AMENDMENT NUMBER FOUR
                        TO THE BILLING SERVICES AGREEMENT
                                     BETWEEN
                          INTEGRETEL, INCORPORATED AND
                               TELCO BILLING, INC.
                              DATED JANUARY 6, 1998



Effective  5/1  , 2000,  the  above  referenced  Agreement  is hereby amended as
          ------
follows:

     1.  Account  Number 258 is added to the Agreement. The attached Exhibit "E"
         and  "J"  shall  apply  to  account  258  only.

     2.  All other terms and conditions of the Agreement remain in full force
         and  effect.


ACKNOWLEDGED  AND  AGREED


Integretel,  Incorporated                    Telco  Billing,  Inc.


By:  /s/  Joe Lynam                          By:  /s/  Angelo Tulb
   ------------------------------               ----------------------------

Name:  Joe Lynam                             Name:  Angelo Tulb
     ----------------------------                 --------------------------

Title:  CEO                                  Title:  Chairman
      ---------------------------                  -------------------------

Date:  5/1/00                                Date:  4/26/00
     ----------------------------                 --------------------------


Amendment  to  Telco  Billing,  Inc.
Page  1


<PAGE>
                                   EXHIBIT "E"
                                 Price Schedule
                                 --------------
                           Billing Services Agreement
                           --------------------------
                                  Page 1 of 2


Account  #258

Service  Fee:  IGT  shall  receive  the  following  fees  for Basic Services and
Subscriber  Inquiry  Services.

1.   Telco  Outclearing  (425001  Billing  Transactions)
     ---------------------------------------------------

     Gross Billable Dollars Per Month               Percent of Billing Dollars
     --------------------------------               --------------------------
     ALL  VOLUMES                                   6.50% Plus Telco Fees

     Each month,  IGT shall receive a Telco Clearing fee equal to the greater of
     the billable  dollars  multiplied  by the above  billing  percentage or the
     Billable Transactions  deposited times a $0.81 minimum transaction fee, but
     in no  event  shall  the  Telco  Outclearing  fee be less  than  the  Telco
     Outclearing Minimum Fee.


2.   Telco Outclearing Minimum Fee:      $5,000.00 per month for Client ID #258.
     ------------------------------

     During the remaining Term of this Agreement,  if Customer's aggregate Telco
     Outclearing  Minimum  Fee  paid  to  IGT  exceeds  sixty  thousand  dollars
     ($60,000) on Customer's  Account #258, then Customer shall not be liable to
     IGT for Telco Outclearing Minimum Fees on said Account for the remainder of
     the Term. For purposes of illustration only, if Customer has paid IGT sixty
     thousand  dollars  ($60,000) in Telco  Outclearing fees on its Account #258
     through the first nine (9) months of the remaining  Term,  and in the tenth
     month incurs three thousand  dollars ($3,000) in Telco  Outclearing Fees on
     said Account,  then Customer shall not be obligated to remit to IGT the two
     thousand dollar ($2,000)  difference between the Telco Outclearing  Minimum
     Fee and the Telco  Outclearing  fee.  The  Telco  Outclearing  Minimum  Fee
     limitation  provided  in this  paragraph  shall  not be  applicable  to any
     additional Account(s) ordered by Customer.

     Customer's  Telco  Outclearing  Minimum  Fee  shall  be in  effect  for the
     September, 2000 deposit month.

3.   Subscriber Inquiry Services Fees:        $3.50 per each live agent inquiry.
     --------------------------------

     If the Customer,  subject to terms in this Agreement,  and upon IGT written
     approval, provides its own End-User inquiry service in lieu of IGT provided
     Subscriber  Inquiry Services,  IGT shall i) refer End-User phone inquiry to
     Customer for $1.00 per automated  (no agent)  referred  inquiry,  ii) refer
     End-User  phone  inquiry  to  Customer  for $2.00 per live  agent  referred
     inquiry and iii) process  Customer  generated  adjustments (41 records) for
     fifty cents  ($0.50) per  adjustment.  Customer  shall be  responsible  for
     generation of adjustment vouchers in Telcos that do not accept 41 records.

     Customer must adhere to the following  call handling  guidelines:  Customer
     must provide  toll-free access to its call center.  IGT will route calls to
     this  toll-free  number.   Customer  must  complete  the  Referral  Inquiry
     Worksheet.  Hours of  operation  must be 8-5 for all time  zones  where its
     customers  reside.  Calls cannot be muted to  voicemail;  a live agent must
     answer the call. Calls should ---- have an average speed of answer of <= 45
     seconds.  Call  abandon rate <= 5%. IGT  monitors  the  performance  of its
     Referral  Inquiry  Customers.  IGT will notify Customer  through any metric
     that is not being met as a result of the monitoring.

     IGT,  in its sole  discretion,  may  resume  providing  inquiry  upon prior
     written notice and at the prices contained herein.


Amendment  to  Telco  Billing,  Inc.
Page  2


<PAGE>
                                   EXHIBIT "E"
                                 Price Schedule
                                 --------------
                           Billing Services Agreement
                           --------------------------
                                  Page 2 of 2


4.   Initial  Account Activation:         $1,500.00 for Account 258 sub-cic due
     ---------------------------          upon  receipt  of  invoice.


5.   Telco  Fees:                         IGT shall be entitled to an additional
     -----------                          fee  to  recover  all  Telco  imposed
                                          processing  and  other  charges
                                          associated  with  Customer's  Billing
                                          Transactions.  The  Telco  processing
                                          fees  are  set  forth  on  Exhibit  J


6.   Telco  Holdback:                     5%    Per  Deposit  Month.
     ---------------


7.   IGT  Reserve:                        5%    Per  Deposit  Month.
     ------------



Amendment  to  Telco  Billing,  Inc.
Page  3


<PAGE>


                                                                                  CONFIDENTIAL


                                                     EXHIBIT "J"
                                                     Telco Fees
                                                     ----------
                                                     Page 1 of 1


As of January 2000
                                                                         < ------ Toll ---- >
Telco Group           SID       Telco Name      Bill Render  Interstate  Intrastate  Bulk 4250     SSM     Pay/Call
                                                              Per Msg.    Per Msg.    Per Msg.    010118    010116
                                                                                                 Per Msg.  Per Msg.
                                                                                   
Ameritech             9321  Ohio Bell                 0.400       0.050       0.050      0.100      0.100     0.100
                      9323  Michigan Bell             0.400       0.050       0.050      0.100      0.100     0.100
                      9325  Indiana Bell              0.400       0.050       0.050      0.100      0.100     0.100
                      9327  Wisconsin Bell            0.400       0.050       0.050      0.100      0.100     0.100
                      9329  Illinois Bell             0.400       0.050       0.050      0.100      0.100     0.100
Bell Atlantic         9206  New Jersey Tel            0.330       0.024       0.024      0.250      0.027     0.024
                      9208  Bell Penn.                0.330       0.024       0.024      0.250      0.027     0.024
                      9210  Diamond State             0.330       0.024       0.024      0.250      0.027     0.024
                      9211  C&P DC                    0.330       0.024       0.024      0.250      0.027     0.024
                      9212  C&F' MD                   0.330       0.024       0.024      0.250      0.027     0.024
                      9213  C&P VA                    0.330       0.024       0.024      0.250      0.027     0.024
                      9214  C&P WVA                   0.330       0.024       0.024      0.250      0.027     0.024
Bell South            9417  Bell South                0.505       0.055       0.061       2.50%     0.060      2.50%

