DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                       Title Page







       RATES, TERMS AND CONDITIONS DOCUMENT (RTC DOCUMENT)
                           CONTAINING
                  RATES, TERMS AND CONDITIONS
                         APPLICABLE TO
                     LONG DISTANCE SERVICES
                          FURNISHED BY

                  DARIEN COMMUNICATIONS, INC.


    FOR INTERSTATE AND INTERNATIONAL LONG DISTANCE SERVICES
                    AS PROVIDED FOR HEREIN.


























                                                 JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                           Page 1

                     LONG DISTANCE SERVICES



                       TABLE OF CONTENTS


Page No.

Section 1:                                                General     1-1

1.1  Application of Rates, Terms and Conditions               1-1
1.2  Definitions                                              1-2

Section 2:    Terms and Conditions – Interstate and International
          Long Distance Services                              2-1

2.1  Undertaking of the Company                               2-1
     2.1(a)                                                 Scope     2-1
     2.1(b)                                           Limitations     2-1
2.2  Obligations of the Customer                              2-1
2.3  Liabilities of the Company                               2-3
2.4  Service Orders                                           2-3
2.5  Charges and Payments for Service or Facilities           2-4
     2.5(a)                                              Deposits     2-4
     2.5(b)            Description of Payment and Billing Periods     2-4
     2.5(c)                               Taxes and Other Charges     2-5
     2.5(d)                       Payment and Late Payment Charge     2-5
     2.5(e)                                 Returned Check Charge     2-5
     2.5(f)                Credit Allowance/Service Interruptions     2-6
     2.5(g)                      Service Interruption Measurement     2-6
2.6  Termination or Denial of Service by the Company          2-7
2.7  Billing Disputes                                         2-7

Section  3:      General  Classification and Description  of  the
Company's Service -
          Interstate and International Long Distance Services 3-1

3.1  Service Points                                           3-1
3.2  Measurements/Availability of Service                     3-1
3.3  Timing of Calls                                          3-1
3.4  Method of Applying Rates                                 3-2
     3.4(a)                     Interstate Long Distance Services     3-2
     3.4(b)                   International Long Distance Service     3-2
3.5  Promotional Discounts                                    3-2
3.6  Dialed Long Distance Services                            3-3
3.7  Calling Card Service                                     3-3
3.8  Prepaid Calling Card Service                             3-4
3.9  800 Service                                              3-5
3.10 Variable Usage Plan                                      3-5
     3.10(a)                                  Charges for Service     3-5
     3.10(b)                                  Customer Commitment     3-5
     3.10(c)                                  Termination Penalty     3-5
     3.10(d)                    Periodic Review of Customer Usage     3-6
     3.10(e)                                    Charges for Rates     3-6






                                                 JANUARY 26, 2002
 DARIEN COMMUNICATIONS, INC.          RATES, TERMS AND CONDITIONS
                                                           Page 2

                     LONG DISTANCE SERVICES



                   TABLE OF CONTENTS (Cont'd)


Page No.


Section 4:             Rates for Interstate Long Distance Service     4-1

4.1  Returned Check Charge                                    4-1
4.2  Darien Premium Plan                                      4-1
4.3  Darien Enhanced Plan                                     4-1
4.4  Calling Card Service                                     4-2
4.5  Prepaid Calling Card Service                             4-2
4.6  800 Service                                              4-2
4.7  Variable Usage Plan                                      4-3

Section 5:          Rates for International Long Distance Service     5-1

5.1  Returned Check Charge                                    5-1
5.2  Rate Schedules                                           5-1




                                                 JANUARY 26, 2002
 DARIEN COMMUNICATIONS, INC.          RATES, TERMS AND CONDITIONS
                                                         Page 1-1

                     LONG DISTANCE SERVICES



1.   General

          1.1  Application of Rates, Terms and Conditions

                      (a)    The   rates,  terms  and  conditions
               contained   within   this  document,   hereinafter
               referred to as “Rates, Terms and Conditions,”  are
               applicable  to  the provision of  Interstate  Long
               Distance  Service and International Long  Distance
               Service,  hereinafter collectively or individually
               referred    to    as    "Service",    by    Darien
               Communications, Inc., hereinafter referred  to  as
               the  "Company", as specified herein.   Service  is
               furnished   subject   to   the   availability   of
               facilities    and    subject   to    transmission,
               atmospheric  and  like conditions.   By  accepting
               Service  from  the  Company, the Customer  accepts
               these  Rates,  Terms and Conditions as  a  binding
               agreement between the Customer and the Company.

          (b)  These Rates, Terms and Conditions are incorporated
               by  reference  in the Darien Communications,  Inc.
               Long  Distance  Services Agreement (Long  Distance
               Services  Agreement).  The Long Distance  Services
               Agreement  and  the  Rates, Terms  and  Conditions
               together  comprise the rates, terms and conditions
               applicable   to   provision  of  Interstate   Long
               Distance  Service and International Long  Distance
               Services  by  the  Company.  A copy  of  the  Long
               Distance  Service  Agreement is  attached  at  the
               beginning  of  this  Rates, Terms  and  Conditions
               Document.   In  the  event  there  is  a  conflict
               between  terms and conditions in the Long Distance
               Services Agreement and terms and conditions in the
               Rates,   Terms  and  Conditions,  the  terms   and
               conditions in the Long Distance Services Agreement
               shall apply.

          (c)  The  Company may change the Long Distance Services
               Agreement, including the incorporated Rates, Terms
               and  Conditions,  from time to time.   Changes  in
               rates,  terms  and  conditions  are  effective  no
               sooner  than  fifteen (15) days after the  Company
               posts  the  modifications  to  the  Long  Distance
               Services  Agreement or Rates, Terms and Conditions
               on  its  web  site.  The Company will also  notify
               Customers  of  increases  by  bill  message,  bill
               insert  or  other reasonable commercial method  at
               least  fifteen  (15) days prior to  the  effective
               date  for the increases.  Advance notice does  not
               apply  to  increases in taxes  and  other  charges
               described  in Section 2.5.(c) of the Rates,  Terms
               and  Conditions.  The Company may  decrease  rates
               and charges without providing advance notice.  Use
               of  the company’s services after the fifteen  (15)
               day notice period shall be construed as Customer’s
               consent to the changed rates, terms and conditions
               of this agreement.

                     (d)   The provision of such Service  by  the
               Company  as  set forth in these Rates,  Terms  and
               Conditions does not constitute a joint undertaking
               with  the  Customer  for  the  furnishing  of  any
               Service.

                      (e)    The   Rates,  Terms  and  Conditions
               contained  herein are not applicable to Intrastate
               Long   Distance  Service.   The  Company  provides
               Intrastate Long Distance Service under GPSC Tariff
               No.  1  filed  with  the  Georgia  Public  Service
               Commission.   Not withstanding the inapplicability
               of  the  Rates, Terms and Conditions to Intrastate
               Long  Distance  Service,  the  rates  for  certain
               Intrastate Long Distance Services tariffed in  the
               GPSC  Tariff No. 1 may or may not be the  same  as
               rates   for  the  corresponding  Interstate   Long
               Distance  Service  under  the  Rates,  Terms   and
               Conditions.  The GPSC Tariff No. 1 may  be  viewed
               at the Company’s offices.







                                                 JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 1-2

                     LONG DISTANCE SERVICES


1.   General (Cont'd)

          1.2  Definitions

          Certain  terms used throughout these Rates,  Terms  and
          Conditions are defined as follows:
          
          Access Code
          
          A  sequence  of numbers that, when dialed, connect  the
          caller to the Provider associated with that sequence.
          
          Application for Service
          
          A  standard  order  form which includes  all  pertinent
          billing,  technical, and other descriptive  information
          which will enable the Company to provide the Service as
          required.
          
          Calling Card Service
          
          Calling   Card  Service  is  a  Long  Distance  Service
          provided by the Company through use of a Company-issued
          calling  card  to  make Interstate  Long  Distance  and
          International Long Distance calling card calls  through
          the  use  of  a  specific “1-800” toll  free  telephone
          number  provided  by  the Company  for  access  to  the
          calling card service.
          
          Company
          
          Darien   Communications,  Inc.,  unless   the   context
          indicates otherwise.
          
          Customer
          
          Any   individual,   partnership,  association,   trust,
          corporation,  cooperative  or  governmental  agency  or
          other  entity which utilizes the Services  provided  by
          the  Company.   A  Customer, as set  forth  herein,  is
          responsible  for  the  payment  of  charges   and   for
          compliance  with all applicable terms of the  Company's
          Rates, Terms and Conditions.
          
          Customer Dialed Calling Card Call
          
          A Calling Card Call which is dialed by the Customer and
          may  or  may  not require intervention by  an  attended
          operator position to complete.
          
