WHOLESALE SIP SERVICES AGREEMENT

THIS WHOLESALE SERVICES AGREMENT (“Agreement”) is entered between Freevoice, LLC., a California corporation having a business address at 1215 W Imperial Hwy, Brea CA 92821 (hereinafter referred to as “Freevoice” and/or “Enhanced Service Provider” and/or “ESP”);

WITNESSETH AND DEFINITIONS

“ESP or ESP” is in the business of providing wholesale telecommunications products and services.  Customer desires to purchase from said products and services from ESP, and ESP desires to sell to the Customer, wholesale telecommunications products and services in accordance with the terms and conditions of this Agreement.

“Service” shall mean those telecommunications services described in the attached relevant Annex(es) incorporated herein by reference.

“Service Date” shall mean the date of completion of provisioning and testing of the Services; which date will be notified to the Customer by the ESP.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is herby acknowledges, the Parties agree as follows:

1.  DESCRIPTION OF SERVICES

ESP, either directly or through its affiliates or underlying carriers, shall provide the Services, and Customer shall purchase and utilize the Services per the terms and conditions of the Agreement.  The Parties may, by mutual agreement, add and incorporate additional services by executing additional Annex(es) and incorporating them herein.

2.  TERM

This Agreement shall commence on the Effective Date and shall continue for an initial term (“Term) of ( 30 ) days from the Service Date and thereafter shall automatically renew for equivalent successive renewal terms unless terminated by either Party pursuant to this Agreement Notwithstanding the foregoing, either Party may terminate this Agreement or any Services provided there under at the end of the Term, or any renewal thereof, by providing a sixty (30 day prior written notice of termination to the other Party.  The term of each specific Service shall be set forth in the attached relevant Annex(es) hereto, but in any event, it is understood and agreed that the terms of this Agreement shall at all times govern the provision of Services by ESP.  Customer remains responsible for the remainder of charges, including, but not limited to, local loop charges, equipment lease or purchase charges, and/or any other charges related to Customer connection to ESP’S network.

3.  OPERATIONAL MATTERS

Where applicable, the Customers shall be responsible to connect to ESP’S networks at one of ESP’S network interconnection locations, and the Customer shall be responsible to procure, at its own expense, the necessary facilities and/or equipment required to interconnect to such locations.  ESP will endeavor to provide the Services on the Service Date and the Customer shall be solely responsible to coordinate the provisioning of its respective matching facility and/or equipment (where applicable) by the Service Date.  The Parties shall coordinate the management of their respective system facilities, with each Party being responsible for providing and operating, at its own expense, its respective networks facilities.  The Parties also shall interface on a 24 hours/7 days a week basis to assist each other with the isolations and repair of any facility faults in their respective networks.  The Services is provided to Customer on an “As Is” basis.  The Parties agree that notwithstanding anything contained in this Agreement to the contrary, no warranty, express or implied, is made concerning the Services or ESP’S systems, including without limitation, the implied warranties of  merchantability and fitness for a particular purpose.  ESP does not warrant that the functions contained in the Services or in ESP’S systems will meet customer’s requirements, or will operate in the manner desired by Customer, or that the Services and/or ESP’S systems will be error free, or free from unauthorized intrusion by any third party instigator.

4.  PRICING, BILLING, CAPS, AND PORTING REQUESTS

US 48 Inbound / Outbound Rate $0.019. US 48 Inbound Toll Free Rate $0.029. Calls billed in 6 second increments. 6 second minimum charge for all call attempts. T38 Fax Inbound / Outbound Rate $0.049 with a 60 second minimum. International and Extended US rates can be found here http://www.freevoicepbx.com/phocadownload/international_rates%20010110.pdf Recurring Services including DID and Toll Free Numbers, Hosted Services, Minute Bundle Plans, and Support Contracts are Billed 15 Days in advance for the customer’s connivance and assurance that services are not immediately terminated for failed credit transactions. This is to provide a 15 day safety window to resolve any failed transactions. Notification of failed transactions will be emailed to the billing email address on file For the Services provided pursuant to the Agreement, Customer shall pay ESP per the pricing and provisions listed here.  ESP, in its sole discretion, may amend the contract from time to time and such amendments shall become effective twenty-four (24) Days after publicly posted here.  ESP shall provide a weekly or monthly invoice for the Services and the invoiced amounts shall be due and payable by Customer in U.S. Dollars, in immediately available funds within the time.  In no event shall ESP be liable for the fraudulent and or illegal use if the Services by the Customer or any of the Customer’s end users or subscribers, or for any amounts that Customer is unable to collect from its customers, end users, subscribers, or others.  If Customer in good faith disputes any invoiced amount requested from Customer by ESP, it shall submit to ESP within fifteen (15) days following receipt of such disputed invoice, the written documentation identifying the disputed invoiced amounts, and upon mutual agreement, ESP may issue a credit against Customer’s future invoices.  Failure of Customer to contest a charge within thirty (30) days of the date of the invoice will create an irrefutable presumption of the correctness of the charge, absent manifest error.  Any amounts due hereunder that are not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum amount allowable by law, compounded daily, beginning with the day following the date on which payment was due, and continuing until paid in full.  Further, ESP shall have the right to set off any amounts due hereunder which are not paid when due against any amounts owed to Customer by ESP or any of its affiliates, pursuant to any other agreement or arrangement.  All Off-Net International Calls sent to ESP destinations not specified in Annex 1 for termination would be rated at one dollar ($1.00) per minute.