GTE Companies          169  GTE North                 0.390       0.055       0.076      0.135      0.135     0.073
                       328  GTE Florida               0.390       0.055       0.076      0.135       0135     0.073
                       479  GTE South                 0.390       0.055       0.076      0.135      0.135     0.073
                      2080  GTE South West            0.390       0.055       0.076      0.135      0.135     0.073
                      2319  GTE California            0.390       0.055       0.076      0.135      0.135     0.073
                      2320  GTE West                  0.390       0.055       0.076      0.135      0.135     0.073
                      2416  GTE North West            0.390       0.055       0.076      0.135      0.135     0.073
                      3100  GTE Hawaii                0.390       0.055       0.076      0.135      0.135     0.073
GTE Contel             170  GTE North Contel          0.390       0.045       0.076      0.135      0.163     0.073
                       480  GTE South Contel          0.390       0.045       0.076      0.135      0.163     0.073
                      2081  GTE S-W Contel            0.390       0.045       0.076      0.135      0.163     0.073
Citizens Tel          2308  Citizens Tel              0.820       0.080       0.080      0.080      0.080     0.080
NYNEX                 9102  New England Tel           0.010       0.300       0.300      0.550      0.300     0.300
(Less 4 MSG/Bill)     9104  New York Tel              0.010       0.300       0.300      0.550      0.300     0.300
NYNEX                 9102  New England Tel           0.960       0.010       0.010      0.260      0.010     0.010
(Greater 4 MSG/Bill)  9104  New York Tel              0.960       0.010       0.010      0.260      0.010     0.010
Pacific Bell          9740  Pacific Bell              0.350       0.030       0.030      0.030      0.030     0.280

Nevada Bell           9742  Nevada Bell               0.450       0.035       0.091      0.030      0.090     0.280

Southwestern Bell     9533  S-West Bell               0.350       0.031       0.031      0.280      0.250     0.550

U.S. West             9631  North West Bell           0.420       0.025       0.025      0.325      0.325      0025
                      9636  Mountain Bell             0.420       0.025       0.025      0.325      0.325     0.025
                      9638  PAC N-W Bell              0.420       0.025       0.025      0.325      0.325     0.025

Alltel                9995  Alltel                    0.880       0.080       0.100      0.100      0.100     0.135

Cincinnati Bell       9348  Cincinnati Bell           0.650       0.022       0.022      0.052      0.022     0.022

Illuminet             9999  Illuminet                 0.000       0.800       0.800      0.800      0.800     0.800

NECA                  9996  NECA                      0.000       0.550       0.550      0.550      0.550     0.550

SNET                  9147  SNET                      0.510       0.110       0.110      0.110      0.110     0.110

Sprint United          341  United Florida            0.390       0.190       0.090      0.190      0.190     0.190
                       470  Carolina Tel & Tel        0.390       0 190       0.090      0 190      0 190     0 190
                       832  United Indiana            0 390       0 190       0.090      0 190      0 190     0 190
                      9323  United Midwest            0 390       0 190       0.090      0.090      0.190     0.190
Telcom Canada         8050  Telcom Canada             0.000       0.560       0.560      0.560      0.560     0.560


The  above  information is current at the time of printing and is to be used for
informative purposes only.  The information contained in this exhibit is subject
to  change  without  notice.  IGT  makes  no  guarantee that this information is
constant,  permanent,  all  inclusive  and/or  final.


Amendment  to  Telco  Billing,  Inc.
Page  4


<PAGE>
                             AMENDMENT NUMBER THREE
                                       TO
                           BILLING SERVICES AGREEMENT
                                     BETWEEN
                               TELCO BILLING, INC.
                                       AND
                            INTEGRETEL, INCORPORATED
                              DATED JANUARY 6,1998

Effective September 1, 1999, the above referenced Agreement is hereby amended as
follows:

1.   The Agreement terminated one year from the initial term of January 6, 1998.
     However,  both parties  continued to operate under the terms and conditions
     of the  Agreement  and  hereby  acknowledge  and  agree  that the terms and
     conditions of the Agreement  apply to all billing and  collection  services
     performed through the date of this amendment number 3.

2.   Section  3.  Term  is  deleted  and  replaced  with  the  following:
                  ----

     "The term of this Agreement shall be for two years  commencing on September
     1,1999 ("TERM") and shall  automatically renew for one successive period of
     two (2) years  unless  terminated  by written  notice from either  party at
     least ninety (90) days prior to scheduled termination.

3.   This Agreement is limited to Customer Account Number 227 which has a $5,000
     monthly  minimum.  The parties  will  negotiate  new pricing  exhibits  far
     additional Customer accounts and programs, which may be activated under the
     Agreement in the future.

4.   All other terms and  conditions of the  Agreement  remain in full force and
     effect.

ACKNOWLEDGED  AND  AGREED

Telco  Billing,  Inc.                           Integretel,  Incorporated

By:  /s/  Kevin L. Jones                        By:  /s/  Kevin Dawson
   ------------------------------                  -----------------------------

Name:  Kevin L. Jones                           Name:  Kevin Dawson
     ----------------------------                    ---------------------------

Title: Secretary                                Title: President
      ---------------------------                     --------------------------

Date:  8/31/99                                  Date:  9/2/99
     ----------------------------                    ---------------------------


<PAGE>
                           BILLING SERVICES AGREEMENT

     THIS  BILLING  SERVICES  AGREEMENT  (the "Agreement") is entered into as of
January  6,  1998 ("Effective Date"), by and between INTEGRETEL, INCORPORATED a1
California  corporation  ("IGT"),  and PUBLICATION MANAGEMENT, a Washington D.C.
Trust  ("Customer").

                                    RECITALS

     WHEREAS,  Customer  is  a  provider  of  information,  operator  and  other
telecommunications  services  ("Services")  via  the  telephone to users of such
services;  and

     WHEREAS,  IGT  is  engaged  in  the business of providing telephone company
billing  and  collection  and  associated  services  to  the  telecommunications
industry;  and

     WHEREAS,  IGT  is willing to provide its services to Customer, and Customer
desires  to  obtain such services from IGT, upon the terms and conditions stated
herein;

     NOW,  THEREFORE,  the  parties hereto, in consideration of mutual covenants
and  agreements  contained  herein,  do  hereby  agree  as  follows:

                              TERMS AND CONDITIONS

     1.     DEFINITIONS.
            -----------

     The  following  terms  shall  have  the  meanings  set  forth  below:

          (a) "Account  Number"  also  referred  to  herein  as  Account  or
               ---------------
Client-ID,  shall  mean  a  separate  account  of  Customer  under which Billing
Transactions  and  settlement  funds  are  tracked  and  reported.
          (b)  "Adjustments"  shall  mean  adjustments  made  to  an  End-User's
                ------------
bill  for Customer's or Customer's IP's Services and is synonymous with the term
Recourse.
          (c)  "Basic  Services"  shall  mean,  generally: (i) the submission of
                ---------------
Customer's Billing Transactions to the Telcos; (ii) the collection of funds from
the Telcos with respect to Customer's Billing Transactions; (iii) the remittance
to  Customer  of  funds  to  it  is entitled; (iv) the provision of bill inquiry
service  to  End-Users  in  response to direct contact from End-Users or through
Telco  referral;  and  (v)  handling  of  written disputes from End-Users either
directly  or  by  referral  to  Customer, including but not limited to, disputes
directed  through  regulatory  agencies, as more specifically 'described herein.
          (d)  "Billing  Contract(s)"  shall  mean  those billing and collection
                --------------------
agreements into between IGT and certain telephone companies and/or certain third
parties  who  contract  directly  with such telephone companies as identified in
Exhibit  A.


