties hereto relating
        to
        the subject matter hereof (the management services agreement with respect
        to
        only the customer bases in the Specified States), and all prior agreements,
        correspondence, discussions and understandings of the parties (whether oral
        or
        written) relating to the subject matter hereof are merged herein and superseded
        hereby, it being the intention of the parties hereto that this Agreement
        and the
        instruments and agreements contemplated hereby shall serve as the complete
        and
        exclusive statement of the terms of their agreement. The Management Services
        Agreement dated May 19, 2005 is expressly terminated as of the Effective
        Date.

       

      12.  Assignment.
        Neither
        this Agreement nor any of the rights or obligations hereunder may be assigned
        by
        any party (by contract, operation of law, change of control or otherwise)
        without the prior written consent of the other parties. Subject to the
        foregoing, this Agreement shall be binding upon and inure to the benefit
        of the
        parties hereto and their respective successors and permitted
        assigns.

       

      13.  Section
        and Paragraph Headings.
        The
        section and paragraph headings in this Agreement are for reference purposes
        only
        and shall not affect the meaning or interpretation of this
        Agreement.

       

      14.  Severability.
        Each
        provision of this Agreement is intended to be severable. Should any provision
        of
        this Agreement or the application thereof be judicially, or by arbitral award,
        declared to be or become illegal, invalid, unenforceable or void, the remainder
        of this Agreement will continue in full force and effect and the application
        of
        such provision to other persons or circumstances will be interpreted so as
        reasonably to effect the intent of the parties.

       

      15.  Governing
        Law; Venue and Jurisdiction.
        This
        Agreement shall be governed by and construed according to the laws of the
        State
        of Illinois, without regard to the conflict of law rules of Illinois or any
        other state. The parties hereto consent to the exclusive venue and jurisdiction
        of an appropriate federal or state court in Cook County, Illinois for any
        suit
        or action arising out of or related to this Agreement. The parties hereto
        waive
        any arguments of forum non conveniens in any matter relating to this
        Agreement.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      16.  Parties
        in Interest—No Third Party Beneficiaries.
        Nothing
        in this Agreement is intended to confer any rights or remedies under or by
        reason of this Agreement on any persons other than parties hereto and their
        respective successors and permitted assigns. Nothing in this Agreement is
        intended to relieve or discharge the obligations or liability of any third
        persons to the Company Parties or Manager. No provision of this Agreement
        shall
        give any third parties any right of subrogation or action over or against
        the
        Company Parties or Manager.

       

      17.  Amendments;
        Waivers.
        This
        Agreement may be amended or modified, and any of the terms, covenants,
        representations, warranties or conditions hereof may be waived, only by a
        written instrument executed by the parties hereto, or in the case of a waiver,
        by the party waiving compliance. Any waiver by any party of any condition,
        or of
        the breach of any provision, term, covenant, representation or warranty
        contained in this Agreement, in any one or more instances, shall not be deemed
        to be nor construed as a further or continuing waiver of any such condition,
        or
        of the breach of any other provision, term, covenant, representation or warranty
        of this Agreement.

       

      18.  Counterparts.
        This
        Agreement may be executed in one or more original or facsimile counterparts,
        all
        of which shall be considered but one and the same agreement, and shall become
        effective when one or more such counterparts have been executed by each of
        the
        parties and delivered to the other parties. This Agreement may be executed
        in
        facsimile copy with the same binding effect as an original.

       

      19.  Interpretation.
        Except
        as otherwise provided or if the context otherwise requires, whenever used
        in
        this Agreement, (a) any noun or pronoun shall be deemed to include the plural
        and the singular, (b) the terms “include” and “including” shall be deemed to be
        followed by the phrase “without limitation,” (c) unless the context otherwise
        requires, all references to Sections refer to Sections of this Agreement,
        (d)
        the words “herein,” “hereof” and “hereunder” and other words of similar import
        refer to this Agreement as a whole and not to any particular Section or other
        subdivision, (e) any definition of or reference to any Law, agreement,
        instrument or other document herein will be construed as referring to such
        Law,
        agreement, instrument or other document as from time to time amended,
        supplemented or otherwise modified, (f) any definition of or reference to
        any
        statute will be construed as referring also to any rules and regulations
        promulgated thereunder, and (g) any use of “Dollars” or “$” shall refer to
        United States dollars and any component thereof. The parties have participated
        jointly in the negotiation and drafting of this Agreement. In the event an
        ambiguity or question of intent or interpretation arises, this Agreement
        shall
        be construed as if drafted jointly by the parties and no presumption or burden
        of proof shall arise favoring or disfavoring any party by virtue of the
        authorship of any provisions of this Agreement.

