COMMUNITY LONG DISTANCE, INC.
LONG DISTANCE SERVICES AGREEMENT

This Long Distance Services Agreement ("Agreement") governs the rates, terms and conditions for provision by Community Long Distance, Inc d/b/a Comporium Long Distance ("Company") of interstate and international long distance service ("Service"). Interstate long distance Service is a service involving a call originating in one state and terminating in another state (also referred to as a "state-to-state" call). International long distance Service is a service involving a call originating in one country and terminating in another country. As used in this Agreement, "you", "your", and "Customer" refer to the individual or entity using or paying for the Service. THIS AGREEMENT INCORPORATES BY REFERENCE THE RATES, TERMS AND CONDITIONS INCLUDED IN THE COMMUNITY LONG DISTANCE, INC. RATES, TERMS AND CONDITIONS GUIDELINES. The Community Long Distance, Inc. Rates, Terms and Conditions Guidelines ("RTC Guidelines") is available at the Company's offices at 245 E. Main Street, Rock Hill, SC 29730 and on Community Long Distance, Inc.'s website at www.comporium.com.

BY ACCEPTING SERVICE FROM THE COMPANY YOU ACCEPT THE RATES, TERMS AND CONDITIONS INCLUDED IN THIS AGREEMENT AND THE INCORPORATED RTC GUIDELINES AS A BINDING AGREEMENT BETWEEN YOU AND THE COMPANY.

1. SERVICES. Availability of individual Service offerings of the Company is described in the RTC Guidelines.

2. RATES. You agree to pay the Company for the Services at the rates and charges listed in the RTC Guidelines. The Company will apply rates and charges for Services provided to you as described in the RTC Guidelines.

3. CHANGES IN RATES, TERMS AND CONDITIONS. The Company may change this Agreement, including the incorporated RTC Guidelines, from time to time. Changes in rates, terms and conditions are effective no sooner than fifteen (15) days after the Company posts on its website modifications to the RTC Guidelines reflecting the changes. The Company will also notify you of rate 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 5 below. The Company may decrease rates and charges without providing advance notice. USE OF THE COMPANY'S SERVICE AFTER THE FIFTEEN (15) DAY NOTICE PERIOD SHALL BE CONSTRUED AS YOUR AGREEMENT TO THE CHANGED RATES, TERMS AND CONDITIONS.

4. PAYMENTS. You must pay all bills or invoices from the Company for Services on or before the due date. Terms and conditions applicable to payment are contained in the RTC Guidelines. Terms and conditions contained in the RTC Guidelines applicable to payments include, but are not limited to, a requirement for payment by you of returned check fees and late payment charges at the highest interest rate not to exceed the amount allowable by law.

5. TAXES AND OTHER CHARGES. In addition to payment for Services, any applicable federal, state and local use, excise, sales or privilege taxes, franchise fees, or similar liabilities chargeable to or against the Company as a result of the provision of the Company's services to you, shall be charged to and payable by you. The company will not provide advance notice of changes to taxes and surcharges, except as required by applicable law.

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 your service. The Company may, immediately and without notice to you, and without liability of any nature, temporarily deny, terminate, or suspend your service: (a) In the event you or your agent: (i) willfully damage the Company's equipment, interfere with use of the Company's service by other customers of the Company; (ii) unreasonably place capacity demands upon the Company's facilities or service; (iii) violate any statute or provision of law, or any rule or regulation of any state or federal regulatory agency relating to communications; or (iv) otherwise fail to comply with the provisions of the Agreement or applicable law; or (b) In the event you become insolvent, are the subject of any formal legal proceeding commenced in a court involving a voluntary or involuntary petition or proceeding in bankruptcy, seek protection or relief from creditors in formal legal proceeding after a filing for such relief, or execute 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 you or your agent.

7. INDEMNIFICATION. YOU AGREE TO DEFEND, IDEMNIFY, AND HOLD THE COMPANY HARMLESS FROM AND AGAINST ANY THIRD-PARTY CLAIMS AGAINST THE COMPANY THAT ARISE FROM YOUR USE OF THE SERVICES. FURTHER, YOU AGREE TO REIMBURSE THE COMPANY FOR ALL COSTS AND EXPENSES RELATED TO THE DEFENSE OF ANY SUCH CLAIMS, INCLUDING ATTORNEYS' FEES. THE FOREGOING SHALL NOT APPLY TO SUCH CLAIMS THAT ARE BASED ON THE COMPANY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. THIS PROVISION WILL CONTINUE TO APPLY AFTER THE AGREEMENT ENDS.

8. LIABILITIES OF THE COMPANY. Except as stated in this Section 8, the Company shall have no liability for damages of any kind arising out of or related to events, acts, rights or privileges contemplated in this Agreement.

(a) The liability of the Company, if any, for damages resulting in whole or in part from or arising in connection with the furnishing of service under this Agreement, including but not limited to mistakes, omissions, interruptions, delays, errors or other defects in transmission occurring after service activation and during the course of furnishing service or arising out of any failure to furnish service shall in no event exceed an amount of money equivalent to the proportionate charge to Customer for the period of service during which such mistakes, omissions, interruptions, delays or errors or defects in transmission occur and continue. However, any such mistakes, omissions, interruptions, delays, errors, or defects in transmission or service which are caused by or contributed to by the negligence or willful act of Customer, or which arise from the use of Customer-Provided facilities or equipment shall not result in the imposition of any liability whatsoever upon the Company.