          Customer Provided Equipment
          
          Terminal  Equipment or facilities provided  by  persons
          other  than the Company and connected to the  Company's
          Services and/or facilities.
          
          Domestic
          
          Domestic points include all fifty (50) states  and  all
          U.S.  territories  and possessions as  defined  in  the
          Communications  Act  of 1934, and  as  amended  by  the
          Telecommunications Act of 1996, and as further  defined
          by  the  Federal  Communications  Commission  in  their
          orders.

                                                 JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 1-3

                     LONG DISTANCE SERVICES


1.   General (Cont'd)

          1.2  Definitions (Cont'd)

          Equal Access
          
          Has  the meaning given that term in Appendix B  of  the
          Modification of Final Judgment entered August 24, 1982,
          in  United States v. Western Electric, Civil Action No.
          82-0192  (United  States District  Court,  District  of
          Columbia), as amended by the Court in its orders issued
          prior to October 17, 1990.
          
          FCC
          
          The Federal Communications Commission.
          
          International Long Distance Service
          
          International Long Distance Service is a Long  Distance
          Service involving a telephone call originating  in  one
          country and terminating in another country.
          
          Interstate Long Distance Service
          
          Interstate  Long  Distance Service is a  Long  Distance
          Service involving a telephone call originating  in  one
          state  and terminating in another state (also  referred
          to  as a “state-to-state” call).  The term “state”  for
          purposes  of Interstate Long Distance Service  includes
          all Domestic points including all fifty (50) states and
          U.S. territories and possessions.
          
          Intrastate Long Distance Service
          
          Intrastate  Long  Distance Service is a  Long  Distance
          Service  involving  a  telephone call  originating  and
          terminating in the same state (also referred  to  as  a
          “in-state” call).
          
          Local Exchange Carrier (LEC)
          
          A  telephone  company  which furnishes  local  exchange
          services.
          
          Long Distance Service (LDS)
          
          The term "Long Distance Service" denotes the furnishing
          of   station-to-station  direct  dial  interstate   and
          international switched network services to the Customer
          for  the completion of long distance voice and dial  up
          low  speed data transmissions over voice grade  channel
          from  the  Company's  Points of  Presence  to  domestic
          points  and  international  points  and  Calling   Card
          Services made with the use of a Company issued  Calling
          Card.




                                                 JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 1-4

                     LONG DISTANCE SERVICES

1.   General (Cont'd)

          1.2  Definitions (Cont'd)

          Rates, Terms and Conditions
          
          Rates, Terms and Conditions refers to this document  as
          a  whole  comprising  the rates, terms  and  conditions
          applicable to the provision of Services to Customers by
          the Company.
          
          Service
          
          The offerings of the Company comprising Interstate Long
          Distance   Service  and  International  Long   Distance
          Service.
          
          Telecommunications
          
          The transmission of voice communications or, subject to
          the  transmission  capabilities  of  the  service,  the
          transmission of data, facsimile, signalling,  metering,
          or any other form of intelligence.
          

                                                 JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 2-1

                     LONG DISTANCE SERVICES



2.   Terms  and  Conditions – Interstate and  International  Long
     Distance Services

          2.1  Undertaking of the Company

                         (a)  Scope

                               The Company is a carrier providing
               Interstate Long Distance Service and International
               Long  Distance  Service  to  Customers  for  their
               direct transmission of voice, data and other types
               of  telecommunications within the  United  States,
               between   points   in   the  United   States   and
               international points, as described in these Rates,
               Terms and Conditions.

                         (b)  Limitations

               (i)  The   services  provided  pursuant  to  these
                    Rates,   Terms  and  Conditions  are  offered
                    subject to the availability of facilities and
                    the  other  provisions of these Rates,  Terms
                    and Conditions.

               (ii) The  Company  does not undertake to  transmit
                    communications   or  messages,   but   rather
                    furnishes  facilities, Service and  equipment
                    for such transmissions by the Customer.

               (iii)      The  Company retains the right to  deny
                    Service to any Customer which fails to comply
                    with  the  rules  and  regulations  of  these
                    Rates,   Terms  and  Conditions,   or   other
                    applicable rules, regulations or laws.

          2.2  Obligations of the Customer

                           (a)    All  Customers  assume  general
               responsibilities in connection with the  provision
               and   use   of  the  Company's  Service.   General
               responsibilities  are described in  this  section.
               When  facilities, equipment, and/or  communication
               systems  provided by others are connected  to  the
               Company's  facilities, the  Customer  assumes  the
               additional  responsibilities  as  set   forth   in
               Section 2.2, herein.

                         (b)  The Customer is responsible for the
               payment of all charges for any and all Services or
               facilities   provided  by  the  Company   to   the
               Customer.

                         (c)  Subject to availability, the Customer
               may  use  specific  codes to  identify  the  users
               groups on its account and to allocate the cost  of
               its    service    accordingly.    The    numerical
               composition  of such codes shall be set  forth  by
               the  Company  to  assure  compatibility  with  the
               Company's accounting and automation systems and to
               avoid duplication of such specific codes.

                          (d)  The Company reserves the right  to
               discontinue  the use of any code provided  to  the
               Customer  and to substitute another code for  such
               Customer's use.

                     (e)   The Customer shall indemnify and  save
               harmless  the Company from and against  all  loss,
               liability,    damage   and   expense,    including
               reasonable counsel fees, due to claims for  libel,
               slander, or infringement of copyright or trademark
               in connection with any material transmitted by the
               Customer  using  the Company's Services;  and  any
               other claim resulting from any act or omission  of
               the   Customer   to  the  use  of  the   Company's
               facilities.


                                                 JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 2-2

                     LONG DISTANCE SERVICES



2.   Terms  and  Conditions – Interstate and  International  Long
     Distance Services (Cont’d)

          2.2  Obligations of the Customer (Cont'd)

                     (f)   Nothing contained herein,  or  in  any
               other   provision  of  these  Rates,   Terms   and
               Conditions,  or in any marketing materials  issued
               by  the  Company shall give any Customer or person
               any ownership interest or proprietary right in any
               particular  code  issued  by  Company;   provided,
               however,   that  a  Customer  that  continues   to
               subscribe to Company's Services will be provided a
               replacement  code  in  the event  such  Customer's
               initial code is canceled.

                         (g)  The Customer shall reimburse the Company
               for damages to the Company's facilities caused  by
               any  negligence or willful act or acts on the part
               of the Customer.

                         (h)  The Customer shall pay and hold the
               Company  harmless from the payment of all  charges
               for service ordered by the Customer from the Local
               Exchange  Carriers  or  other  entities  for  long
               distance services and/or facilities connecting the
               Customer and the Company.

                     (i)   In the event a suit is brought by  the
               Company, or an attorney is retained by the Company
               to  collect any bill or enforce the terms of these
               Rates,  Terms and Conditions against  a  Customer,
               that Customer shall be responsible for payment  of
               all reasonable attorney's fees, court costs, costs
               of  investigation  and any and all  other  related
               costs  and  expenses incurred by  the  Company  in
               connection therewith.

                      (j)   The  Customer  understands  that  the
               Services  are  furnished subject to the  condition
               that  there  will  be no abuse, fraudulent  and/or
               illegal use thereof.  Such activity includes,  but
               is not limited to:

                                   (i)  Using the Service for any
                         purpose  which  is in violation  of  any
                         law.

                                   (ii) Obtaining or attempting to
                    obtain  Services  through any  scheme,  false
                    representation  and/or use of any  fraudulent
                    means  or devices whatsoever with the  intent
                    to  avoid  payment, in whole or in  part,  of
                    charges for Services, or assisting any  other
                    person or firm in such regard.

                                (iii)       Attempting   to,   or
                    actually  obtaining, accessing, altering,  or
                    interfering  with  the communications  and/or
                    information by rearranging, tampering with or
                    making any connection with any facilities  of
                    the Company or assisting any other person  or
                    firm in such regard.

                                   (iv) Using the Services in a manner
                    that interferes unreasonably with the use  of
                    Service by one or more other Customers.

                                   (v)  Using the Service to convey
                    information deemed to be obscene,  salacious,
                    or  prurient,  to impersonate another  person
                    with  fraudulent or malicious intent, to call
                    another  person or persons so frequently,  at
                    such  times, or in such a manner as to annoy,
                    abuse, or harass, or to convey information of
                    a  nature  or  in a manner that renders  such
                    conveyance unlawful.


                                                 JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 2-3

                     LONG DISTANCE SERVICES


2.   Terms  and  Conditions – Interstate and  International  Long
     Distance Services (Cont’d)

          2.2  Obligations of the Customer (Cont'd)

                         (k)  The Customer, not the Company, shall be
               responsible  for  compliance with  FCC  Rules,  47
               C.F.R.  Part 68, and for all maintenance  of  such
               equipment and/or facilities.