Customer and/or Customer Subscribers may request that phone numbers be ported to the Freevoice IP Network by submitting a completed LOA (Letter of Agency) and a current bill copy from Customer’s or Customer’s Subscriber’s current telephone an/or internet telephony service provider(s).  No port shall be accepted or submitted without this information. Pricing information for porting DIDs to ESP is displayed in ANNEX 1.  Standard porting time is fourteen (14) to forty-five (45) days, but ports may occur before fourteen (14) days or after forty-five (45) days in certain circumstances.  Customer or Customer’s Subscriber should specify the desired port date in the appropriate section of the LOA.  Once the LOA and bill copy are received from Customer and/or Customer’s Subscriber, Freevoice shall initiate the port request and shall obtain a FOC (Firm Order Commitment) date. Customer shall be provided with a FOC (Firm Order Commitment) date informing Customer when Customer or Customer’s Subscriber’s lines are scheduled to be ported to Freevoice.  It is Customer’s sole responsibility to provide Customer Subscribers with the FOC date; Freevoice will not send the FOC information to Customer’s Subscribers. Porting time on the FOC date is 8:00 AM PST The fees for cancelling or changing a port of a DID to Freevoice are determined by how soon before or after the FOC date a port is cancelled or changed.  Fees for cancelling or changing a port are located in ANNEX 1.  For any port cancellation or change initiated by Customer and/or Customer’s Subscriber(s), Freevoice shall assign the appropriate cancellation/change fees as displayed in ANNEX 1 to Customer’s account.  Customer shall be provided a list of all port cancellations/changes appearing on Customer account. Payment for cancellation or change fees occurring within a given month shall be payable within fifteen (15) days of Customer’s receipt of the invoice displaying the port cancellation fees.

5.  SECURITY DEPOSIT

On or before the Effective Date (but in any case prior to the Service Date), Customer shall provide ESP with a security deposit (“Deposit”) as set forth in the attached relevant Annex(es) hereto for measured services, which shall be based on an amount equal to seven (7) and/or thirty (30) days anticipated usage. Customer’s Deposit amount shall then be based on an amount equal to cost of the anticipated number of service plans to be sold within seven (7) or thirty (30) days.  ESP may draw upon the Deposit at any time to recover any amounts due and unpaid, in which case Customer shall immediately replenish the Deposit to its prior value.  ESP shall not waive any of its rights or remedies by drawing upon the Deposit to recover overdue or unpaid amounts.  In the event that ESP draws upon the Deposit, it may suspend the provision of Services until Customer replenishes the Deposit to its original value. If at any time, Customer’s payment history is or becomes unacceptable to ESP, ESP may then require that Customer provide, modify, or increase the amount or form of the Deposit.  The Customer shall have twenty-four (24) hours from the receipt of ESP’S written request to comply with this request, and if Customer fails to do so, ESP may immediately suspend the delivery of Services and/or terminate this Agreement without further notice, or demand. Accounts with less than one calling activity over a period of (60) Days will be considered abandoned and terminated. Remaining balances will be forfeited and are nonrefundable.

6.  NET OF TAXES

All Services, pricing, and/or other charges due hereunder are exclusive of all applicable taxes, including value-added taxes, sales taxes, and duties or levies imposed by any authority, government, or government agency, the payment of which shall be the sole responsibility of Customer, and Customer agrees to indemnify and hold ESP harmless from any liability therefore.