BILLING  SERVICES  AGREEMENT
PUBLICATION  MANAGEMENT
Page  1


<PAGE>
          (e)  "Billing  Transaction(s)"  shall  mean  the  use  by End-Users of
                -----------------------
Customer'  or  Customer's IP's Services which give rise to billable transactions
submitted  by  customer  to  IGT  for  billing  and  collection.
          (f)  "Billing  Transaction Data"  shall  mean  the data summarizing or
                -------------------------
evidencing  Customer's  or  Customer's  IP's  Billing  Transactions.
          (g)  "End-User(s)"  shall  mean  the  users  of  IP's  Services.
                -----------
          (h)  "IP's"  shall  mean  information  providers who offer information
                ----
and/or Entertainment services to End-Users. IP's generally receive services from
IGT's  customers.
          (i)  "Major  Telcos"  shall  mean  U.S.  West,  Pacific  Telesis,
                -------------
Ameritech,  Bell  Atlantic,  Nynex,  Bell  South,  Southwestern Bell, GTE or any
others as designated  by  IGT.
          (j)  "Recourse"  shall  mean  a  post-billing  adjustment  where an
                --------
End-User challenges  charges.  It  generally  occurs within sixty (60) days of a
deposit  cycle  but  may  be  delayed.  Recourse  is authorized by the Telcos as
provided in the Billing contracts or by IGT in accordance with  this  Agreement.
          (k)  "Reserves"  shall  mean  collectively  the  Telco Holdback, Telco
                --------
Reserve  and  IGT  Reserves.
          (l)  "Subscriber  Inquiry  Services"  shall  mean  the  bill  inquiry
                -----------------------------
services  which  IGT  provides  to  End-Users in response to direct contact from
End-Users  or  through  Telco  referrals,  performed  in  accordance  with  the
Subscriber Inquiry Guidelines  attached  hereto  as  Exhibit  G.
          (m)  "Taxes,"  shall  mean  all  federal,  state  or local sales, use,
                ------
excise, gross  receipts  or other taxes imposed on or with respect to Customer's
Billing Transactions.
          (n)  "Telco(s)"  shall  mean  those  telephone  companies  listed  on
               ---------
Exhibit A hereto, as may be amended by IGT from time to time, with which IGT has
Entered  into  Billing  Contracts  either  directly  or indirectly through third
parties  who contract  directly  with  such  telephone  companies.
          (o)  "Telco  Holdback"  shall  mean  the  amount  of  offset  against
                ---------------
Customer's Billing  Transactions  to  cover  Customer's  reasonable share of the
Telco Reserve.
          (p)  "Telco  Holdback Rate"  shall  mean  the  percentage  rate  of
                --------------------
Customer's Transactions  required  for  the  Telco  Holdback  amount.
          (q)  "Telco  Reserve"  shall  mean  an  amount  withheld by the Telco,
                --------------
in  anticipation  of  Uncollectibles,  based  on  IGT's  aggregate customer mix.
          (r)  "Telco  Reserve  Rate"  shall  mean  the  percentage  of  gross
                --------------------
billings  by  the  Telco  and is determined by the Telco based on the results of
Telco  True-ups  and  their  internal  calculation  methodologies.
          (s)  "Telco  True-up"  shall  mean  the process by which a Telco, from
                --------------
time to  time:  (i)  determines  whether  amounts held back as Telco Reserve for
Uncollectible Billing Transactions were in excess or less than the amount of the
Telco's actual Uncollectibles for a particular period, and (ii) collects from or
refunds  to  IGT,  as the case may be, any difference between the Telco Reserves
and  the  Uncollectibles.
          (t)  "True-up"  shall  mean  the  process  by which IGT reconciles the
                -------
Telco Holdback  held from Customer's funds and the Uncollectibles as  it  fairly
relates to  Customer's Billing Transactions.  Such True-up shall be conducted in
accordance  with  IGT's  internal  methodology  and  shall  be based on the time
periods  and  data  supplied  to  IGT  through  the  Telco  True-up  process.


Billing  Services  Agreement
Publication  Management
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<PAGE>
          (u)  "Unbillables"  shall  mean  Billing  Transactions designated by a
                -----------
Telco as  not  billable  based  on  their  own  internal  editing  process.
          (v)  "Uncollectibles"  shall  mean  amounts  designated  by a Telco as
                --------------
not collectable  based  on  their  internal  editing  process.
          (w)  "IGT  Reserve"  shall  mean  an  amount  withheld  from the money
                ------------
otherwise  owed  Customer  for  Billing Transactions to cover Adjustments, Telco
Unbillables,  Uncollectibles  and  other  sums  charged  by the Telco to IGT for
Customer  funds  advanced  to  IGT  but  not  collected  by  the  Telcos.

2.   IGT  SERVICES.  IGT, as a limited agent for Customer, agrees to provide the
     -------------
Basic Services to Customer in accordance with the terms and conditions contained
herein.

3.   TERM.  The  term  of  this  Agreement  shall  be  for one (1) year from the
     ----
Effective  Date  ("Term").  This  Agreement shall not automatically renew unless
both  parties  agree  o  an  extension  of  the  Agreement  in a signed writing.

4.   CUSTOMER  ACCOUNTS.  IGT  shall  review  and,  if appropriate, approve each
     ------------------
Service for which IGT shall provide Basic Services hereunder, as well as for any
changes in preamble scripts, pricing, advertising or program content relating to
any  of  such Services. All Services, or changes thereto, shall be registered on
the  form  attached  hereto  as  Exhibit  B.  Customer  shall  provide  IGT with
information  regarding  Customer's  Services,  which  shall  include,  without
limitation,  preamble  scripts,  pricing,  copies  of  advertising,  and program
content  upon  IGT  request.

5.   CUSTOMER  SUBMISSION  OP  BILLING  TRANSACTIONS  TO  IGT.
     ---------------------------------------------------------

     (a) After  receiving  approval as  described in Section 4,  Customer  shall
     submit  to IGT its  Billing  Transaction  Data in the  format  set forth on
     Exhibit C or other mutually agreed upon format.  Customer shall submit such
     information  in a timely manner  consistent  with the schedule set forth in
     Exhibit D hereto.
     (b) IGT  reserves  the right to refuse to accept  any or all of  Customer's
     Billing  Transactions  that are not formatted as set forth above or are not
     submitted in a timely manner consistent with Exhibit D.

6.   IGT  EDIT.
     ---------

     (a) Upon IGT's receipt of Customer's Billing  Transaction Data as set forth
     above,  IGT shall subject such information to its proprietary edit process.
     This edit  process  shall  screen the call  information  for,  among  other
     things, compliance with Telco policies, legal requirements, regulations and
     the other requirements set forth herein before the information is forwarded
     to the Telcos.  IGT has sole  discretion  to determine  whether  Customer's
     Billing  Transaction  Data  meets  IGT's  screening  criteria.  If  any  of
     Customer's Billing  Transactions are found by the foregoing edit process to
     fail to meet the applicable requirements,  IGT shall reject and return such
     transactions (Non-Billables") to Customer and shall not charge Customer any
     fee  with  respect  to  such  Non-Billables.  IGT  shall  have  no  further
     responsibility for any such returned Billing Transactions.


Billing  Services  Agreement
Publication  Management
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<PAGE>
     (b) Any  Billing  Transactions  submitted  to IGT which were  initiated  by
     End-Users  residing in an area where IGT has no Billing  Contract  with the
     Telco  servicing  such area,  will be rejected  and returned to Customer as
     additional  Non-Billables.  Customer agrees and  acknowledges  that IGT may
     unilaterally  amend,  from  time to time,  Exhibit  A hereto  by  adding or
     deleting Telcos.  IGT shall notify Customer in writing  reasonably promptly
     after making any such changes.  IGT shall use reasonable  efforts to notify
     Customer prior to the incorporation of any changes to the available billing
     area.