(b) The Company is not liable for any act, omission or negligence of any local exchange carrier or other provider whose facilities are used concurrently in furnishing any portion of the services received by Customer, or for the unavailability of or any delays in the furnishing of any services or facilities which are provided by any local exchange carrier. Should the Company employ the service of any other common carrier in furnishing the services provided to Customer, the Company's liability shall be limited according to the provisions of Section 8(a) above.

(c) Under no circumstances whatever shall the Company or its officers, agents, or employees be liable for indirect, incidental, special or consequential damages.

(d) The Company shall not be liable for any failure of performance hereunder due to causes beyond its control, including but not limited to fire, flood, or other catastrophes; Acts of God; atmospheric conditions or other phenomena of nature, such as radiation; any law, regulation, directive, order or request of the United States Government, or any other government including state and local governments having any jurisdiction over the Company or the services provided hereunder; national emergencies; civil disorder, insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor problems or regulations established or actions taken by any court or government agency having jurisdiction over the Company.

(e) The Company is not liable for any damage to Customer's premises or equipment arising out of the connection of any of Company equipment associated wiring on such premises, or from the installation or removal thereof except to the extent that such damage results from the Company's negligence or willful misconduct. Customer will indemnify and save and hold the Company harmless from any claims of the owner of Customer's premises or equipment, or other third party claims for such damages.

(f) The Company shall not be liable for any act or omission of any other entity furnishing to the Customer facilities or equipment used with the service furnished hereunder; nor shall the Company be liable for any damages or losses due in whole or in part to the fault or negligence of the Customer or due in whole or in part to the failure of Customer-provided equipment or facilities.

9. WARRANTIES. EXCEPT AS THIS AGREEMENT EXPRESSLY STATES, THE COMPANY MAKES NO WARRANTY REGARDING THE SERVICES AND DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. BILLING DISPUTES. In the event Customer disputes any charges billed by the Company, Customer may withhold from payment to the Company the disputed portion of any billing pending resolution of the dispute, provided Customer submits to the Company an itemized statement in writing which identifies the disputed charges and reasonably explains the basis of the dispute. Customer's explanation must be received by the Company within ten (10) days of the bill date of the disputed bill. The Company shall resolve the dispute, within thirty (30) days of receipt of determination of whether any billing adjustment should be made into Customer's account. In the event Customer does not agree with the initial determination by the Company relating to amounts in dispute and adjustments, if any, which the Company may agree to make, Customer shall so advise the Company and within ten (10) days following the Company's initial determination shall submit to the Company any additional information which Customer deems pertinent or relevant to the dispute. Within twenty (20) days of the Company's receipt of additional information, the Company shall make its final determination based upon all documentation or information available to the Company. If the Company determines that all or any portion of such disputed amount is still owed, Customer shall be required to tender payment of such amount within ten (10) days thereafter. If Customer withholds the disputed amount thereafter, or within the time required, fails to provide supporting information in writing which sets out a legitimate basis under this Agreement for disputing any charges, Customer's account shall be deemed to be past due and unpaid. In such event, the Company shall be entitled to deny Customer's service immediately and/or require an additional deposit. If the billing dispute is resolved in favor of the Company, any payments withheld pending resolution of the dispute shall be subject to a late payment fee of 1.5 percent per month for the period during which such charges remain unpaid.

11. MISCELLANEOUS

(a) Entire Agreement. This Agreement (which incorporates by reference the RTC Guidelines) constitutes the entire agreement between the Company and you and supersedes all prior agreements, understandings, statements or proposals, and representations, whether written or oral. This Agreement can be amended only as provided in Section 3 above. No written or oral statement, advertisement, or service description not expressly contained in the Agreement will be allowed to contradict, explain, or supplement it. Neither you nor the Company is relying on any representations or statements by the other party or any other person that are not included in this Agreement.

(b) Separability. If any part of this Agreement is found invalid, the rest of the Agreement will remain valid and enforceable.

(c) No Third Party Rights. This Agreement does not provide any third party with a remedy, claim, or right of reimbursement.

(d) Assignment. The Company can assign all or part of its rights or duties under this Agreement without notifying you. You may not assign this Agreement or the Services without the Company's prior written consent and assignment shall be in accordance with the RTC Guidelines.

(e) Deposits. The Company may require a security deposit for new and existing customers in accordance with the RTC Guidelines.

(f) Notices. Notices from you to the Company must be provided as specified in this Agreement. Notice from you to the Company made by calling the Company is effective as of the date that the Company's records show that the Company received your call. The Company's notice to you under this Agreement with respect to changes in rates, terms and conditions will be provided as described in Section 3 above. The Company's notice to you under this Agreement for matters other than changes in rates, terms and conditions will be provided by one or more of the following: posting on our web site, recorded announcement, bill message, bill insert, newspaper ad, postcard, letter, or call to your billed telephone number.

(g) Governing Law. This Agreement will be governed by the law of the State of South Carolina.