1.0 DEFINITIONS

2.0 RULES AND REGULATIONS

2.1 Undertaking of the Company

2.2 Limitations

2.3 Use

2.4 Liabilities

2.5 Taxes

2.6 Regulatory and Miscellaneous Charges

2.7 Payment for Service

2.8 Cancellation by Customer

2.9 Interconnection

2.10 Interruption of Service

2.11 Inspection, Testing, and Adjustment

2.12 Tests, Pilots, Promotional Campaigns and Contests

2.13 Routing of 0- and 0+ IntraLATA calls

3.0 DESCRIPTION OF SERVICES OFFERED

3.1 Timing of Calls

3.2 Minimum Call Completion Rate

3.3 Service Offerings

3.4 Restoration of Service

4.0 RATES

4.1 General

4.2 Schedule of Rates

LCR TELECOMMUNICATIONS, LLC APPLICATION OF PRICE LIST

This price list contains the regulations and rates applicable to the provision of telecommunications service by LCR Telecommunications LLC (hereinafter referred to "LCR" or LCR Telecommunications LLC) between and among domestic points within the United States and between points within the United States and international locations as specified herein. Service is furnished subject to transmission, atmospheric and like conditions. By use of LCR's services, Customer agrees to all terms, conditions, rates and charges contained herein. Rates and terms of service are subject to change without notice.

Access Line: An arrangement that connects the customer's location to an inter exchange switching center. Called Station: The terminating point of a call (i.e., the called number). Calling Station: The originating point of a call (i.e., the calling number). Commission: Federal Communications Commission Company: LCR Telecommunications LLC Customer: Any person, firm, partnership, corporation, or other entity furnished telecommunications services under the provisions of this price list who is responsible for payment of charges and compliance with the LCR's price list regulations. FCC: Federal Communications Commission. Incomplete Call: Any call where return answer supervision via hardware, software or voice recognition is established and either voice, data or fax transmission takes place (i.e., busy, no answer, etc.). LATA - (Local Access and Transport Area) A geographic area established as required by the Modification of Final Judgment entered in United States v. Western Electric Co., Inc. 552 F. Supp. 131 (D.D.C 1982), within which a local exchange company provides communication service. Local Exchange Company: A telephone company utility which provides local telecommunications services to a specific geographic area for business and residential customers.

2.0 RULES AND REGULATIONS

2.1 Undertaking of the Company

LCR Telecommunications LLC is a resale inter exchange carrier that provides its services over the networks of other facilities-based carriers from whom LCR purchases transport services. LCR operates the communications services provided hereunder in accordance with the terms and conditions set forth under this price list. LCR Telecommunications LLC may act as the Customer's agent for ordering access connection facilities provided by other carriers or entities, when authorized by the Customer, to allow connection of a Customer's location to LCR's service. The Customer shall be responsible for all charges due for such service arrangement. LCR's services are provided on a monthly basis unless otherwise provided, and are available twenty-four hours per day, seven days per week.

2.2 Limitations

2.2.1Service is offered subject to the availability of the necessary facilities and equipment and subject to the provisions of this price list.

2.2.2 LCR Telecommunications LLC reserves the right to discontinue or limit service when necessitated by conditions beyond its control, or when the Customer is using service in violation of provisions of this price list, the rules and regulations of the FCC, or in violation of the law.

2.2.3 LCR does not undertake to transmit messages, but offers the use of Carrier facilities when available, and LCR will not be liable for errors in transmission or for failure to establish connections.

2.2.4 Title to all facilities provided by LCR Telecommunications LLC under this price list remains with LCR. All services provided under this price list are directly controlled by the LCR Telecommunications LLC and the Customer may not transfer or assign the use of service without the express written consent of the LCR Telecommunications LLC. All regulations and conditions contained in this price list shall apply to all such permitted assignees or transferees, as well as all conditions of service.

2.3 Use

2.3.1 Services provided under this price list may be used only for the transmission of communications by customers in a manner consistent with the terms of this price list and regulations of the Federal Communications Commission.

2.3.2 Services provided under this price list shall not be used for unlawful purposes or for any purpose for which any payment or other compensation is received by the Customer, except when the Customer is a duly authorized and regulated common carrier. This provision does not prohibit an arrangement between the Customer, authorized user, or joint user to share the cost of the service as long as the arrangement generates no profit for any participant in the arrangement.