          2.3  Liabilities of the Company

          Except as stated in this Section 2.3, the Company shall
          have  no liability for damages of any kind arising  out
          of  or  related  to events, acts, rights or  privileges
          contemplated in the Rates, Terms and Conditions.

          (a)  The liability of the Company for damages resulting
               in  whole or in part from or arising in connection
               with  the  furnishing of Service under the  Rates,
               Terms  and  Conditions including, but not  limited
               to,  mistakes,  omissions, interruptions,  delays,
               errors  or  other  defects  or  misrepresentations
               shall  not  exceed an amount equal to the  charges
               under  the  Rates, Terms and Conditions applicable
               to the specific call (or portion thereof) that was
               affected.  No other liability shall attach to  the
               Company.
          
          (b)  The Company shall not be liable for any failure of
               performance  hereunder due to  causes  beyond  its
               control, including, but not limited to:  (1)  acts
               of  God,  fires, flood or other catastrophes;  (2)
               any  law, order, regulation, directive, action  or
               request  of the United States Government,  or  any
               other   government,  including  state  and   local
               governments having jurisdiction over the  Company,
               or  of any department, agency, bureau, corporation
               or  other  instrumentality of any one or  more  of
               said  governments,  or of any  civil  or  military
               authority;    or    (3)   national    emergencies,
               insurrections,   riots,  wars   or   other   labor
               difficulties.
          
          (c)  The  Company shall not be liable for  any  act  or
               omission    of   any   other   entity   furnishing
               facilities,  equipment,  or  services  used  by  a
               Customer,   with  the  Company's   Services.    In
               addition, the Company shall not be liable for  any
               damages or losses due to the failure or negligence
               of  any customer or due to the failure of customer
               provided equipment, facilities or services.
          
          2.4  Service Orders

               The Customer must place an Application for Service
          with  the  Company to initiate, cancel  or  change  the
          Services  provided pursuant to these Rates,  Terms  and
          Conditions. Applications for Services may be either  in
          writing  or  orally  and provide,  at  a  minimum,  the
          following information:

                         (a)  Customer's name(s), telephone number(s)
               and address(es).  In the case of a corporation  or
               partnership, a designated officer or  agent  shall
               be   named   as  the  contact  person   for   such
               corporation or partnership.

                          (b)  Name(s), address(es) and telephone
               number(s)  of person(s) to whom notices  from  the
               Company  to  the Customer shall be  addressed,  if
               different from (a) above.





                                                 JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 2-4

                     LONG DISTANCE SERVICES


2.   Terms  and  Conditions – Interstate and  International  Long
     Distance Services (Cont’d)

          2.5  Charges and Payments for Service or Facilities

                         (a)  Deposits

                                   (i)  The Company may, in order to
                    safeguard  its interests, require a  Customer
                    to  make  a  suitable deposit  or  provide  a
                    surety bond or letter of credit in the amount
                    of the required deposit as a guarantee of the
                    payment  of charges.  The Company shall  have
                    the  right to require the Customer to make  a
                    deposit  prior  to  or  at  any  time   after
                    provision of any Service, not to exceed three
                    (3)  months  estimated charges.  The  Company
                    may  increase  the amount of the  deposit  to
                    reflect  increases  to the Customer's  annual
                    bill.   The  Customer will receive a  receipt
                    for the deposit.

                                   (ii) Any deposit as referred to in
                    this Section shall be held by the Company  to
                    secure  the  payment of the Customer's  bill.
                    At  the Company's option, the deposit may  be
                    refunded or credited to the Customer  at  any
                    time prior to the termination of Service.
                    
                               (iii)     Interest will be paid by
                    the  Company on all sums held on  deposit  at
                    the rate established statutorily for customer
                    deposits.   The interest will be accrued  for
                    the  period during which the deposit is  held
                    by the Company.

                          (b)  Description of Payment and Billing
                    Periods

                                   (i)  Service is provided and billed
                    on  a monthly basis.  Service continues to be
                    provided and billed on a monthly basis  until
                    canceled by the Customer through notice given
                    to the Company.

                                   (ii) When billing functions are
                    performed by a Local Exchange Carrier  (LEC),
                    commercial credit card company or others, the
                    payment  conditions and requirements of  such
                    LEC,  commercial credit card company or other
                    entity  performing billing  functions  apply,
                    including any applicable interest.

                                   (iii)     In the event a Local
                    Exchange  Carrier,  commercial  credit   card
                    company  or others ceases efforts to  collect
                    any  amounts  associated with  the  Company's
                    charges, the Company may bill the Customer or
                    the  called  party directly, and may  utilize
                    its  own  billing  and collection  procedures
                    which shall be consistent with all applicable
                    statutes, rules and regulations.




                                                 JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 2-5

                     LONG DISTANCE SERVICES


2.   Terms  and  Conditions – Interstate and  International  Long
     Distance Services (Cont’d)

          2.5   Charges  and Payments for Service  or  Facilities
          (Cont'd)

                         (c)  Taxes and Other Charges

               In addition to payment for Services, Customer must
               pay  all taxes, fees, surcharges and other charges
               that   the  Company  bills  Customer  related   to
               Services.   Taxes and surcharges will  be  in  the
               amounts  that federal, state and local authorities
               require the Company to bill Customer.  The company
               will  not  provide advance notice  of  changes  to
               taxes  and  surcharges,  except  as  required   by
               applicable law.  All such taxes and charges  shall
               be  separately shown and charged on bills rendered
               by Company or its billing agent.

                         (d)  Payment and Late Payment Charge

                                    (i)   Payment will be due  as
                    specified  on the Customer bill.   Commencing
                    after  that due date, a late charge of up  to
                    the  highest interest rate allowable  by  law
                    will be applied to all amounts past due.
                    
                               (ii) Collection procedures and the
                    requirement  for a deposit are unaffected  by
                    the  application  of a late  payment  charge.
                    The  late  payment charge does not  apply  to
                    unpaid   balances  associated  with  disputed
                    amounts.  Undisputed amounts on the same bill
                    are  subject  to the late payment  charge  if
                    unpaid and carried forward to the next bill.

               (iii)     Service may be denied or discontinued at
                    the  Company's  discretion for nonpayment  of
                    amounts due the Company past the due date  as
                    specified   in  2.5(d)(i).   Restoration   of
                    Service  will  be subject to  all  applicable
                    installation charges.
               
                         (e)  Returned Check Charge

               In  cases where the Company issues direct bills to
               Customers,  and payment by check is  returned  for
               insufficient funds, or is otherwise not  processed
               for  payment, there will be a charge as set  forth
               herein.   Such charge will be applicable  on  each
               occasion   when  a  check  is  returned   or   not
               processed.
               


               

                                                 JANUARY 26, 2002
 DARIEN COMMUNICATIONS, INC.          RATES, TERMS AND CONDITIONS
                                                         Page 2-6

                     LONG DISTANCE SERVICES

2.   Terms  and  Conditions – Interstate and  International  Long
     Distance Services (Cont’d)

          2.5   Charges  and Payments for Service  or  Facilities
          (Cont'd)

                             (f)      Credit    Allowance/Service
                    Interruptions

                                   (i)  Credit for failure of Service
                    will  be allowed only when failure is  caused
                    by  or occurs in the Company's facilities  or
                    equipment owned, provided and billed  for  by
                    the  Company.   A  credit  allowance  is  not
                    applicable   for  any  period  during   which
                    Customer  cannot utilize the Service,  except
                    for   such   period  where  the  Service   is
                    interrupted by the Company for access to  its
                    facilities  for the purposes of investigating
                    and clearing troubles and/or maintenance.

                                   (ii) Credit allowances for failure
                    of  Service  or  equipment  starts  when  the
                    Customer notifies the Company of the  failure
                    and   ceases  when  the  operation  has  been
                    restored  and  an attempt has  been  made  to
                    notify the Customer by the Company.
                    
                                   (iii)     The Customer shall notify
                    the   Company  of  failures  of  Service   or
                    equipment  and  make reasonable  attempts  to
                    ascertain  that the failure is not caused  by
                    Customer   Provided  Equipment  or   Customer
                    provided facilities, any act, or omission  of
                    the  Customer,  or  in  wiring  or  equipment
                    connected to the Customer's terminal.

                                   (iv) Only those portions of the
                    Service or equipment operation disabled  will
                    be credited.

                               (v)   Any credit provided  to  the
                    Customer   under  these  Rates,   Terms   and
                    Conditions  shall be determined in accordance
                    with the provisions of Section 2.5(g).