7.   TELCO  SUBMISSION  AND  EDIT.
     ----------------------------

     (a) In accordance with the schedule set forth on Exhibit D, as updated from
     time to time, IGT shall submit to the Telcos those Billing  Transactions of
     Customer that have passed 101's edit  process.  In addition IGT may provide
     Telco billing  coverage  updates on its bulletin  board on an as-needed and
     communicated  basis.  Customer shall be responsible for on-net coverage and
     updates  from IGT's  bulletin  board by dialing the  current  TOT  provided
     number. The applicable Telco may subject  Customer's  Billing  Transactions
     submitted to it by IGT to its own edit  process and thereby  refuse to bill
     certain  transactions  even  though such  transactions  passed the IGT edit
     process.  After  receipt  of notice  from the Telco  that  certain  Billing
     Transactions  are  Unbillable  or have been  rejected by the  Telco's  edit
     process,  IGT may take  steps to  correct  the  problem  and  resubmit  the
     rejected Billing Transactions to the Telcos if IGT, in its sole discretion,
     believes that the problem can be remedied by reasonable  efforts.  Customer
     agrees  to  fully   cooperate   with  IGT  in  making  any  such  necessary
     corrections.  Transactions  rejected and  returned to IGT in an  electronic
     format by the Telco which IGT  determines  not to resubmit will be returned
     to Customer,  IGT shall have no further  responsibility  for such  rejected
     transactions.
     (b) Subject to terms and conditions set forth herein and in accordance with
     the Billing Contracts with Telcos, IGT shall collect funds  from the Telcos
     with respect to the Billing Transactions;


Billing  Services  Agreement
Publication  Management
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<PAGE>
8.   TELCO  DEDUCTIONS.
     -----------------

     Telcos  may  withhold  from the gross  billed  dollars in  relation  to the
     Billing Transactions submitted by IGT the following fees and charges:

     (a) Telco  Holdback.  With  respect  to  Customer's  Billing  Transactions,
         ---------------
     Customer acknowledges and agrees that there may be withheld from sums owing
     Customer a reserve for Uncollectibles that may be experienced by the Telcos
     many months after the settlement of the sums for the Billing  Transactions.
     The percentage rate for such Holdback is determined by either

          (i)  The current  Telco  Reserve  Rate which is subject to  unilateral
               change without notice;

          (ii) IGT based on analysis of Telco supplied account  write-off detail
               as applicable to Customer's specific End-User accounts; or

          (iii)An  initial  start  rate of ten  percent  (10%) for those  Telcos
               capable  of  providing   account   write-off   detail  for  which
               Customer's specific history has not yet been established.

     IGT shall  exercise  reasonable  efforts  to report  to  Customer  in IGT's
     standard  transaction  reports current Telco Holdback  rates.  From time to
     time,  the Telcos will conduct a Telco True-up for a particular  period and
     may subsequently  revise the Reserve Rate as well as collect from or refund
     to JOT any  difference  between the amounts  withheld by the Telcos and the
     actual Uncollectibles.  As each Telco performs its True-Up and includes its
     results on Telco payment  summaries to IGT, IGT will, as soon as reasonably
     possible, True-Up Customer's account(s). If the Telco has supplied IGT with
     sufficient   write-off   detail  to   fairly   and   accurately   attribute
     Uncollectibles  to  Customer,  then  Customer's  share shall be based on an
     analysis of such write-off  detail,  otherwise,  Customer's  share shall be
     based on Customer's  specific  experience in other Telcos combined with the
     Customer's pro-rata  contribution to the period being Trued-up.  IGT shall,
     as soon as  reasonably  possible,  include these results on the current lOT
     True-Up summary to Customer. Customer hereby agrees that any amount owed to
     JOT by Customer as a result of this  True-Up  process  shall be offset from
     Customer's  payment  summary.  If  any  of  Customer's   account(s)  is/are
     negative,  IGT shall offset the amount due from the next  Customer  payment
     summaries or, at IGT's sole option,  IGT shall invoice  Customer.  Customer
     shall pay the  invoiced  amount  in full  within  fifteen  (16) days of the
     invoice date.  Any amounts due Customer may be held in accordance  with the
     IGT Reserve.
     (b) Unbillables. Telcos may reject Billing Transactions or apply Unbillable
         -----------
     charges for Billing Transactions that do not pass their edit process. Telco
     rejected Billing Transactions applicable to Customer and returned to IGT by
     the Telco shall be returned to Customer Within  seven (7) business  days of
     receipt by IGT from the Telco.


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<PAGE>
     (c) Adjustments. Telcos may deduct from the funds paid to IGT the amount of
         -----------
     any Adjustments that are made by the Telcos and IGT. Customer  acknowledges
     that: (I)  Adjustments  may be performed by a Telco before and/or after any
     Customer-specific  funds  are  paid to IGT by the  Telcos,  and  (ii)  some
     Adjustments  may  not  be   Customer-specific   (i.e.,  cannot  be  related
     specifically  to the  Billing  Transactions  of the  Customer).  Adjustment
     information available to IGT shall be provided to Customer.

9.   TAXES.  Absent  Customer  providing  IGT  the  appropriate  tax  exception
     -----
certificates  required  by  the  applicable  jurisdictions,  Customer  shall  be
responsible  for any Taxes associated with this Agreement. Customer acknowledges
that:  1)  with  respect  to Taxes arising from Customer's Billing Transactions,
certain  Telcos remit Taxes directly to the appropriate taxing authority, and 2)
certain other Telcos return Taxes to IGT with instructions for remittance of the
Taxes  by IGT. IGT shall not be responsible for the Telco's tax determination or
the  Telco's  failure to remit Taxes. IGT shall use reasonable efforts to assist
Customer  in resolving Tax disputes. Customer shall not be liable for IGT income
taxes.

10.  SERVICE  FEES  AND  OTHER  DEDUCTIONS.
     -------------------------------------

From amounts collected from Telco in respect to Customer's Billing Transactions,
IGT  shall  be  entitled  to  withhold  from  its disbursements to Customer, the
following  fees  and  charges:

     (a) IGT Fees. For Basic  Services,  IGT shall  receive,  and Customer shall
         --------
     pay, a fee relating to the gross  dollars  billed by IGT. IGT5 billing fees
     shall be as set forth in Exhibit E hereto.  IGT fees shall be assessed with
     respect  to  each  Billing  Transaction   submitted  to  a  Telco.  Billing
     Transactions  rejected by a Telco and resubmitted by IGT hall be subject to
     the IGT fee unless such  resubmitted  was  necessitated  by an error on the
     part of IGT. IGT's billing fees shall include  billing and collection  fees
     imposed  by the  Telco's.  Notwithstanding  the  foregoing,  IGT  shall  be
     entitled to a minimum fee from Customer, as provided in Exhibit E, for each
     separate Account Number  established by Customer,  regardless of the number
     of Billing  Transactions  submitted  to the  Telco's in such month for such
     account. After the initial term of this Agreement,  IGT may adjust its fees
     on sixty (60) days prior  written  notice to Customer,  provided,  however,
     that  said  adjustment  shall  not  exceed  ten  percent  (10%)  per  year.
     (b) Subscriber inquiry Service Fees. IGT shall receive a Subscriber Inquiry
         -------------------------------
     Service fee for  performance  of  Subscriber  Inquiry  Services on End-User
     phone and written  Inquiry.  IGT's fees shall be as set forth in Exhibit E.
     The fee for written  inquiry from End-Users is $50.00 per inquiry.  The fee
     for written inquiry from  governmental or other  regulatory  authorities is
     $150.00 per inquiry.  IGT shall  invoice  Customer for  Subscriber  inquiry
     Services,  and Customer  shall pay the invoice  within ten (10) days of the
     date of the  invoice.  If  Customer  does not pay the  invoice  within  the
     prescribed time, IGT may offset Subscriber Inquiry


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<PAGE>
     Services fees from Customer disbursements. IGT may adjust its fees on sixty
     (60) days prior written  notice to Customer  provided,  however,  that said
     adjustment shall not exceed ten percent (10%) per year.
     (c) IGT Reserve. IGT shall withhold from sums that would otherwise be owing
         -----------
     with respect to Customer's Billing  Transactions such sums as are necessary
     to fund  the IGT  Reserve.  The IGT  Reserve  amount  for  Account  Numbers
     established  under this  Agreement  will  initially be  established  at ten
     percent (10%) of gross billed dollars,  by Account Number, for each deposit
     of Billing  Transactions made by Customer,  and the IGT Reserve will adjust
     down, by Account Number, to four percent (4%) six (6) months from the first
     deposit month. The above notwithstanding, IGT reserves the unilateral right
     to adjust the IGT Reserve for any Account  Number to offset any  shortfalls
     in the IGT Reserve.  Any  increase in the reserve  amount will be funded by
     either:

          (i)  Increasing  the  previously  agreed upon reserve  percentage  and
               amount for the Account Number; and/or
          (ii) Increasing  and/or  offsetting  another  Customer Account Number;
               and/or
          (iii)Invoicing  Customer  directly for the amount  required.  Customer
               shall pay IGT's invoice within ten (10) business days.