       

      20.  WAIVER
        OF JURY TRIAL.
        COMPANY PARTIES AND THE MANAGER EACH ACKNOWLEDGE THAT, AS TO ANY AND ALL
        DISPUTES THAT MAY ARISE BETWEEN THE PARTIES, THE COMMERCIAL NATURE OF THE
        TRANSACTION OUT OF WHICH THIS AGREEMENT ARISES WOULD MAKE ANY SUCH DISPUTE
        UNSUITABLE FOR TRIAL BY JURY. ACCORDINGLY, THE PARTIES BY THEIR ACCEPTANCE
        OF
        THIS AGREEMENT WAIVE ANY RIGHT TO TRIAL BY JURY AS TO ANY AND ALL DISPUTES
        THAT
        MAY ARISE RELATING TO THIS AGREEMENT OR TO ANY OF THE OTHER INSTRUMENTS OR
        DOCUMENTS EXECUTED IN CONNECTION HEREWITH.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      21.     Guaranty.
        Guarantor hereby guarantees to the Company Parties the full and prompt
        performance and payment of the Manager’s obligations under Section 3.1 (b) of
        this Agreement (the “Guaranteed Obligations”). Any act of the Company Parties
        consisting of a waiver of any of the terms, covenants or conditions of the
        Guaranteed Obligations, or the giving of any consent to any matter or thing
        relating to the Guaranteed Obligations, or the granting of any indulgences
        or
        extensions of time to the Manager or Guarantor, may be done without notice
        to
        Guarantor and without releasing the obligations of Guarantor hereunder. The
        obligations of Guarantor hereunder shall not be released by any of the Company
        Parties’ receipt, application or release of any security given for the payment,
        performance and observance of any of the Guaranteed Obligations. Similarly,
        the
        obligations of Guarantor hereunder shall not be released by any modification
        of
        any of the terms of the Guaranteed Obligations made by the Company Parties
        and
        the Manager, but in the case of any such modification, the liability of
        Guarantor shall be deemed modified in accordance with the terms of any such
        modification. The liability of Guarantor hereunder shall in no way be affected
        by (a) the release or discharge of the Manager in any creditors’ receivership,
        bankruptcy or other proceedings, (b) the impairment, limitation or modification
        of the liability of the Manager or the estate of the Manager in bankruptcy,
        or
        of any remedy for the enforcement of any of the Guaranteed Obligations resulting
        from the operation of any present or future provision of the Federal bankruptcy
        law or any other statute or the decision of any court, (c) the rejection
        or
        disaffirmance of any instrument, document or agreement evidencing any of
        the
        Guaranteed Obligations in any such proceedings, (d) the assignment or transfer
        of any of the Guaranteed Obligations by the Company Parties, (e) the cessation
        from any cause whatsoever of the liability of the Manager with respect to
        the
        Guaranteed Obligations. This is a guaranty of payment and performance and
        not of
        collection. The liability of Guarantor hereunder shall be direct and immediate
        and not conditional or contingent upon the pursuit of any remedies against
        the
        Manager or any other person, nor against any collateral available to the
        Company
        Parties. Guarantor hereby waives any right to require that an action be brought
        against Manager or any other person or to require that resort be had to any
        collateral in favor of the Company Parties prior to discharging its obligations
        hereunder.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
        Date.

       

      
        	 	 	 
	 	MANAGER:
	 	 
	 	
                ACCERIS
                  MANAGEMENT AND

                ACQUISITION
                  LLC

              
	 	 
	 	
                

                Name: Elam
                  Baer

                Title:
                   Chief
                  Executive Officer

              
	 	 
	 	COMPANY PARTIES:
	 	 
	 	COUNSEL
                CORPORATION
	 	 
	 	 
	 	
                

                Name:
                  _________________________________________________________________

                Title: __________________________________________________________________ 

              
	 	 
	 	
                C2
                  GLOBAL TECHNOLOGIES INC. F/K/A

                ACCERIS
                  COMMUNICATIONS INC.

              
	 	
              
	 	 
	 	
                

                Name:
                  _________________________________________________________________

                Title: __________________________________________________________________

              
	 	 
	 	ACCERIS COMMUNICATIONS
                CORP.
	 	 
	 	 
	 	
                

                Name:
                  _________________________________________________________________

                Title: __________________________________________________________________ 

              
	 	 
	 	GUARANTOR:
	 	 
	 	NORTH CENTRAL EQUITY
                LLC
	 	 
	 	 
	 	
                

                Name: Elam
                  Baer

                Title:
                   Chief
                  Executive Officer

              


      

       

      (SIGNATURE
        PAGE TO MANAGEMENT SERVICES AGREEMENT

      WITH
        RESPECT TO SPECIFIED STATE CUSTOMER BASES)]

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      SPECIFIED
        STATE CUSTOMER BASES MANAGED UNDER MANAGEMENT SERVICES
        AGREEMENT

      


      
        	1.	
                CONNETICUT

              


      

      
        	2.	
                FLORIDA

              


      

      
        	3.	
                HAWAII

              


      

      
        	4.	
                LOUISIANA

              


      

      
        	5.	
                NEVADA

              


      

      
        	6.	
                NEW
                  YORK 

              


      

      
        	 	
                (with
                  respect solely to the filing and effectiveness of the Manager’s Tariff at
                  the NY PUC)

              


      

      
        	7.	
                NEW
                  JERSEY

              


      

      
        	8.	
                PENNSYLVANIA

              


      

      
        	9.	
                SOUTH
                  CAROLINA

              


      

       

      
        
          
          

        

        
          10