                         (g)  Service Interruption Measurement

                                     (i)   In  the  event  of  an
                    interruption  of  Service  that  exceeds  the
                    minimum   requirements  set  forth  in   this
                    paragraph,  the Company shall make  a  credit
                    allowance at the Customer's request for a pro
                    rata adjustment of all Service charges billed
                    by   the   Company   for  Services   rendered
                    inoperative by the interruption.  The  credit
                    allowance  will be computed by  dividing  the
                    duration of the service interruption measured
                    in  twenty-four (24) hour days, from the time
                    the  interruption is reported to the Company,
                    by a standard thirty (30) day month, and then
                    multiplying the result by the Company's fixed
                    monthly charges for each interrupted Service.

                                   (ii) A credit allowance will not be
                    given   for  interruptions  caused   by   the
                    negligence or willful act of the Customer, or
                    interruptions caused by failure of  equipment
                    or service not provided by the Company.


                                                 JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 2-7

                     LONG DISTANCE SERVICES

2.   Terms  and  Conditions – Interstate and  International  Long
     Distance Services (Cont’d)

          2.6  Termination or Denial of Service by the Company

          In  the event of nonpayment of any bill rendered or any
          required  deposit,  the  Company  may,  after   written
          notice,  suspend Customer’s Service.  The Company  may,
          immediately and without notice to Customer, and without
          liability  of any nature, temporarily deny,  terminate,
          or suspend Customer’s Service:

          (a)  in  the  event Customer or Customer’s agent:   (i)
               willfully   damages   the   Company’s   equipment,
               interferes  with use of the Company's  Service  by
               other  customers of the Company; (ii) unreasonably
               places   capacity  demands  upon   the   Company's
               facilities  or  Service;  or  (iii)  violates  any
               statute  or  provision of  law,  or  any  rule  or
               regulation  of  any  state or  federal  regulatory
               agency   relating  to  communications;   or   (iv)
               otherwise  fails to comply with the provisions  of
               the Rates, Terms and Conditions or applicable law;
               or
          
          (b)  in  the  event Customer becomes insolvent, is  the
               subject  of any formal legal proceeding  commenced
               in  a  court  involving a voluntary or involuntary
               petition   or  proceeding  in  bankruptcy,   seeks
               protection  or relief from creditors in  a  formal
               legal  proceeding after a filing for such  relief,
               or  executes  an  assignment for  the  benefit  of
               creditors; or
          
          (c)  in  the event that the Company determines that any
               Service  is  being used fraudulently or illegally,
               whether by Customer or Customer’s agent.
.

     2.7  Billing Disputes

          If  Customer believes Customer has been billed  by  the
          Company  in  error, Customer must contact  the  Company
          within  sixty (60) days of the date of the  bill  which
          contains  the disputed charge.  Refunds or  adjustments
          will  not  be issued for any charge that is  more  than
          sixty  (60) days old at the time Customer notifies  the
          Company.   Customer may withhold from  payment  to  the
          Company  the  disputed  portion  of  any  bill  pending
          resolution of the dispute. Customer must pay  all  non-
          disputed  charges on the bill by the due date indicated
          on  the bill.  The Company will notify Customer of  the
          results  of its inquiry, and either adjust the billing,
          issue  a  credit,  or notify Customer  that  all  or  a
          portion  of the disputed amount is still owed. Customer
          will  be  required to pay such amount  within  fifteen,
          (15) days thereafter, and if Customer fails to pay this
          amount  within  the  time required, Customer’s  account
          will  be  deemed  past  due and unpaid  and  Customer’s
          Service subject to termination under Section 2.6 above.
          Any  payments Customer withholds pending resolution  of
          the dispute may be subject to a late payment charge  at
          the  highest interest rate allowable by law applied  to
          past due amounts.

                                                 JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 3-1

                     LONG DISTANCE SERVICES

3.   General  Classification  and Description  of  the  Company's
     Service   –  Interstate  and  International  Long   Distance
     Services

          3.1  Service Points

                         (a)  The Company provides originating Service
               from  domestic  points  in the  United  States  to
               domestic  points identified in these Rates,  Terms
               and Conditions.

                    (b)  The Company provides terminating Service
               from  domestic  points  in the  United  States  to
               international  points identified in  these  Rates,
               Terms and Conditions.

          3.2  Measurements/Availability of Service

          The  Service  is  available  at  the  rates  listed  in
          Sections  4 and 5, through subscription to any  of  the
          long  distance  service offerings  available  from  the
          Company.   Each  of these offerings utilizes  the  same
          rate  schedules  but have different rates  and  billing
          increments for each of the rate schedules.

          3.3  Timing of Calls

          (a)  Unless  otherwise indicated in these Rates,  Terms
               and Conditions, calls are timed by the Company  in
               six (6) second increments.  "Ring-busy" and "ring-
               no-answer" calls will not knowingly be charged  to
               the  Customer  and if charged in  error,  will  be
               credited  by the Company to the Customer.   Timing
               begins  at  the "starting event" and ends  at  the
               "terminating  event," unless otherwise  specified.
               Time   between   the  starting   event   and   the
               terminating  event  is  the  call  duration.   The
               minimum  call  duration for a  completed  domestic
               call   is   six  (6)  seconds,  unless   otherwise
               specified.   The  minimum  call  duration  for   a
               completed   international  call  is  thirty   (30)
               seconds, unless otherwise specified.

                     (b)   The  starting event  occurs  when  the
               Company's   terminal  experiences   an   "Incoming
               Signaling  Protocol Successful,"  i.e.,  upon  the
               seizure of an inbound trunk.

          (c)  The  terminating event occurs when  the  Company's
               terminal receives a signal from the Local Exchange
               Carrier  that  either  the calling  party  or  the
               called party has hung up.

          (d)  There  shall  be  no charge for unanswered  calls.
               Upon  receiving reasonable and adequate notice  of
               billing  from  a Customer for any such  call,  the
               Company  may issue a credit in an amount equal  to
               the  charge  for  the call.  Calls  which  are  in
               progress  longer than one minute will be  presumed
               to have been answered.

          (e)  Interstate  Long  Distance Service  rates  may  be
               quoted in terms of initial and additional minutes.
               The  initial  minute is the first  minute  or  any
               fraction  thereof after connection is  made.   The
               additional  minute is each minute or any  fraction
               thereof after the initial minute.



                                                JANUARY 26, 2002


DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 3-2

                     LONG DISTANCE SERVICES


3.   General  Classification  and Description  of  the  Company's
     Service   –  Interstate  and  International  Long   Distance
     Services (Cont’d)

          3.4  Method of Applying Rates

          (a)  Interstate Long Distance Services

               (i)  Calls  that  begin  in one  rate  period  and
                    terminate  in another will be billed  at  the
                    rate applicable for each respective minute of
                    the call.
               
               (ii) Unless  specified otherwise in  these  Rates,
                    Terms  and Conditions, the duration  of  each
                    call for billing purposes will be rounded off
                    to   the   nearest  higher  six  (6)   second
                    increment.
               
          (b)  International Long Distance Services
          
               (i)  Calls  that  begin  in one  rate  period  and
                    terminate in another will be billed  for  the
                    entire  call duration at the rate  applicable
                    at the commencement of the call.

               (ii) Unless  specified otherwise in  these  Rates,
                    Terms  and Conditions, the duration  of  each
                    call for billing purposes will be rounded off
                    to   the   nearest  higher  six  (6)   second
                    increment.

          3.5  Promotional Discounts

                 The   Company  may  from  time  to  time   offer
          promotional discounts.  Such discounts will  be  for  a
          specified  period  of time, will not  exceed  published
          rates, and will be offered to all qualifying Customers.










                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 3-3

                     LONG DISTANCE SERVICES


3.   General  Classification  and Description  of  the  Company's
     Service   –  Interstate  and  International  Long   Distance
     Services (Cont’d)

          3.6  Dialed Long Distance Services

          (a)  Dialed  Long  Distance Services are  measured  use,
               full   time   services  utilizing  interstate   and
               international   communications  facilities.    When
               appropriate   access  arrangements   exist,   these
               switched    services    are    available    on    a
               presubscription  (Equal Access) basis.   Otherwise,
               where  available,  the  Services  require  that   a
               Customer  access  the  Company's  network  via   an
               alternative   access  code  arrangement   such   as
               "950-XXXX"  plus  the Customer's security  code,  a
               toll-free   "1-800"  telephone  number   with   the
               Customer's security code, or via "1-0-1-XXXX"  code
               with Customer security code.

          (b)  Depending  upon the service option chosen  by  the
               Customer,  the  charges  for  the  use   of   such
               interstate    or    international   communications
               facilities may be based upon the time of day,  the
               total  minutes of use and/or the distance of  each
               call.