7.  TERMINATION

In addition to any other rights at law or in equity, ESP may immediately suspend the delivery of Services and/or terminate this Agreement in the event that Customer (a) fails to provide a Deposit as required in this Agreement; (b) fails to make payment for prepaid domestic U.S. services by the first day of each month without any notice or fails to make payment for other measured services when due and to remedy such nonpayment within twenty-four (24) hours after receipt of written notice hours after receipt of written notice thereof from ESP; (c) becomes insolvent or bankrupt or ceases paying its debts generally as they mature; or (d) commits a breach of any of the terms of this Agreement (other than a breach of the Deposit or payment obligation as addressed in (e) and (f) above and fails to remedy such breach within fifteen (15) days after receipt of written notice thereof from ESP.  In the event of any termination of this Agreement, Customer shall pay ESP for all Services rendered through and including the date of termination.  In the case of early termination of the fixed term pursuant to this Agreement prior to the expiration of the Term either by ESP pursuant to this Paragraph or by Customer for any reason other than a material breach solely attributable to ESP, Customer shall remain liable to pay ESP for the monthly charges or minimum commitments defined in the relevant Annex hereto for the remainder of the then-current Term.  Customer understands and agrees that any breach by Customer of its obligations under this Agreement shall also be deemed a breach by Customer of its obligations under any other agreements it has entered into with ESP and/or its affiliates and understands and agrees that such breach shall authorize ESP and/or any of its affiliates to immediately suspend performance under, and/or terminate, said agreements with Customer for default if such breach(es) have not been cured within the time provided for in this Agreement.

1. 8. LIMITATION OF LIABILITY & E911

No E911/911 Emergency Calling Services will be enabled for Customer.

9.   ASSIGNMENT. This Agreement is personal to the Parties and may not be assigned or transferred by either Party without the prior written consent of the other Party which consent shall not be unreasonably withheld; except that ESP may assign this Agreement without consent to any affiliated entity or to any successor in    interest whether by merger, reorganization or transfer of all or substantially all of its assets or otherwise.  Except as provided herein, any assignment in contravention of the above shall be void and ineffective.

10. EQUIPMENT. If the customer wishes to use its own IP bandwidth, ESP may provide necessary VOIP    equipment to be interconnected with Customer’s switching facility. Customer is responsible for maintaining    necessary bandwidth. Equipment is delivered on as-is status. ESP or other affiliates do not represent any       warranties on such equipment.

11.   FORCE MAJEURE. No failure or omission by either Party to carry out or observe any of the terms and       conditions of this Agreement (other than any payment obligation) shall give rise to any claim against such Party or    be deemed a breach of this Agreement if such failure or omission arises from an act of God, an act of         Government, any cause reasonably beyond the control of a Party, or any other circumstance commonly known as           force majeure.

12.   PUBLICITY and CONFIDENTIALITY. For a period of two (2) years after termination of this Agreement,            each Party shall maintain the confidentiality of all information or data of any nature (“Information”) provided to it by             the other Party hereto provided such Information contains a conspicuous marking identifying it as “Confidential” or       “Proprietary” or is inherently of a confidential nature (i.e. customer or cost data).  For purposes of this Article, this       Agreement and all of its Annexes shall be considered “Confidential”.  Each Party shall use the same efforts (but in   no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own       Information.  The above requirements shall not apply to Information which is already in the possession of the         receiving Party through no breach of an obligation of confidentiality to the disclosing Party or any third party, is             already publicly available through no breach of this Agreement or has been previously independently developed by the receiving Party.  This Agreement shall not prevent any disclosure of Information pursuant to applicable law           or regulation, provided that prior to making such disclosure, the receiving Party shall use             reasonable efforts to       notify the disclosing Party of this required disclosure.  Each Party acknowledges    that its breach or threatened breach of this Section may cause the Disclosing Party irreparable harm, which would not be adequately             compensated by monetary damages.  Accordingly, in the event of any such breach or threatened breach, the             Receiving Party agrees that equitable relief, including temporary    or permanent injunctions, is an available remedy   in addition to any legal remedies to which the Disclosing Party may be entitled.  At the request of the Disclosing          Party upon termination of this Agreement or at any time or from time to time thereafter, the Receiving Party shall,          as promptly as practicable and in all cases within five (5) days of such request, deliver to Disclosing Party all          proprietary information of Disclosing Party then in Receiving Party’s possession or under Receiving Party’s   control or, in lieu thereof, Receiving Party may destroy all of Receiving Party’s copies of such proprietary             information and certify to Disclosing Party in writing that such destruction has been accomplished.

13.   DISCLOSURE. Without obtaining the prior written consent of the other Party hereto, a Party shall not (a)         refer to itself as an authorized representative of the other Party in promotional, advertising or other materials;        (b) use the other Party’s logos, trade marks, service marks, or any variations thereof in any of its promotional,           advertising, or other materials, or (c) release any public announcements referring to the other Party or this         Agreement without first having obtained said Party’s prior written consent.  Notwithstanding the foregoing,             ESP is hereby expressly authorized to identify Customer as its customer for Services for the limited purpose        of the periodic issuance of marketing and/or publicity announcements.