2.3.3 All Customers assume general responsibilities in connection with the provisions and use of LCR's service. When facilities, equipment, and/or communications systems provided by others are connected to LCR's facilities, Customer assumes additional responsibilities. Customers are responsible for the following: (i) placing orders for service; (ii) paying all charges for service rendered by LCR; (iii) complying with LCR's regulations governing the service; and (iv) when placing an order for service, Customer must provide (1) the name(s) and address(es) of the person(s) responsible for the payment of service charges, and (2) the name(s), telephone number(s), and address(es) of the Customer contact person(s). Customer is also responsible for assuring that its authorized users comply with regulations.

2.4 Liabilities

2.4.1 LCR's liability, if any, for its willful misconduct is not limited by this price list. With respect to any other claim or suit, by a Customer or any other person including any traffic aggregator, for damages associated in any way with the installation, provision, termination, maintenance, repair, restoration or use of services governed by this price list, including any and all equipment and facilities incidental to or associated with such services, LCR's liability, if any, shall not exceed an amount equal to the charge applicable under this price list for the period during which services were affected. This liability for damages shall be in addition to any amounts that may otherwise be due the Customer under other provisions of this price list, if any, as a credit allowance. LCR shall not be liable for any direct, indirect, consequential, special, actual or punitive damages, or for any lost profits of any kind or nature whatsoever arising out of any defects or any other cause. LCR Telecommunications LLC has, and will continue to make diligent efforts to ensure that our customers receive the services specified in this Price list before, during and after the Year 2000. Information provided to parties upon request regarding the Year 2000 readiness of products and services offered are "Year 2000 Readiness Disclosures" as defined by the Year 2000 Information and Readiness Disclosure Act of 1998 (Public Law 105-271, 112 Stat. 2386, a U.S. Statute) enacted on October 19, 1998.

2.4.2 LCR Telecommunications LLC is not liable for any damages caused in whole or in part by, or associated with, any service (including but not limited to channels, maintenance, repair or restoration) or equipment which it did not furnish.

2.4.3 LCR Telecommunications LLC shall be indemnified, defended, and held harmless by the Customer or traffic aggregator against all claims, losses, or damages (including indirect, special, or consequential damages and reasonable attorney's fees) arising in whole or in part from, or in any way associated with:

2.4.3.1 the installation, provision, termination, maintenance, repair, restoration or use of services governed by this price list, including any and all equipment and facilities incidental to or associated with such services;

2.4.3.2 claims for libel, slander, or infringement of copyright, defamation, invasion of privacy, patent infringement, unauthorized use of any trademark, trade name, or service mark, unfair competition, interference with or misappropriation, or violation of any contract, proprietary or creative right, or any other injury in connection with the material transmitted over LCR's facilities;

2.4.3.3 any other claim resulting from any act or omission of the Customer or traffic aggregator relating to the use of the LCR's facilities or services;

2.4.3.4 connecting, combining, or adapting the LCR's facilities with Customer's apparatus or systems;

2.4.3.5 any personal injury or death of any person or for any loss of or damage to Customer's premises or any other property, whether owned by Customer or others, caused directly or indirectly by the installation, maintenance, location, condition, operation, failure, presence, use, or removal of equipment or wiring provided by LCR Telecommunications LLC, if not caused by gross negligence of LCR Telecommunications LLC.

2.4.4 LCR's failure to provide, maintain or restore service under this price list shall be excused by, and LCR shall not be liable for any claim or loss, expense, or damage due to, labor difficulties, governmental orders, civil commotions, acts of God, fire, flood and other catastrophes and other circumstances beyond LCR Telecommunications LLC reasonable control, subject to the Credit Allowances in this price list, if any, applicable to interruptions in service.

2.4.5 No agent or employee of any other carrier shall be deemed to be an agent or employee of the LCR.

2.4.6 LCR Telecommunications LLC MAKES NO WARRANTY REGARDING THE PROVISION OF SERVICE PURSUANT TO THIS PRICE LIST, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

2.5 Taxes

The Customer is responsible for the payment of all applicable taxes.