          (c)  All   Customers   shall  be  charged   the   rates
               identified in Sections 4 and 5.
          
          (d)  Domestic points include all fifty (50) states  and
               all U.S. territories and possessions as defined in
               the Communications Act of 1934, and as amended  by
               the Telecommunications Act of 1996, and as further
               defined  by  the Federal Communications Commission
               in their orders.

          3.7  Calling Card Service

          (a)  Calling Card Service permits Customers which  have
               arranged for a Company-issued calling card to make
               calling card calls throughout the domestic  United
               States,  and  to  and  from  international  points
               through  the  use of a specific "1-800"  telephone
               number  provided  by  the  Company.  Calling  Card
               Service calls are timed by the Company in six  (6)
               second   increments.   “Ring-busy”  and  “ring-no-
               answer” calls will not knowingly be charged to the
               Customer and if charged in error, will be credited
               by  the Company to the Customer.  Timing begins at
               the  “starting event” and ends at the “terminating
               event,”  unless otherwise specified.  Time between
               the  starting event and the terminating  event  is
               the  call duration.  The minimum call duration for
               a  completed  call is thirty (30) seconds,  unless
               otherwise specified.
          
          (b)  It  is the responsibility of the Customer to guard
               and  protect against any unauthorized use  of  any
               company  issued  codes  to which  billing  may  be
               charged.
          
          (c)   The  rates for this service are provided  for  in
          Sections 4 and 5 herein.

                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 3-4

                     LONG DISTANCE SERVICES


3.   General  Classification  and Description  of  the  Company's
     Service   –  Interstate  and  International  Long   Distance
     Services (Cont’d)

          3.8  Prepaid Calling Card Service

          (a)  Prepaid  Calling Card Service is  offered  by  the
               Company  and  provides  the Customer  with  access
               twenty-four  hours a day, seven  days  a  week  to
               prepaid toll calls for all domestic points through
               a  Company specified access code.  Once made,  the
               call  is transferred via automated assistance  for
               completion  by the Company and charged  against  a
               prepaid card with an available balance on  a  unit
               basis.    Each  unit  is  equal  to  one   minute.
               Customers  are  notified of their  remaining  card
               balance  each  time  a  call  is  placed  and  are
               notified  during a call when the balance is  about
               to  be depleted.  The card’s access number, number
               of  units, authorization code and expiration  date
               are  provided  to  the customer  at  the  time  of
               purchase.
          
          (b)  Each  fractional minute will be rounded up to  the
               next   minute.   Each  unit  is  priced   at   the
               prevailing rate as set forth in Section 4  herein.
               Each  card  will have a specified expiration  date
               printed on the card within which all units must be
               used.   Payment  by the Customer for  the  Prepaid
               Calling  Card  Service is due in advance  or  upon
               receipt  of  the prepaid card.  While the  Company
               will  not  refund  any unused units,  the  Company
               reserves  the  right to recall all unused  Prepaid
               Calling   Cards   and  refund  to  Customers   any
               remaining balances on the recalled cards.
          
          (c)  Prepaid  Calling  Card  Service  can  be  accessed
               through a touchtone telephone only.
          
          (d)  Prepaid  calling cards may be purchased in  dollar

               amounts  determined by the Company on a  rate  per
               unit  basis determined by the Company, subject  to
               availability.   The  number of  available  Prepaid
               Calling Cards is subject to technical limitations.
               Such  cards  are offered to Customers on  a  first
               come first serve basis.
          
          (e)  Calls  to  500,  700, 800, and  900  numbers,  all
               operator  services  calls,  directory  assistance,
               busy  line  verification and  interrupt  services,
               calls  requiring the quotation of time and charges
               and conference calls may not be completed with the
               Company’s Prepaid Calling Card Service.
          
          (f)  The  Customer assumes complete liability  for  the
               card  in  the  event  it is  lost,  stolen  or  if
               unauthorized use of the card has occurred.
          
          (g)  Unless  specifically noted to the contrary,  calls
               made   utilizing  a  prepaid  calling   card   are
               independent  of  any other product,  promotion  or
               term plan offered by the Company.


                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 3-5

                     LONG DISTANCE SERVICES


3.   General  Classification  and Description  of  the  Company's
     Service   –  Interstate  and  International  Long   Distance
     Services (Cont’d)

     3.9       800 Service
     
          (a)  800   Service   is   a  one-way  inbound   service
               originating  on feature group facilities  provided
               by  the  Company  and  terminating  on  a  regular
               telephone  line.  The Customer is responsible  for
               payment  of  all  charges  associated  with   such
               terminating calls rather than the calling party.

          (b)  The Company may offer discounted promotional rates
               for  800 Service which may include discounting  or
               waiving the one-time service establishment charge,
               discounting or waiving the monthly service charge,
               discounting or waiving the message-detail charge.

     3.10 Variable Usage Plan

          (a)            Charges for Service
               
               Charges are computed according to one of the
               company’s rate plans.  Under each Rate Plan
               charges per minute of use (MOU) vary depending on
               the usage level committed to by the Customer and
               the length of the commitment to use the Company as
               the Customer’s presubscribed long distance
               carrier.  Minutes of use under each Rate Plan are
               calculated by adding the conversation minutes for
               each separate message, rounded up to the next full
               minute for that message.
               
               (b)  Customer Commitment
     
               Each Customer must commit (in writing) to a volume
               level and a term during which the Customer will
               use the Company as its presubscribed long distance
               carrier.  If the Customer has not notified the
               Company of Customer’s intentions with regard to
               renewal, the Company will enroll the Customer in
               the same Rate Plan and commitment levels (volume
               and term) thereunder initially chosen by the
               customer, unless the volume level has been changed
               pursuant to Section 3.10(d), below; if so, that
               changed volume level will be used as the
               commitment level under the renewal.
               
          (c)  Termination Penalty
     
               Early termination by a Customer may result in the
               imposition of a penalty in the amount of $10 per
               month for each month remaining on the period
               committed to by the Customer.  This termination
               penalty will be disclosed in the written customer
               commitment.

                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 3-6

                     LONG DISTANCE SERVICES


3.   General  Classification  and Description  of  the  Company's
     Service   –  Interstate  and  International  Long   Distance
     Services (Cont’d)

     3.10 Variable Usage Plan (Cont’d)

          (d)       Periodic Review of Customer Usage
          
               After the first month a Customer has used the
               service of Company, or at any time thereafter,
               Company or Customer may review Customer’s usage
               levels.  If Customer’s usage is below or above the
               usage level committed to by Customer, the Company
               may notify the Customer that the rate per MOU will
               be changed for the next month’s and subsequent
               months’ billings for the remainder of Customer’s
               commitment period or until the company’s next
               periodic review of Customer’s usage levels.  If
               Customer’s usage is below or above the usage level
               committed to by Customer, the Customer may notify
               the Company that the rate per MOU will be changed
               for the next month’s and subsequent months’
               billings for the remainder of Customer’s
               commitment period or until the company’s next
               periodic review of Customer’s usage levels.
                    
          (e)       Charges for Rates
          
               Charges are computed according to one of the
               company’s rate plans (see Charges for Service
               3.10(a)).  When the MOU multiplied by the per
               minute rate of the call does not equal an even
               billing amount, the call will be rounded up to the
               next full penny (example, $2.743 would be rounded
               to $2.75).
          


                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 4-1

                     LONG DISTANCE SERVICES


4.   Rates for Interstate Long Distance Service

          4.1  Returned Check Charge

                A Customer whose payment by check is returned for
          insufficient  funds, or is otherwise not processed  for
          payment,  will  be subject to a returned check  charge.
          Such charge will be applicable on each occasion when  a
          check  is  returned or not processed.  If the  returned
          check  was  for a combined interstate and international
          balance,  only  a  single returned  check  charge  will
          apply.

          Per Occasion        $25.00

     4.2  Darien Premium Plan

          Rates    for    Direct   Dialed   Interstate    Message
          Telecommunications   Services   for   residential   and
          business customers for all domestic points.  The  rates
          are as follows:
          
          Per Minute          $0.125
          
               Monday – Sunday, All Day

     4.3  Darien Enhanced Plan

          Rates    for    Direct   Dialed   Interstate    Message
          Telecommunications   services   for   residential   and
          business customers for all domestic points.  This  plan
          has  a $4.95 nondiscountable monthly fee per line.  The
          rates are as follows:

          Per Minute          $0.10

               Monday – Saturday, All Day


          Per Minute          $0.07

               Sunday and Holidays*, All Day








*Holidays  include  New  Year’s Day,  Easter  Day,  Mothers  Day,
Fathers  Day,  Independence Day, Thanksgiving Day, and  Christmas
Day.