14.   NOTICES. All notices, requests or other communications hereunder shall be in writing, addressed to the             Parties at the address indicated in the caption of this Agreement or as otherwise stated in the relevant Annex             hereto.  Notices mailed by registered or certified mail shall be deemed to have been received by the addressee         on the fifth business day following the mailing or sending thereof.  Notices sent by telex, facsimile or electronic             mail shall be conclusively deemed to have been received when the delivery confirmation is received.  Any notice   of change of address shall be deemed to be received only when actually received.

15.   COMPLIANCE WITH LAWS. This Agreement and its continuance hereof is contingent upon the         obtaining and the continuance of such approvals, consents, governmental and regulatory             authorizations, licenses and permits as may be required or deemed necessary by the Parties, and the Parties shall use commercially           reasonable efforts to obtain and continue same in full force and effect.  Customer shall not use the Services in           any manner or for any purpose, which constitutes a violation of applicable laws in any jurisdiction in which the             Services are being provided and shall indemnify ESP against any such unlawful use of the Services.  The Parties acknowledge that Services provided pursuant to this Agreement are subject to the Communications Act     as amended, and that the terms set forth in any relevant ESP tariff on file with the FCC and any state public     utilities or services commission or comparable body (herein collectively referred to as the “Tariffs”) are       incorporated herein by reference and shall supplement the terms of this Agreement where applicable.

16.   SEVERABILITY AND WAIVER. If any part or any provision of this Agreement is or becomes illegal, invalid       or unenforceable, that part or provision shall be ineffective to the extent of such invalidity    or unenforceability only, without in any way affecting the validity or enforceability of the remaining parts of said provision or the remaining     provisions of this Agreement.  No waiver by either Party to any provisions of this Agreement shall be binding        unless made in writing.

17.  RELATIONSHIP OF THE PARTIES. The relationship between the Parties shall not be that of partners, and nothing herein contained shall be deemed to constitute a partnership between them, a joint venture, or a merger of their assets or their fiscal or other liabilities or undertakings.  Neither Party shall have the right to bind the other Party, except as expressly provided for herein.  This Agreement is non-exclusive.  Nothing in this Agreement shall be deemed to prevent either Party from entering into an agreement or negotiation of any kind or nature with third parties.  All persons employed by either Party in connection with the Services provided under this Agreement shall be considered employees or agents of such party only, and shall in no way, either directly or indirectly, be considered employees or agents of the other Party. Customer shall maintain their own billing, customer service, provisioning, and technical support centers and will not utilize ESP’S billing, customer service, provisioning and/or technical support centers and ESP will not provide any such service to customer other than delivery of the desired IP Trunks and or hardware.

18.   GOVERNING LAW. This Agreement shall be governed by the laws of the State of California, without reference to its principles of conflict of laws. Customer irrevocably consents and submits to personal jurisdiction in the courts of Polk County, California for all matters arising under this Agreement.  In the event an action is brought or an attorney is retained by any part to this Agreement to enforce the terms of this Agreement         or to collect any moneys due hereunder, the prevailing party will be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorney’s fees, court costs, reasonable costs of investigation or collection activities, accrued interest at one-and-one-half (1.5%), or up to the maximum percentage that the governing law allows, and any other related expenses incurred in connection therewith.

19.   WAIVER OF TRIAL BY JURY. The Parties hereto hereby knowingly, irrevocably, voluntarily and          intentionally waive any rights to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement or arising out of, under, or in connection with this Agreement or any document or instrument executed in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or action of any Party hereto. This provision is a material inducement for ESP and Customer             entering into the subject transaction.

20.   COUNTERPARTS. This Agreement may be executed in any number of counterparts, any one and all of       which shall constitute the Agreement of the parties and each of which shall be deemed an original.

21.   DID NUMBERS. It is understood it is a Customer responsibility to test the numbers assigned before   activating it and delivering the service to Customer’s end user.

22.   ENTIRE AGREEMENT. This Agreement, including the relevant Annexes thereto represents the entire       understanding between the Parties in relation to the matters herein and supersedes all previous       agreements       whether oral or written made between the Parties in relation to the subject matter hereof. Except as             otherwise agreed herein, this Agreement may only be modified by a writing signed by authorized representatives of both Parties.  The headings in this Agreement are for convenience of      reference and shall not affect its construction or interpretation.  In the event of any conflict, inconsistency or ambiguity between the provisions of this Agreement, any Annex and/or the Tariffs, the       interpretation shall be resolved by giving   precedence to such documents in the following descending order:  (a) the Annexes; (b) the Agreement; (c)        the Tariffs.

IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate, or caused this Agreement to be executed in duplicate by a duly authorized officer, as of the date first above written.

FREEVOICE, LLC.