2.6 Regulatory and Miscellaneous Charges

The customer is responsible for payment of all amounts required by governmental, quasi- governmental or other entities to be collected in support of statutory or regulatory programs. The Company may adjust its rates and charges or impose additional rates and charges on its Customer in order to recover these amounts. Unless specified otherwise herein, if an entity other than the Company (e.g., another carrier or supplier) imposes charges on the Company in connection with a Customer's Service, that entity's charges in addition to administrative costs will be passed through to the Customer. The Customer is responsible for the payment of all such charges.

2.6.1 USF Charge All calls are subject to an non-discountable Universal Service Fund (USF) Charge assessed under authority of FCC CC Dkt. No. 96-45. The USF Charge is in addition to standard price listed usage charges and any applicable service charges and surcharges. The USF Charge will be shown, whenever possible, as a separate line item on monthly bills to Customers. A Customer will not be required to pay USF charges if it demonstrates to LCR's reasonable satisfaction that the Customer is acquiring the LCR's Service for resale, i.e., not for its own internal use.

2.6.2 Primary Inter exchange Carrier Charge (PICC) Customers that are pre-subscribed to any LCR's outbound switched services are subject to a non-discountable PICC which is a per-line (local exchange carrier provided Switched Access Line) monthly charge. If a PICC is assessed to the Company in connection with a service, such charges will be passed through to the Customer.

2.6.3 Federal Excise Tax Calls are subject to a 3% Federal Excise Tax surcharge as per applicable United States Department of Treasury Regulations.

2.7 Payment for Service

2.7.1 The Customer is responsible for payment of all charges for services furnished to the Customer or to an authorized user of the Customer. All charges due by the Customer are payable to LCR, or a d/b/a utilized by LCR or to any agency duly authorized by LCR to receive such payments. The billing agency may be LCR Telecommunications LLC, a local exchange telephone company, inter exchange carrier, or other billing service. Terms of payment shall be according to the rules and regulations of the agency and subject to the rules of regulatory agencies, such as the FCC. Any objections to billed charges must be reported within fifteen (15) days of receipt to LCR Telecommunications LLC or the LCR's billing agent, otherwise the invoice shall be considered correct and binding on the Customer absent evidence provided by Customer of extraordinary circumstances. Adjustments to Customer's bills shall be made to the extent that circumstances exist which reasonably indicate that such changes are appropriate.

2.7.2 Payment will be due upon receipt of the billing statement by the Customer.

2.7.3 The Customer is responsible for payment of all charges for service furnished to the Customer including, but not limited to, all calls originated at the Customer's number(s); received at the Customer's number(s); billed to the Customer's number(s) via third- party billing; incurred at the specific request of the Customer; or placed using a calling card issued to the Customer. The initial billing may include the account set-up charge where applicable.

2.7.4 Customer is liable for all costs associated with collecting past due charges, including all attorneys' fees.

2.7.5 Credit for failure of service or equipment will be allowed only when failure is caused by or occurs in facilities or equipment owned, provided and billed for, by LCR Telecommunications LLC.

2.7.6 Credit allowances for failure of service or equipment starts when Customer notifies LCR Telecommunications LLC of the failure or when LCR becomes aware of the failure and ceases when the operation has been restored and an attempt has been made to notify Customer.

2.7.7 Customer shall notify LCR of failures of service or equipment and make reasonable attempts to ascertain that the failure is not caused by Customer provided facilities, any act or omission of the Customer, or in wiring or equipment connected to the terminal.

2.7.8 Only those portions of the service or equipment disabled will be credited. No credit allowances will be made for: (i) interruptions of service resulting from LCR's performing routine maintenance; (ii) interruptions of service for implementation of a Customer order for a change in the service; (iii) interruptions caused by negligence of Customer or his authorized user; or (iv) interruptions of service because of the failure of service or equipment provided by Customer, authorized user, or other carriers.

2.8 Cancellation by Customer

Customer may cancel service by providing written or verbal notice to the LCR Telecommunications LLC, unless a term plan for service has been entered into or unless otherwise agreed to in writing. If Customer orders service requiring special facilities dedicated to the Customer's use and then cancels the order before the service begins, before completion of the minimum service period, or before completion of some other period mutually agreed upon by Customer and LCR Telecommunications LLC, a charge will be made to Customer for the non-recoverable portions of expenditures or liabilities incurred expressly on behalf of Customer by Company and not fully reimbursed by installation and monthly charges. If, based on the order, any construction has either begun or been completed, but no service provided, the non-recoverable cost of such construction shall be borne by Customer. Such charge will be determined on a case-by-case basis.