                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 4-2

     LONG DISTANCE SERVICES


4.   Rates for Interstate Long Distance Service (Cont’d)

                    4.4  Calling Card Service

          Rates  for  calling  card service for  residential  and
          business  customers for all domestic points. The  rates
          are as follows:
          
          Per Minute        $0.20
          
          Surcharge Per Call$0.50


                    4.5  Prepaid Calling Card Service

                    Per Minute     $0.25


                    4.6  800 Service

                    4.6.A     Rates and Charges

                           There   is   a  one-time  charge   for
               establishing   800   Service   and    a    monthly
               subscription  charge, as well as per-minute  usage
               charges for all calls received.

               Rate

          4.6.B                                   One-Time Charge
               for Establishing Service           $15.00

          4.6.C       Monthly   Recurring   Subscription   Charge
               $  5.00

                    4.6.D     Per-Minute Usage Charges

               Monthly Minutes of Use       Per Minute Rate
               
               1 – 2,999                        $  0.15
               
               3,000 – Over                     $  0.10
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               

                                                SEPTEMBER 1, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 4-3

                     LONG DISTANCE SERVICES


4.   Rates for Interstate Long Distance Service (Cont’d)

     4.7  Variable Usage Plan

          Rates for Direct Dialed Interstate Message
          Telecommunications services for business customers.
          The number of minutes per month is based on an estimate
          of long distance usage for all business lines combined.
          The rates are as follows:
          
          
   MOU     Mont                      Months
            h
            to
From To    Mont  3     6    9     12   15    18   24    30   36
            h
                                                              
   0   59  0.12 0.12  0.12 0.12  0.12 0.12  0.12 0.12  0.12  0.12
              5    5     5    5     5    5     5    5     5     5
  60  149  0.12 0.12  0.12 0.12  0.12 0.12  0.12 0.12  0.12  0.12
              5    5     5    5     5    5     5    5     5     5
 150  299  0.12 0.12  0.12 0.12  0.12 0.12  0.12 0.12  0.12  0.12
              5    5     5    5     5    5     5    5     5     5
 300  749  0.12 0.12  0.12 0.12  0.12 0.12  0.12 0.12  0.12  0.12
              5    5     5    5     5    5     5    5     5     5
 750 1,49  0.12 0.12  0.12 0.12  0.12 0.12  0.12 0.12  0.12  0.12
        9     5    5     5    5     5    5     5    5     5     5
1,50 2,99  0.12 0.12  0.12 0.12  0.12 0.12  0.12 0.12  0.12  0.12
   0    9     5    5     5    5     5    5     5    5     5     5
3,00 5,99  0.09 0.09  0.09 0.09  0.09 0.09  0.09 0.09  0.09  0.09
   0    9     0    0     0    0     0    0     0    0     0     0
6,00 11,9  0.08 0.08  0.08 0.08  0.08 0.08  0.08 0.08  0.08  0.08
   0   99     5    5     5    5     5    5     5    5     5     5
12,0 23,9  0.08 0.08  0.08 0.08  0.08 0.08  0.08 0.08  0.08  0.08
  00   99     0    0     0    0     0    0     0    0     0     0
24,0 and   0.07 0.07  0.07 0.07  0.07 0.07  0.07 0.07  0.07  0.07
  00 over     5    5     5    5     5    5     5    5     5     5


















                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 5-1

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.1  Returned Check Charge

                A Customer whose payment by check is returned for
          insufficient  funds, or is otherwise not processed  for
          payment,  will  be subject to a returned check  charge.
          Such charge will be applicable on each occasion when  a
          check  is  returned or not processed.  If the  returned
          check  was  for a combined interstate and international
          balance,  only  a  single returned  check  charge  will
          apply.

          Per Occasion                       $25.00
          
     5.2  Rate Schedules

                         5.2.A     Service to Mexico

            Rates   for   Direct  Dialed  International   Message
Telecommunications Service

          1+ Residential & Business Rates to Mexico

          BAND   RATE
                 
          1      $ 0.36/minute
          2      $ 0.36/minute
          3      $ 0.36/minute
          4      $ 0.36/minute
          5      $ 0.36/minute
          6      $ 0.36/minute
          7      $ 0.36/minute
          8      $ 0.36/minute


          Rates are Monday – Sunday, All Day

                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 5-2

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.B     Service to Canada

                Rates  for  Direct  Dialed International  Message
Telecommunications Service

               1+ Residential & Business Rates to Canada

               Rate Per Minute               $0.19/minute

               Rates are Monday – Sunday, All Day


                         5.2.C     Standard International Service

                Rates  for  Direct  Dialed International  Message
     Telecommunications Service

               In addition to regular Direct Dialed International
               Message  Telecommunication Service rates (DDD  Per
               Minute  Rate) for calls terminating to a  wireline
               telephone  number, separate rates exist for  calls
               terminating   to   a  cellular  telephone   number
               (Cellular Per Minute Rate).

                1+  International Rates [For Calls] Made From the
     Domestic United States.

               Rates are Monday – Sunday, All Day




                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 5-3

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.C     Standard International Service
                    (Cont’d)

                                   DDD          CELLULAR   
                COUNTRY            PER             PER
                                 MINUTE          MINUTE
                                  RATE            RATE
          Afghanistan                2.04            2.04  
          Albania                    0.51            0.51  
          Algeria                    0.56            0.56  
          American Samoa             0.41            0.41  
          Andorra                    0.37            0.37  
          Angola                     0.52            0.52  
          Anguilla                   0.66            0.66  
          Antarctica (Casey          0.73            0.73  
          Base)
          Antarctica (Scott          0.73            0.73  
          Base)
          Antigua (Barbuda)          0.66            0.66  
          Argentina                  0.52            0.94  
          Argentina-Buenos           0.39            0.39  
          Aires
          Armenia                    0.88            0.88  
          Aruba                      0.47            0.47  
          Ascension Island           1.07            1.07  
          Australia &                0.20            0.57  
          Australia Territory
          Austria                    0.24            0.64  
          Azerbaijan                 0.72            0.72  
          Bahamas                    0.25            0.25  
          Bahrain                    0.88            0.88  
          Bangladesh                 1.15            1.15  
          Barbados                   0.75            0.75  
          Belarus                    0.58            0.58  
          Belgium                    0.20            0.57  
          Belize                     0.87            0.87  
          Benin                      0.79            0.79  
          Bermuda                    0.29            0.29  
          Bhutan                     0.79            0.79  
          Bolivia                    0.80            0.80  
          Bosnia                     0.54            0.54  
          Botswana                   0.42            0.42  
          Brazil                     0.39            0.39  
          Brazil-Belo                0.29            0.29  
          Horizonte, Rio
          Dejaneiro, Sao
          Paulo
          British Virgin             0.54            0.54  
          Islands

                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 5-4

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.C     Standard International Service
                    (Cont’d)

                        DDD            CELLUAR     
      COUNTRY           PER              PER
                      MINUTE           MINUTE
                       RATE             RATE
Brunei                    0.61             0.61 
Bulgaria                  0.53             0.53 
Burkina Fasso             0.97             0.97 
Burundi                   0.92             0.92       
Cambodia                  1.35             1.35       
Cameroon                  0.92             0.92 
Cape Verde Island         0.82             0.82 
Cayman Islands            0.39             0.39       
Central     African       1.32             1.32       
Republic
Chad                      1.58             1.58       
Chile                     0.32             0.57       
China                     0.55             0.65       
Christmas & Cocos         0.74             0.74       
Colombia                  0.51             0.87 
Colombia-                 0.24             0.24 
Barbanquilla,
Bogota
Colombia,     Cali,       0.26             0.26 
Medellin
Comoros                   0.91             0.91 
Congo,   Democratic       1.06             1.06 
Republic of
Cook Islands              1.47             1.47 
Costa Rica                0.73             0.73       
Croatia                   0.45             0.45       
Cuba                      1.08             1.08       
Cyprus                    0.50             0.64       
Czech Republic            0.38             0.38       
Denmark                   0.20             0.57       
Diego Garcia              0.67             0.67       
Djibouti                  1.15             1.15       
Dominica                  0.73             0.73       
Dominican Republic        0.33             0.33       
Ecuador                   0.58             0.58       
Egypt                     0.86             0.86       
El Salvador               0.52             0.52       
Equatorial Guinea         1.19             1.19       
Eritrea                   1.65             1.65       
Estonia                   0.90             0.90       

                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 5-5

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.C     Standard International Service
                    (Cont’d)