     In addition, Customer acknowledges that to the extent the Telco Holdback is
     insufficient  to cover  Uncollectibles,  IGT  shall be  responsible  to the
     Telcos for any  shortfall,  which shall be paid out of the IGT Reserve,  if
     available. If the IGT Reserve is not sufficient then, at the option of IGT,
     the needed amount may be invoiced to Customer  (payable within fifteen (15)
     days) or otherwise deducted from Customer's funds.

     (d) Legal Process  Expenses.  If IGT is served with legal  process  arising
         -----------------------
     from IGT's service to Customer and/or  Customer's  service to End-Users and
     IGT is not a party to the  action,  then IGT may  assess  Customer  for its
     reasonable  time and expenses  incurred in responding to said process.  IGT
     shall invoice  Customer,  and Customer  shall pay the invoice within thirty
     (30) days of the date of the invoice.  If Customer fails to pay the invoice
     in a timely manner, IGT may offset the amount due.

11.  Remittance  OF  CUSTOMER  FUNDS.
     -------------------------------

     (a)  Remittances.  Customer shall be entitled to such funds as are remitted
          -----------
     to IGT by the Telcos in respect of Customer's Billing Transactions less the
     deductions,  to the extent  applicable,  described in Sections 8, 9 and 10.
     IGT shall transfer to Customer, or Customer's designated account, the funds
     collected  the prior week to which  Customer  is entitled  hereunder.  Such
     remittance  shall be paid by check and delivered to Customer's  address set
     forth herein, provided that remittances in excess of $10,000 may be made by
     wire transfer.  It shall be Customer's  responsibility  to provide IGT with
     complete and accurate  wire transfer instructions in writing as well as any
     changes to Customer's address.


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<PAGE>
     (b) IGT Reserve Roll-Down. With regard to the periodic roll-down of the IGT
         ---------------------
     Reserve,  at thirteen (13) months from the close of a given deposit  month,
     IGT shall  remit  fifty  percent  (50%) of the given  Account  Numbers  IGT
     Reserve to Customer. Furthermore, at eighteen (18) months from the close of
     said deposit month, IGT shall remit the balance of a given Account Number's
     IGT Reserve. The above  notwithstanding,  IGT reserves the unilateral right
     to  withhold  remittances  under  this  section  to  offset  any  actual or
     reasonably anticipated shortfalls in the IGT Reserve.
     (c)  Final   Disbursement  of  IGT  Reserve.   With  regard  to  the  final
          --------------------------------------
     disbursement  of the IGT  Reserve,  the  balance  not  applied in the Telco
     True-up,  if any,  shall be accounted for within thirty (30) days after the
     final Telco True-up for the relevant deposit period. If the IGT Reserve was
     insufficient to cover Customer's share of the Uncollectibles, then IGT may,
     at its option, deduct any shortfall from subsequent payments to Customer or
     invoice  Customer  for the amount  owing.  Customer  agrees to pay any such
     amount invoiced within fifteen (15) days after receipt of invoice. Customer
     acknowledges that the Telcos may provide  additional  Uncollectibles  after
     the True-up period, IGT shall promptly notify Customer and provide Customer
     with data from the Telco,  if  available.  IGT shall  invoice  Customer and
     Customer shall pay IGT within fifteen (15) days of the invoice date.
     (d) Assignment of Proceeds. If Customer assigns to a third-party any of its
     rights to any sums owing to it by IGT  hereunder,  Customer shall so notify
     IGT of such  assignment  by means of, and subject to the terms of, the form
     attached  hereto as Exhibit H. IGT shall have no obligation with respect to
     any assignment or payment direction of Customer which does not conform with
     Exhibit  H.  Further,  IGT  shall  have no  obligation  to  enter  into any
     understanding  or  agreement  with any third  party  with  respect  to such
     assignment.

12.  REPORTS.
     -------

     (a) Standard Reporting.  IGT agrees to provide Customer with IGT's standard
         ------------------
     transaction  reports  per the  delivery  schedule  set forth on  Exhibit F.
     Customer  may request  that IGT provide  additional  reports or a different
     formatted  report.  To the  extent IGT can comply  with such  request  with
     reasonable effort, IGT shall supply such reports at an additional charge to
     be determined  solely by IGT,  based upon the time and expense  required to
     generate such reports.
     (b) Audit. Upon written notice by  Customer,  and no more  frequently  than
         -----
     twice during a twelve (12) month period,  IGT shall provide Customer access
     to the  information  IGT receives  from Telcos with  respect to  Customer's
     Billing   Transactions.   Customer  may  request  such   information   more
     frequently,  but such additional  requests shall be serviced only on an "as
     available" basis and at an additional cost to the Customer to be determined
     solely  by IGT.  The charges for additional  requests shall be based on the
     time and other costs incurred by IGT to comply with such request(s)


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<PAGE>
     (c)  Report  Review.  Customer  agrees  that it is solely  responsible  for
          --------------
     inspecting  and  reviewing  all reports  provided by IGT within thirty (30)
     days of receipt  by  Customer.  Customer's  failure to report any errors or
     inconsistencies with respect to such reports shall constitute acceptance by
     Customer.
     (d) Report Detail. Customer acknowledges and agrees that (1) the individual
         -------------
     Telcos may not provide  definitive  detail to IGT for Billing  Transactions
     the Telco deems to be Unbillable,  Recoursed,  or  Uncollectible,  (ii) IGT
     shall not be held to a higher  standard of  accounting  pertaining to Telco
     performance  as  provided  by  the  individual   Telco,   and  (iii)  IGT's
     methodology  associated  with  the  determination  of  Customer's  share of
     Unbillables, Recourse or Uncollectibles is reasonable and appropriate given
     the detail received from the individual Telco.

13.  BILLING  APPEARANCE.  Where  the  applicable  Telco  provides  sub-carrier
     -------------------
billing,  Customer's Billing Transaction shall appear on such Telco's subscriber
bills  with  charges  from  YP Net" (or A name similar thereto) or, if possible,
under  the  name  of  Customer  (no  more than 20 characters, including spaces).

14.  END-USER  INQUIRIES.
     -------------------

     (a) Processed  Inquiry.  The Telcos, in some instances,  requires that they
         ------------------
     will handle  certain  End-User  billing  inquiries  with respect to Billing
     Transactions  submitted  by IGT to that  Telco.  Upon  request,  IGT  shall
     provide  a  description  of such  arrangements  to  Customer  for any Telco
     pertinent   to   Customer's   Billing   Transactions,    subject   to   any
     confidentiality  requirement  between  IGT  or  IGTs  agent and such Telco.
     (b) IGT Processed  Inquiry.  Unless otherwise  provided by the Telcos,  IGT
         ----------------------
     shall  provide  Subscriber  inquiry  Services  as  described  in Exhibit G.
     (c) Customer Information.  Customer agrees to cooperate with the applicable
         --------------------
     Telcos and IGT with respect to any subscriber inquiries,  which cooperation
     shall  include,   without  limitation,   providing   originating   numbers,
     locations,  and applicable rate tables.  IGT and Customer shall establish a
     contact  within each  organization  for the purpose of  resolving  End-User
     inquiries.

15.  CUSTOMER  REPRESENTATIONS  AND  WARRANTIES.
     ------------------------------------------

     Customer  represents  and  warrants  to  IGT,  as  follows:

     (a)  Compliance  With Laws.  Customer is, and  throughout  the Term of this
          ---------------------
     Agreement shall be, in compliance  with all applicable IGT policies,  Telco
     policies and federal,  state, and local, legal and regulatory  requirements
     applicable  to any Billing  Transactions  submitted by the Customer to IGT,
     including,  without limitation,  all certification  requirements,  tariffs,
     rate  caps,  validation  requirements,  preamble,  disclosure, advertising,
     solicitation,  and  content  applicable to Customer's Billing Transactions.