2.9 Interconnection

Service furnished by the LCR may be connected to the facilities or services of other carriers. The customer is responsible for all charges billed by other carriers for use in connection with LCR's service. Any special interface equipment or facilities necessary to achieve compatibility between carriers is the responsibility of the Customer. Interconnection with the facilities or services of other carriers shall be under the applicable terms and conditions of the other carriers' price lists. The Customer is responsible for taking all necessary legal steps for interconnecting his or her customer provided terminal equipment of communications systems with LCR's facilities. Customers shall secure all licenses, permits, rights-of-way, and other arrangements necessary for such interconnections.

2.10 Interruption of Service

Credit allowances for interruptions of service which are not due to the Carrier's testing or adjusting, to the negligence of the Customer, or to the failure of channels, equipment or communications systems provided by the Customer, are subject to the general liability provisions set forth in Section 2.4 herein. It shall be the obligation of the Customer to notify Carrier immediately of any interruption in service for which a credit allowance is desired by Customer. Before giving such notice, Customer shall ascertain that the trouble is not within his or her control, or is not in wiring or equipment, if any furnished by Customer and connected to Carrier's terminal. Interruptions caused by Customer-provided or Carrier-provided automatic dialing equipment are not deemed an interruption of service as defined herein since the Customer has the option of using the long distance network via local exchange company access.

2.11 Inspection, Testing, and Adjustment

Upon reasonable notice, the facilities provided by the Carrier shall be made available to the Carrier for tests and adjustments as may be deemed necessary by the Carrier for maintenance. No interruption allowance will be granted for the time during which such tests and adjustments are made.

2.12 Tests, Pilots, Promotional Campaigns and Contests

LCR Telecommunications LLC may conduct special tests or pilot programs and promotions at their discretion to demonstrate the ease of use, quality of service and to promote the sale of LCR's services. LCR may also waive a portion or all processing or installation fees for winners of contests and other occasional promotional events sponsored or endorsed by LCR Telecommunications LLC. From time to time, LCR may waive all processing or installation fees for a Customer. These promotions will be filed with the FCC with specific starting and ending dates.

2.13 Routing of 0- and 0+ IntraLATA Calls

All 0- and 0+ intraLATA calls will be routed to the local exchange company.

3.0 DESCRIPTION OF SERVICES OFFERED

3.1 Timing of Calls

3.1.1 Long distance usage charges are based on the actual usage of LCR's network services. LCR Telecommunications LLC will determine that a call has been established when the called party's station answers. When the station answers is determined by hardware or software answer supervision in which the local telephone company sends a signal to LCR to indicate an answer, or based upon detection of voice energy. A call is terminated when either party hangs up.

3.1.2 Unless otherwise specified in this price list, calls are billed in sixty (60) second initial and sixty (60) second additional billing increments. The usage rate is based on an initial period of sixty (60) seconds plus any additional period. Billing will be rounded up to the nearest penny for each call.

3.1.3 There is no billing applied for uncompleted calls.

3.1.4 The ___ service is accessed by dialing "1".

3.2 Minimum Call Completion Rate

Customers can expect a call completion rate of not less than 96% during peak use periods for all One Plus services. The call completion rate is calculated as the number of calls completed (including calls completed to a busy line or to a line which remains unanswered by the called party) divided by the number of calls attempted.

3.3 Service Offerings

3.3.1 One Plus Service

LCR's One Plus Service enables a caller to complete calls throughout the Untied States. The customer may access the service by dialing 1, plus the Numbering Plan Area (NPA) code and telephone number (Central Office (CO) code and station line).

3.4 Restoration of Service

The use and restoration of service in emergencies shall be in accordance with the priority system specified in Part 64, Subpart D of the Rules and Regulations of the FCC.

4.0 RATES

4.1 General

Domestic and international rates are set forth in 4.2. The charges for all calls during a billing month will be totaled. Calls are billed in sixty (60) second initial and sixty (60) second additional billing increments. The usage rate is based on an initial period of sixty (60) seconds plus any additional period. Billing will be rounded up to the nearest penny for each call.

4.2 Schedule of Rates

4.2.1 Monthly Charges: $4.95

Interstate Long Distance Domestic Rate:$.15 per minute

Intrastate rates vary by state, and are in many cases less than $.249 per minute