                 COUNTRY                 DDD             CELLULAR    
                                      PER MINUTE        PER MINUTE
                                         RATE              RATE
                 Ethiopia                    1.37               1.37 
                 Faeroe Island               0.47               0.47 
                 Falkland Island             0.95               0.95 
                 Fiji Isles                  1.06               1.06 
                 Finland                     0.22               0.22 
                 France                      0.20               0.57 
                 French Antilles             0.54               0.54 
                 French Guiana               0.61               0.61    
                 French Polynesia            0.77               0.77 
                 Gabon                       0.90               0.90    
                 Gambia                      0.83               0.83    
                 Georgia                     0.71               0.71    
                 Germany                     0.20               0.43    
                 Ghana                       0.65               0.65    
                 Gibraltar                   0.40               0.40    
                 Greece                      0.42               0.64    
                 Greece-Athens               0.30               0.30    
                 Greenland                   0.61               0.61    
                 Grenada                     0.77               0.77 
                 Guadeloupe                  0.63               0.63    
                 Guantanamo Bay              0.79               0.79    
                 Guatemala                   0.51               0.57 
                 Guinea                      0.78               0.78    
                 Guinea Bissau               1.04               1.04    
                 Guyana                      1.13               1.13    
                 Haiti                       0.87               0.87    
                 Honduras                    0.86               0.86    
                 Hong Kong                   0.20               0.57    
                 Hungary                     0.39               0.39    
                 Iceland                     0.33               0.83    
                 India                       0.93               0.95    
                 Indonesia                   0.64               0.64    
                 Indonesia-Jackarta          0.30               0.57    
                 Iran                        1.12               1.12    
                 Iraq                        1.50               1.50    
                 Ireland                     0.20               0.44    

                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 5-6

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.C     Standard International Service
                    (Cont’d)

                                     DDD PER          CELLULAR  
                     COUNTRY         MINUTE             PER
                                      RATE             MINUTE
                                                        RATE
               Israel                     0.26             0.57 
               Italy                      0.23             0.57 
               Ivory Coast                1.30             1.30 
               Jamaica                    0.85             0.85 
               Japan                      0.20             0.57 
               Japan-Nagoya               0.21             0.57 
               Jordan                     0.97             0.97 
               Kazakhstan                 0.71             0.71 
               Kenya                      0.88             0.88      
               Kiribati                   1.17             1.17      
               Kuwait                     0.97             1.30      
               Kyrgyzstan                 0.95             0.95      
               Laos                       1.12             1.12      
               Latvia                     0.55             0.55      
               Lebanon                    0.87             1.06      
               Lesotho                    0.62             0.62      
               Liberia                    0.69             0.69      
               Libya                      0.51             0.51      
               Liechtenstein              0.20             0.20      
               Lithuania                  0.57             0.57      
               Luxembourg                 0.25             0.58      
               Macao                      0.52             0.52      
               Macedonia                  0.64             0.64      
               Madagascar                 3.25             3.25      
               Malawi                     0.63             0.63      
               Malaysia                   0.35             0.57      
               Maldives                   0.97             0.97      
               Mali Republic              1.22             1.22      
               Malta                      0.32             0.32      
               Marisat-Atlantic           9.71             9.71      
               Marisat-Indian             8.94             8.94      
               Marisat-Pacific            8.97             8.97      
               Marisat-West               9.83             9.83      
               Atlantic
               Marshall Islands           0.66             0.66      
               Mauritania                 0.85             0.85      
               Mauritius                  1.10             1.10      

                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 5-7

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.C     Standard International Service
                    (Cont’d)

                                      DDD            CELLULAR  
                     COUNTRY          PER              PER
                                     MINUTE           MINUTE
                                      RATE             RATE
               Mayotte Island            1.19             1.19 
               Micronesia                0.89             0.89 
               Moldavia                  0.66             0.66 
               Monaco                    0.27             0.27 
               Mongolia                  1.26             1.26 
               Montserrat                0.82             0.82 
               Morocco                   0.80             0.80 
               Mozambique                0.58             0.58      
               Myanmar (Burma)           1.33             1.33      
               Nakhodka                  1.44             1.44      
               Namibia                   0.44             0.44      
               Nauru                     1.12             1.12      
               Nepal                     1.15             1.15      
               Netherlands               0.20             0.57      
               Netherlands               0.56             0.56      
               Antilles
               New Caledonia             0.94             0.94      
               New Zealand               0.21             0.83      
               Nicaragua                 0.71             0.71      
               Niger                     0.93             0.93      
               Nigeria                   1.12             1.12      
               Niue Island               2.58             2.58      
               Norfolk Island            1.19             1.19      
               North Korea               1.23             1.23      
               Norway                    0.20             0.57      
               Oman                      0.94             0.94      
               Pakistan                  1.04             1.04      
               Palau                     1.10             1.10      
               Panama                    0.75             0.75      
               Papua New Guinea          0.69             0.69      
               Paraguay                  0.84             0.84      
               Peru                      0.66             0.66      
               Peru-Lima                 0.52             0.57      
               Philippines               0.49             0.57      
               Poland                    0.42             0.57      
               Portugal                  0.36             0.57      

                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 5-8

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.C     Standard International Service
                    (Cont’d)

                                       DDD            CELLULAR  
                     COUNTRY           PER              PER
                                     MINUTE            MINUTE
                                      RATE              RATE
               Qatar                     0.94              0.94 
               Reunion Island            0.80              0.80 
               Romania                   0.65              0.65 
               Russia                    0.46              0.46 
               Russia-Moscow             0.25              0.25 
               Russia-Overlay            0.46              0.46 
               Russia-St.                0.31              0.31 
               Petersburg
               Rwanda                    1.09              1.09 
               Sakhalin                  0.68              0.68 
               San Marino                0.41              0.41 
               Sao Tome                  1.41              1.41       
               Saudi Arabia              1.03              1.03       
               Senegal Republic          1.26              1.26       
               Seychelles Islands        1.28              1.28       
               Sierra Leone              1.12              1.12       
               Singapore                 0.31              0.57       
               Slovakia                  0.45              0.45       
               Slovenia, Republic        0.37              0.64       
               of
               Solomon Islands           0.97              0.97       
               Somali                    1.98              1.98       
               South Africa              0.58              0.58       
               South        Africa-      0.46              0.57       
               Johannesburg
               South Korea               0.21              0.55       
               Spain                     0.23              0.46       
               Sri Lanka                 1.11              1.11       
               St. Helena                0.99              0.99       
               St. Kitts                 0.62              0.62       
               St. Lucia                 0.72              0.72       
               St.     Pierre     &      0.49              0.49       
               Miquelon
               St. Vincent & The         0.73              0.73       
               Grenadines
               Sudan                     0.71              0.71       
               Suriname                  0.94              0.94       
               Swaziland                 0.43              0.43       
               Sweden                    0.20              0.57       
               Switzerland               0.20              0.53       

                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                         Page 5-9

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.C     Standard International Service
                    (Cont’d)

                                      DDD             CELLULAR  
                     COUNTRY          PER               PER
                                    MINUTE             MINUTE
                                     RATE               RATE
               Syria                    0.95               0.95 
               Taiwan                   0.28               0.57 
               Tajikistan               0.60               0.60 
               Tanzania                 0.83               0.83 
               Thailand                 0.59               0.59 
               Togo                     1.14               1.14 
               Tonga                    1.19               1.19 
               Trinidad                 0.76               0.76 
               Tunisia                  0.61               0.61 
               Turkey                   0.58               0.58 
               Turkey-Istanbul          0.40               0.40       
               Turkmenistan             1.05               1.05       
               Turks & Caicos           0.68               0.68       
               Tuvalu                   1.16               1.16       
               Uganda                   0.60               0.60       
               Ukraine                  0.53               0.53       
               United         Arab      0.63               0.63       
               Emirates
               United Kingdom           0.20               0.51       
               Uruguay                  0.70               0.70       
               Uzbekistan               0.90               0.90       
               Vanuatu                  3.08               3.08       
               Vatican City             0.23               0.23       
               Venezuela                0.51               0.57       
               Vietnam                  1.34               1.41       
               Wallis/Futuna            1.13               1.13       
               Western Samoa            0.99               0.99       
               Yemen, Republic of       1.11               1.11       
               Yugoslavia               0.59               0.59       
               Zaire                    0.91               0.91       
               Zambia                   0.71               0.71       
               Zimbabwe                 0.55               0.55 

*N/A:  Not Applicable


                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                        Page 5-10

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.D     Calling Card Service to Mexico
                    (Cont’d)

               Rates for Calling Card Service

               1+ Residential and Business Rates to Mexico

                 BAND   RATE               
                                           
                 1      $ .88/minute                 
                 2      $ .88/minute       
                 3      $ .88/minute       
                 4      $ .88/minute       
                 5      $ .88/minute       
                 6      $ .88/minute       
                 7      $ .88/minute       
                 8      $ .88/minute                 


               Rates are Monday – Sunday, All Day


               Surcharge

               Per Call                      $0.50



                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                        Page 5-11

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.E     Calling Card Service to Canada

               Rates for Calling Card Service

               1+ Residential and Business Rates to Canada

               Rate Per Minute               $0.32/minute

               Rates are Monday – Sunday, All Day

               Surcharge

               Per Call                      $0.50

                         5.2.F     Calling Card Service

               Rates for Calling Card Service

                1+  International Rates [For Calls] Made From the
     Domestic United States.