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<PAGE>
     (b) Audio Text.  Customer  is, and  throughout  the Term of this  Agreement
         ----------
     shall be, in compliance with all IGT policies, Telco policies and state and
     federal  laws,  regulations  and rules with  respect to the  content of the
     audio text of its  Services,  specifically  including,  but not limited to,
     laws,  regulations  and rules relating to the  transmission  of obscene and
     indecent material.
     (c) Approved Programs Only. All Billing Transactions  submitted by Customer
         ----------------------
     shall  represent only those  information  service  programs which have been
     approved by IGT.
     (d) Customer acknowledges and agrees:

         (i)  IGT shall not be  responsible  for the  content of the  Customer's
              services.
         (ii) IGT  shall  not  be  required hereunder to commence any litigation
              for collection of bills rendered to End-Users.
         (iii)In  the  absence  of  willful  misconduct,  IGT  shall  have  no
              liability  to  Customer  in  respect  of its acts or  omissions in
              the  performance  of  services  under  this  Agreement.

16.  IGT'S  REPRESENTATION  AND WARRANTY.  IGT  represents  and warrants that it
     -----------------------------------
is  in compliance with all applicable federal and state regulations with respect
to  the services to be rendered hereunder, and it shall maintain such compliance
throughout  the  Term  of  this  Agreement. IGT shall not be deemed a trustee or
fiduciary  in  its  performance  of  this  Agreement.

17.  PROOF OF COMPLIANCE.  Customer  agrees  to  provide  written  proof of such
     -------------------
compliance  (as  required  in  Section  15)  to IGT within five (5) days of IGTs
request.  Customer  acknowledges  that  IGT  shall have the right to immediately
suspend  any  and  all  obligations  and IGT shall have no liability to Customer
hereunder  in  the event IGT does not receive satisfactory written proof of such
compliance.  Customer  agrees  to  advise  IGT  in writing as soon as reasonably
possible  of  any  instances  where it is not in compliance with such regulatory
requirements.  Customer  agrees  to indemnify and hold IGT harmless from any and
all third party claims that may arise with regard to the Billing Transactions or
the  provision  of  services  hereunder.

18.  LIMITATION OF LIABILITY.
     -----------------------
     IN NO EVENT WILL IGT BE LIABLE FOR ANY LOSS OF PROFITS,  LOSS OF USE,  LOSS
OF GOODWILL,  CONSEQUENTIAL,  SPECIAL OR PUNITIVE DAMAGES REGARDLESS OF THE FORM
OF ANY CLAIM,  WHETHER IN  CONTRACT  OR IN TORT OR WHETHER  FROM  BREACH OF THIS
AGREEMENT,  IRRESPECTIVE  OF WHETHER IGT HAS BEEN  ADVISED OR SHOULD BE AWARE OF
THE POSSIBILITY OF SUCH DAMAGES.  CUSTOMER HEREBY  ACKNOWLEDGES  AND AGREES THAT
IGT'S  LIABILITY  WITH  RESPECT TO THE  PERFORMANCE  OF IGTS  Services  SHALL BE
LIMITED TO THE AMOUNT OF IGT FEES  PAID  BY  CUSTOMER  FOR  THE AFFECTED BILLING
TRANSACTIONS.  CUSTOMER FURTHER AGREES TO INDEMNIFY AND HOLD  IGT  HARMLESS  FOR


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<PAGE>
ANY  AND  ALL  CLAIMS  THAT  MAY  ARISE  FROM  ANY  THIRD  PARTIES  RELATING
TO  CR  RESULTING  FROM  THE  SERVICES  PROVIDED  HEREUNDER.

19.  INDEMNIFICATION.
     ---------------

     (a) By Customer.  Customer hereby agrees to indemnify and hold IGT harmless
         -----------
     against all obligations,  liabilities,  claims,  demands,  losses, damages,
     costs or expenses (including  attorney's fees),  arising out of or relating
     to: (1) Customer's use of IGT's services,  (ii)  Customer's  inadvertent or
     intentional   submission  of  non-approved  Billing   Transactions,   (iii)
     Customer's  advertising of IGT's  services,  (iv) the content of Customer's
     audio text or the provision by Customer of the Services  billed by IGT, (v)
     any Taxes,  penalties,  interest,  -additions  to tax,  surcharges or other
     charges or expenses  payable or  incurred  by IGT in respect of  Customer's
     Billing Transactions or resulting from the Customer's use of IGTs services,
     or (vi) any breach by Customer of any representation,  warranty or covenant
     under this  Agreement.  In the event that IGT is joined as defendant in any
     action or proceeding  arising out of any of the foregoing,  IGT may, at its
     option,  engage  its own  attorneys  to defend  IGT  and/or  Customer,  and
     Customer  shall  pay all  reasonable  attorney  fees,  costs  and  expenses
     incurred by IGT.
     (b) By IGT.  IGT hereby  agrees to  indemnify  and hold  Customer  harmless
         ------
     against all obligations,  liabilities,  claims,  demands,  losses, damages,
     costs or expenses (including  attorney's fees),  arising out of or relating
     to any breach by IGT of any representation, warranty or covenant under this
     Agreement.

20.  TERMINATION FOR DEFAULT.
     -----------------------

          Either  party  may  terminate  this  Agreement,  without  liability,
effective immediately  upon  written  notice  to the other party upon any of the
following events:

     (a) The other party defaults on any payment obligation  hereunder and fails
     to cure such  payment  default  within  ten (10)  business  days of written
     notice  of  such   payment   default  to  the   defaulting   party  by  the
     non-defaulting party; or
     (b) The other party defaults with respect to any other  material  provision
     of this Agreement and fails to cure such default within thirty (30) days of
     written   notice  of  such   default  to  the   defaulting   party  by  the
     non-defaulting party; or
     (c) The other party is found by an  appropriate  governmental  authority to
     have  violated or to be in  violation  of  federal,  state or local laws or
     regulations  relating to the providing,  soliciting,  or advertising of its
     services,  and such  violation  has not been cured within  thirty (30) days
     after such finding; or
     (d) The other  party has  violated a  representation,  warranty or covenant
     contained in this  Agreement and such violation  remains  uncured after ten
     (10)  days  following  written  notice  of  such  violation  from  the
     non-defaulting  party specifying the nature of the violation; or


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<PAGE>
     (e) The other party has (i) filed a voluntary  petition  in  bankruptcy  or
     voluntary  petition  or  an  answer  seeking  reorganization,  arrangement,
     readjustment of its debts, or any other relief under the Federal Bankruptcy
     Code or under any other  insolvency act or law, now or hereafter  existing,
     or (ii) a receiver or trustee appointed involuntarily, and such petition or
     action is not suspended,  stayed or dismissed  within sixty (60) days after
     such filing or appointment, as the case may be or
     (f)  if  seventy-five   percent  (75%)  of  Customer's   submitted  Billing
     Transactions are not billable with one or more of the Major Telcos.

21.  SPECIAL RIGHTS OF IGT TO TERMINATE  AGREEMENT.
     ---------------------------------------------

     (a) Damage to Public Image. If IGT determines, in its sole discretion, that
         ----------------------
     its business may be adversely affected or that the Services offered by such
     Customer may adversely affect IGT's public image or damage IGT's reputation
     or goodwill and if, after  notification from IGT to Customer,  Customer has
     not  cured the  indicated  problem  to IGT'  satisfaction  within  five (5)
     business days, IGT reserves the right to terminate services to Customer and
     the Customer's use of the IGT' services  immediately upon written notice to
     Customer.
     (b)  Termination due to Violation of Law. IGT reserves the right to monitor
          -----------------------------------
     any program  being  billed by [CT,  and,  if IGT,  in its sole  discretion,
     believes any program to be in violation of Telco  policies,  IGT's business
     policies,  any state,  local or federal laws or  regulations,  to terminate
     Basic  Services  for those  programs  if,  after  notification  from IGT to
     Customer,   Customer  has  not  cured  the   indicated   problem  to  IGT's
     satisfaction within five (5) business days. IGT will provide the Customer a
     report  summarizing  the quantity of calls and dollars being suspended from
     the billing process. The Billing Transaction Data and account records shall
     be returned to the Customer.

