Customer, by an employee of the Customer, and Bandwidth Market, Ltd., Suite 2400 Wells Fargo Center, 1700 Lincoln St., Denver, Colorado 80203-4524 and (together the "Parties"), make the following agreement.

1. Services - Until terminated by 60 days written notice, Customer appoints Bandwidth Market as a nonexclusive contractor,
(A) to solicit others to provide products and services other than minutes or equipment for use or resale by Customer, (e.g. help the Customer buy)
(B) to promote the sale of and solicit orders for Customer's products and services, other than minutes or equipment, (e.g. help the Customer sell)
(C) to solicit others to provide minutes or equipment for the use or resale by Customer or to promote the sale of and solicit orders for Customer's minutes or equipment (all these being "Services").
Bandwidth Market is not a legal agent of Customer and cannot bind Customer without Customer's written consent. Nothing in this Agreement shall be construed to create any fiduciary, trust, partnership, or agency relationship. Customer will verify all information and prices posted at Bandwidth Market independently.

2. Commission. - Customer will pay Bandwidth Market
a four percent commission on Contracts for Services described above in Paragraph 1 (A),
nine percent commission on Contracts for Services described above in Paragraph 1 (B),
and, concerning Contracts for Services described above in Paragraph 1 (C), for buyers of minutes or equipment, zero percent commission; and for sellers of minutes or equipment, the difference between Customer's sell rate agreed with Bandwidth Market and the rate Customer receives from the buyer
for which Bandwidth Market is a significant cause during the term of this Agreement or six months thereafter. When Customer enters a Contract for which Bandwidth Market has been a significant cause, Customer will send a copy of the Contract to Bandwidth Market. If Customer enters a subsequent contract within four months of another Contract between Customer and a party for which Bandwidth Market earned a commission from Customer, Customer will pay the commission on the subsequent Contract. A "Contract" is the voluntary transfer or exchange of any interest in the Services or the voluntary creation of the right to acquire any interest in the Services.

3. Consideration. - The commission will be paid based on the total value of paid or received consideration by Customer or its Affiliates (consideration), directly or indirectly, in connection with the Contract, except no commission will be paid for taxes, governmental fees that must be collected by Customer under law and transferred to a governmental entity or local loop costs that are passed on for payment by the user with no mark up by Customer. Consideration may include, but is not limited to, payments in cash, stock, or property, assumption or relief of debt, and other elements of value to be exchanged in connection with the Contract, and will be paid within 30 days after the consideration is paid or received, paid for so long as payments are made or value is received.

4. Arbitration Agreement.- If the parties have a dispute under this contract, they shall discuss the matter with one another for at least two hours, and agree to have at least a two hour phone or personal meeting with a mediator before either party demands arbitration. Every dispute under this Agreement is subject to "baseball arbitration" by one neutral, impartial Arbitrator independent of the parties appointed by the executive director of the American Arbitration Association at its office in Denver Colorado. The Arbitrator shall issue a decision within 60 days of appointment. The Arbitrator has limited authority, and shall choose the precise relief stated by the demanding party or the precise relief stated by the answering party. In no event shall either party be liable for special, indirect, incidental or consequential damages, and Customer will not claim more damages than the amount of commissions it has paid Bandwidth Market in the previous year. The decision of the Arbitrator shall be final, non-appealable, and specifically enforceable, and this Alternative Dispute Resolution clause is specifically enforceable. Parties agree to abide by the decision and consent to court jurisdiction for entry and enforcement of any judgment based on the Arbitrator's decision.

5. Miscellaneous - This Agreement is governed by the procedural and substantive laws of Colorado. Amendments must be in writing or confirmed by fax or email. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

Bandwidth Market, Ltd. ("Bandwidth Market")

By: Howard Holme, President