               Rates are Monday – Sunday, All Day

               Surcharge

               Per Call                      $0.50


                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                        Page 5-12

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.F     Calling Card Service (Cont’d)

                                  PER MINUTE
                   COUNTRY           RATE
               Afghanistan               2.32
               Albania                   0.77
               Algeria                   0.82
               American Samoa            1.16
               Andorra                   0.74
               Angola                    1.21
               Anguilla                  0.99
               Antarctica                0.97
               (Casey Base)
               Antarctica                0.97
               (Scott Base)
               Antigua                   0.97
               Argentina                 0.98
               Armenia                   1.59
               Aruba                     0.76
               Ascension Island          1.76
               Australia                 0.26
               Austria                   0.38
               Azerbaijan                0.99
               Bahamas                   0.48
               Bahrain                   1.55
               Bangladesh                1.93
               Barbados                  1.14
               Belarus                   0.99
               Belgium                   0.33
               Belize                    1.39
               Benin                     1.36
               Bermuda                   0.49
               Bhutan                    1.77
               Bolivia                   1.31
               Bosnia                    1.08
               Botswana                  1.12
               Brazil                    0.85
               British   Virgin          0.83
               Islands
               Brunei                    1.06
               Bulgaria                  0.73


                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                        Page 5-13

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.F     Calling Card Service (Cont’d)

                                  PER MINUTE
                    COUNTRY          RATE
               Burundi                    1.44
               Cambodia                   1.99
               Cameroon                   1.76
               Canary Island              0.78
               Cape Verde                 1.23
               Islands
               Cayman Islands             0.73
               Central African            1.92
               Republic
               Chad                       2.28
               Chile                      0.55
               China                      1.10
               Christmas Island           0.97
               & Cocos
               Colombia                   0.87
               Congo                      1.71
               Cook Islands               2.27
               Costa Rica                 1.05
               Croatia                    0.87
               Cuba                       1.45
               Cyprus                     0.84
               Czech Republic             0.61
               Denmark                    0.31
               Diego Garcia               1.57
               Djibouti                   1.66
               Dominica                   1.15
               Dominican                  0.53
               Republic
               Ecuador                    0.89
               Egypt                      1.52
               El Salvador                0.94
               Equatorial                 2.27
               Guinea
               Eritrea                    2.37
               Estonia                    0.73
               Ethiopia                   2.13
               Faeroe Islands             0.77
               Falkland Islands           1.99
               Fiji Islands               1.86
               Finland                    0.32


                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                        Page 5-14

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.F     Calling Card Service (Cont’d)

                                  PER MINUTE
                   COUNTRY           RATE
               France                    0.32
               French Antilles           0.84
               French Guiana             1.09
               French Polynesia          1.50
               Gabon                     1.82
               Gambia                    1.33
               Georgia                   1.50
               Germany                   0.26
               Ghana                     1.31
               Gibraltar                 0.97
               Gilbert Island            1.89
               Grandturk TC              1.75
               Greece                    0.76
               Greenland                 1.12
               Grenada                   1.27
               Guadeloupe                0.96
               Guantanamo Bay            0.96
               Guatemala                 0.70
               Guinea                    1.36
               Guinea Bissau             1.78
               Guyana                    1.79
               Haiti                     1.29
               Honduras                  1.16
               Hong Kong                 0.51
               Hungary                   0.63
               Iceland                   0.70
               India                     1.56
               Indonesia                 1.18
               Iran                      1.93
               Iraq                      2.18
               Ireland                   0.33
               Israel                    0.40
               Italy                     0.38
               Ivory Coast               2.18
               Jamaica                   1.15
               Japan                     0.38
               Jordan                    1.72


                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                        Page 5-15

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.F     Calling Card Service (Cont’d)

                                  PER MINUTE
                    COUNTRY          RATE
               Kazakhstan                 1.43
               Kenya                      1.69
               Kirgistan                  2.22
               Kiribati                   1.99
               Kuwait                     1.69
               Kyrgyzstan                 1.34
               Laos                       1.69
               Latvia                     0.89
               Lebanon                    1.48
               Lesotho                    1.26
               Liberia                    1.14
               Libya                      0.96
               Liechtenstein              0.53
               Lithuania                  0.49
               Luxembourg                 1.20
               Macao                      0.93
               Macedonia                  1.72
               Madagascar                 1.14
               Malawi                     0.59
               Malaysia                   1.66
               Maldives                   1.86
               Mali Republic              0.72
               Malta                      1.05
               Marisat         –         12.01
               Atlantic
               Marisat – Indian          11.11
               Marisat         –         11.11
               Pacific
               Marisat  –   West         12.01
               Atlantic
               Marshall Islands           1.28
               Mauritania                 1.28
               Mauritius                  1.49
               Mayotte Island             2.44
               Micronesia                 1.63
               Moldova                    1.22
               Monaco                     0.56
               Mongolia                   2.02
               Montserrat                 1.38


                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                        Page 5-16

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.F     Calling Card Service (Cont’d)

                                   PER MINUTE
                    COUNTRY           RATE
               Morocco                    1.03
               Mozambique                 1.37
               Myanmar                    2.28
               Namibia                    1.27
               Nauru                      1.77
               Nepal                      1.90
               Netherlands                0.27
               Netherlands                0.72
               Antilles
               Nevis                      1.13
               New Caledonia              1.63
               New Zealand                0.30
               Nicaragua                  1.09
               Niger                      1.80
               Nigeria                    1.62
               Niue Island                2.16
               Norfolk Island             1.19
               North Korea                1.61
               Norway                     0.33
               Oman                       1.94
               Pakistan                   1.76
               Palau                      1.89
               Panama                     1.26
               Papua New Guinea           1.07
               Paraguay                   1.40
               Peru                       1.09
               Philippines                0.79
               Poland                     0.77
               Portugal                   0.68
               Qatar                      1.73
               Reunion Island             1.55
               Romania                    1.04
               Russia                     1.05
               Rwanda                     1.82


                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                        Page 5-17

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.F     Calling Card Service (Cont’d)

                                  PER MINUTE
                   COUNTRY           RATE
               San Marino                1.04
               Sao Tome                  2.32
               Saudi Arabia              1.70
               Senegal Republic          2.37
               Serbia                    1.10
               Seychelles                2.18
               Islands
               Sierra Leone              1.84
               Singapore                 0.62
               Slovakia                  0.75
               Republic                  0.55
               Slovenia
               Solomon Islands           1.78
               Somali                    2.09
               South Africa              0.92
               South Korea               0.61
               Spain                     0.71
               Sri Lanka                 2.00
               St. Helena                1.73
               St. Kitts                 0.97
               St. Lucia                 1.19
               St. Pierre                0.77
               St. Vincent               1.40
               Sudan                     1.18
               Suriname                  2.14
               Swaziland                 0.94
               Sweden                    0.27
               Switzerland               0.32
               Syria                     1.62
               Taiwan                    0.99
               Tajikistan                1.22
               Tanzania                  1.57
               Thailand                  1.03
               Togo                      1.57
               Tonga Islands             1.91
               Trinidad                  1.13
               Tunisia                   1.10


                                                JANUARY 26, 2002
DARIEN COMMUNICATIONS, INC.           RATES, TERMS AND CONDITIONS
                                                        Page 5-18

                     LONG DISTANCE SERVICES

5.   Rates for International Long Distance Service

     5.2  Rate Schedules (Cont'd)

                         5.2.F     Calling Card Service (Cont’d)

                                PER MINUTE
                   COUNTRY         RATE
               Turkey                 0.86
               Turkmenistan           1.59
               Turks & Caicos         1.22
               Islands
               Tuvalu                 1.70
               Uganda                 1.35
               Ukraine                1.01
               United Arab            1.15
               Emirates
               United Kingdom         0.27
               Uruguay                1.21
               Uzbekistan             1.31
               Vanuatu                1.66
               Vatican City           0.72
               Venezuela              0.90
               Vietnam                2.23
               Wallis/Futuna          0.89
               Western Samoa          1.50
               Yemen AR               1.68
               Yugoslavia             0.92
               Zaire                  1.34
               Zambia                 1.64
               Zanzibar               2.83
               Zimbabwe               1.07


                                                JANUARY 26, 2002