22.  EFFECT OF TERMINATION.
     ---------------------

     (a)  Termination  of this  Agreement  shall  terminate  all the  rights and
     obligations of the parties hereunder, except that:

          (i)  neither  Customer  nor IGT shall be  released  of its  respective
               obligations  to pay any sums of money due or  payable  or accrued
               under this Agreement;
          (ii) confidential information, as defined herein, and any copies shall
               be returned to the  Disclosing  Party within  thirty (30) days of
               termination of this Agreement and the Receiving  Party shall keep
               such confidential information confidential for two (2) years from
               the date of termination; and


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<PAGE>
          (iii)in the  event  the  termination  is a result  of the  default  or
               breach by a party,  the other  party  shall be entitled to pursue
               any and all rights and remedies it has to redress  such  default,
               breach or inequity.

     (b) The parties agree that the  termination of this  Agreement  pursuant to
     any provision or section hereof, or for any other reasons, shall not affect
     or terminate  any  obligation  or  liability  incurred or assumed by either
     party prior to effective  date of termination  of this  Agreement,  and the
     provisions of this Agreement shall survive its termination  with respect to
     conclusion of any unresolved matters or payment obligation  relating to the
     services performed prior to termination.
     (c) Upon  termination  of this Agreement or of Basic Services to a specific
     Customer account,  no call records shall be received or processed after the
     effective  date of the  termination,  and  IGT  shall  have  no  obligation
     hereunder. IGT shall proceed to process Billing Transactions already in its
     billing system as of the termination date.
     (d)  Upon  termination  of this  Agreement,  Customer  agrees  that IGT may
     withhold  reasonable amounts as Reserves thereby increasing the IGT Reserve
     to offset any service  related  costs  and/or  charges that may occur after
     settlement of Customer's final submission of Billing Transactions. Upon the
     last Telco's  final True-up for the last deposit  month,  IGT shall provide
     Customer with a final  accounting and remit any remaining  amounts withheld
     or shall invoice  Customer as appropriate.  Any amount owing from one party
     to the other as a result of the True-up  shall be paid within  fifteen (15)
     days of IGT's final accounting.

23.  CONFIDENTIALITY.
     ---------------

     (a) As used in this Agreement "Confidential Information" of either Customer
     or IGT shall mean any written or  documentary  information  relating to the
     service or business  operation~ of the party  ("Disclosing  Party") that is
     given to the other Party ("Receiving  Party") pursuant to this Agreement or
     otherwise if such information is marked "Confidential",  bears a marking of
     like  import,   or  is  or  was  identified  by  the  Disclosing  Party  as
     "Confidential"  at the time of  transmittal  to or receipt by the Receiving
     Party.  Orally  disclosed  information  shall  be  considered  Confidential
     Information  if it is  identified  as such at the time of disclosure by the
     Disclosing Party and within twenty (20) days after oral disclosure  thereof
     the  Disclosing  party  confirms  in  writing  to the  Receiving  Party the
     confidential nature of such information.  "Confidential  Information" shall
     also include any equipment,  hardware or software (including firmware) made
     available  to a  Receiving  Party by a  Disclosing  Party that  includes or
     represents   a   tangible   manifestation   of  a   Party's   "Confidential
     Information",  whether or not such equipment bears any confidential  legend
     or marking.
     (b) Each party  agrees  that  Confidential  Information  of the other party
     which is disclosed or obtained by it hereunder or otherwise, shall, subject
     to the terms and  conditions of this  Agreement,  be retained in confidence
     and  shall be  protected  to the same  extent  and in the  same  manner  as
     comparable  confidential  information  of  the Receiving Party, but no less
     than a reasonable standard  of  care.


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<PAGE>
     (c) Information shall not be deemed confidential, and Receiving Party shall
     have no obligation under this provision with respect to any:

          (i)  Information which now or hereinafter comes into the public domain
               without breach of this Agreement;
          (ii) Information  already  in  the  possession  of  or  known  to  the
               Receiving  Party at the time of  disclosure as evidenced by prior
               written documentation thereof;
          (iii)Information  rightfully  and  lawfully  received  by a  Receiving
               Party from a third party without  breach of this Agreement or any
               other  agreement as evidenced by existing  written  documentation
               thereof;
          (iv) Information developed  independently or discovered by a Receiving
               Party  without  use  of  the  Disclosing   Party's   Confidential
               Information  as  evidenced  by  existing  written   documentation
               thereof;
          (v)  Information approved for release by written authorizations of the
               Disclosing Party; or
          (vi) Information disclosed pursuant to the requirement or request of a
               governmental  agency or court of  competent  jurisdiction  to the
               extent such disclosure is required by a valid law,  regulation or
               court order and sufficient notice is given by the Receiving Party
               to the  Disclosing  party of any such  requirement  or request to
               permit the Disclosing party to seek appropriate  protective order
               or exemption from such requirement or request.

     (d) All information and all tangible forms of information,  including,  but
     not limited to documents, drawings, specification,  prototypes, samples and
     the like received  hereunder by a Receiving party shall remain the property
     of the  Disclosing  Party.  Upon written  request by a Disclosing  Party, a
     Receiving  party shall return to a Disclosing  Party all tangible  forms of
     the  Disclosing  Party's  Confidential  Information  received by  Receiving
     party, including all copies thereof.

24. CHOICE OF LAW AND VENUE. THE VALIDITY OF THIS AGREEMENT,  ITS  CONSTRUCTION,
    -----------------------
INTERPRETATION,  AND ENFORCEMENT,  AND THE RIGHTS OF THE PARTIES HERETO SHALL BE
DETERMINED UNDER,  GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF California.  THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS  ARISING
IN CONNECTION  WITH THIS AGREEMENT  SHALL BE TRIED AND LITIGATED  EXCLUSIVELY IN
AND VENUE SHALL BE PROPER ONLY IN THE STATE AND  FEDERAL  COURTS  LOCATED IN THE
COUNTY OF SANTA CLARA, STATE CF CALIFORNIA OR, AT THE SOLE OPTION OF IGT, in ANY
OTHER COURT IN WHICH IGT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH
HAS  SUBJECT  MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY.  EACH  OF  THE


Billing  Services  Agreement
Public  Management
Page  14


<PAGE>
PARTIES  HERETO  WAIVES,  TO  THE  EXTENT  PERMITTED  UNDER APPLICABLE  LAW, ANY
RIGHT  EACH  MAY  HAVE  TO  ASSERT  THE  DOCTRINE  OF FORUM  NON  CONVENIENS  OR
TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT  IN  ACCORDANCE  WITH
THIS  SECTION.

25.  ANNOUNCEMENTS AND RELEASES. Neither party may use the other party's name in
     --------------------------
promotional  or  marketing   advertisements,   public  announcements  or  public
disclosures  nor shall  either  party  disclose  the  existence or terms of this
Agreement or its subject matter,  without the prior written consent of the other
party.

26.  NOTICES.  Alt notices and other communications which are required or may be
     -------
given hereunder shall be in writing and shall be delivered personally or sent by
U.S.  mail, by facsimile,  or by reputable  overnight  carrier.  All notices and
other  communications  shall be deemed given when actually  received by a party.
Notice by mail shall be  directed  to a party at its  address set forth below or
such other address as shall be given in accordance with this Agreement.

Integretel  Incorporated,        Greg  Crane
5883  Rue  Ferrari               Trust  Manager
San  Jose,  CA  95138            9420  E.  Doubletree,  Suite  C102
Attention:  General  Counsel     Scottsdale,  AZ  85258

27.  DISPUTE  RESOLUTION  AND  ARBITRATION:
     -------------------------------------

Except for an action seeking a temporary restraining order or injunction related
to  the  purposes  of  this  Agreement, or a suit to compel compliance with this
dispute  resolution  process,  the  parties  shall use the following alternative
dispute  resolution  procedures  as their sole remedy with respect to any claim,
dispute,  or  other  controversy arising out of or relating to this Agreement or
its  breach.

     (a) Dispute Resolution. At the written request of a party, each party shall
         ------------------
     appoint an officer or employee representative to meet and negotiate in good
     faith and attempt  resolve any dispute  arising under this  Agreement.  The
     location, format, frequency,  duration? and conclusion of these discussions
     shall be left to the discretion of the representatives. Upon agreement, the
     representative may utilize other alternative dispute resolution  procedures
     such  as  mediation  to  assist  in  the   negotiations.   Discussions  and
     correspondence among the representatives for purposes of these negotiations
     shall be treated as  confidential  information  developed  for  purposes of
     settlement,  exempt  from  discovery  and  production,  which  shall not be
     admissible in the  arbitration  described  below or in many lawsuit without
     the  concurrence of the parties.  Documents  identified in or provided with
     such   communications,   which  are  not   prepared  for  purposes  of  the
     negotiations,  are not so exempted  and may, if  otherwise  admissible,  be
     admitted in evidence in the arbitration or lawsuit.


Billing  Services  Agreement
Public  Management
Page  15


<PAGE>
     (b)  Arbitration.  If the  negotiations  do not resolve the dispute  within
          -----------
     sixty (60) calendar days of the initial written request,  the dispute shall
     be submitted to binding  arbitration by a single arbitrator pursuant to the
     Commercial  Arbitration rules of the American  Arbitration  Association.  A
     party may demand such arbitration in accordance with the procedures set out
     in those rules.  Discovery  shall be controlled by the arbitrator and shall
     be permitted to the extent set out in this section. The arbitration hearing
     shall be  commenced  within  sixty  (60)  calendar  days of the  demand for
     arbitration.  The  arbitration  shall be held in San Jose  California.  The
     arbitrator  shall  control  the  scheduling  so as to  process  the  matter
     expeditiously.  The parties may submit written briefs. The arbitrator shall
     rule on the  dispute  by  issuing  a written  opinion  within  thirty  (30)
     calendar days after the close of the hearings.  The times specified in this
     section may be  extended  upon  mutual  agreement  of the parties or by the
     arbitrator  upon a showing of good cause.  Judgment upon the award rendered
     by the  arbitrator  may be entered in any court having  jurisdiction.  Each
     party  shall  bear  its own  costs  of these  procedures.  A party  seeking
     discovery shall  reimburse the responding  party the costs of production of
     documents (including search time and reproduction costs). The parties shall
     equally split the fees of the arbitration and the arbitrator.

28.  GENERAL  PROVISIONS.
     -------------------

     (a) Attorney's Fees. IN the event of any dispute, claim or legal proceeding
         ---------------
     (arbitrations  excepted as provided  herein)  arising out of or relating to
     this  Agreement,   the  prevailing  party  thereto  shall  be  entitled  to
     reimbursement from the other(s) of all reasonable attorney's fees and costs
     incurred in connections therewith.
     (b) Collection Fees. In the event that IGT must hire a collection agency or
         ---------------
     service to collect fees or any funds owed IGT  pursuant to this  Agreement,
     Customer shall be responsible  for all such  collection fees and will remit
     payment  to  IGT  within  fifteen  (15)  days  of  receipt  of  invoice.
     (c) Severability. If any provision of this Agreement is found to be invalid
         ------------
     by any  court,  the  invalidity  of such  provision  shall not  affect  the
     validity of the remaining provisions hereof.
     (d) Captions.  The paragraph  headings  contained in this Agreement are for
         --------
     reference  purposes  only and shall not  affect in any way the  meaning  or
     interpretation of this Agreement.
     (e)  Assignment.  Customer may not assign any of its rights or  obligations
          ----------
     hereunder without the prior written consent of IGT.  IGT consent may not be
     unreasonably  withheld.  This Agreement  shall be binding upon and inure to
     the  benefit  of  each  of  the  parties,  their  successors  and  assigns.
     (f) Amendments.  Except as otherwise provided herein, this Agreement may be
         ----------
     amended or modified only by a written instrument  executed and delivered by
     all of the parties  hereto.  No waiver by either party of any breach by the
     other party or of the  provisions of this Agreement shall be construed as a
     waiver  of  that  or  any  other  provision  on  any  other  occasion.


Billing  Services  Agreement
Public  Management
Page  16


<PAGE>
     (g) Third  Party  Rights.  The  parties do not intend to confer any benefit
         --------------------
     hereunder  on  any  person  or  entity  other  than  the  parties  hereto.

     (h) Further  Assurances.  The parties  agree to do such further acts and to
         -------------------
     execute  and  deliver  such  additional  agreements  and  documents  as the
     other(s)  may  reasonably  request to  consummate,  evidence or confirm the
     agreements  contained  herein  and  the  matters  contemplated  hereby.

     (i)  Force  Majeure.  Neither  party  shall be deemed  in  default  of this
          --------------
     Agreement  to  the  extent that any delay or failure in  performance of its
     obligation results, without its fault or negligence,  from any cause beyond
     its  control,  such as acts of God,  acts of civil or  military  authority,
     government regulation,  embargoes,  epidemics,  war, terrorist acts, riots,
     insurrections,  fires,  floods,  earthquakes,  nuclear accidents,  strikes,
     power blackouts,  unusually server weather conditions,  inability to secure
     products or services of other persons or transportation  facilities, or act
     of or omission of transportation common carriers.

     (j) Counterparts.  This Agreement may be executed in separate counterparts,
         ------------
     each of which shall be deemed an original, and both of which together shall
     constitute one and the same- instrument.

     (k)  Integration  of Agreement.  This Agreement and  accompanying  exhibits
          -------------------------
     contain the entire understanding of the parties with respect to its subject
     matter   and   supersedes   all  prior  and   contemporaneous   agreements,
     representations  and  understandings  among the  parties,  whether  oral or
     written, relating to the subject matter hereof.



Billing  Services  Agreement
Public  Management
Page  17


<PAGE>
(l)  Corporate  Authority.  The parties  hereto  represent and warrant that they
     --------------------
     have the capacity,  power and authority to enter into this  Agreement,  and
     that the  individuals  signing on behalf of both parties have the authority
     to so sign.

     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date  set  forth  above.

INTEGRETEL,  INCORPORATED

By:  /s/  Ken Dawson
   --------------------------------------

Name:  Ken Dawson
     ------------------------------------

Title:  President
      -----------------------------------

Date:  1/9/98
     ------------------------------------


PUBLICATION  MANAGEMENT,  A  WASHINGTON  D.C.  TRUST

By:  /s/  Greg Crane
   --------------------------------------

Name:  Greg Crane
     ------------------------------------

Title:  Trust Manager
      -----------------------------------

Date:  1/9/98
     ------------------------------------


Billing  Services  Agreement
Public  Management
Page  18


<PAGE>
                                   EXHIBIT "A"

                         (Where Misc. Records available)


                            ----------------------------------------------------
TELCO


Ameritech
Bell  Atlantic
Bell  South
          Interstate
Cincinnati  Bell
          Interstate
GTE
Nevada  Bell
          Interstate
NYNEX
Pacific  Bell
          Interstate
Southwestern
US  West

                12-02-96

All  miscellaneous programs are subject to initial and continuing Telco approval
and  can  be  terminated  at  any  time.  Additional Telcos may be available for
service,  subject  to  Telco  approval,  upon IGT review and recommendation. The
above information is generally current at the time of printing and is to be used
for  informative  purposes  only.  The  information contained in this exhibit is
subject  to change without notice. Inclusion in the above list does not indicate
or  imply  that  the named Telcos approve the program(s) contemplated under this
Agreement.  IGT makes no promise or guarantee that this information is constant,
permanent,  all  inclusive  and/or  final.


Billing  Services  Agreement
Publication  Management
Page  19


<PAGE>
                                   EXHIBIT "B"

                      {This page intentionally left blank)



Billing  Services  Agreement
Publication  Management
Page  20


<PAGE>
                                           JANUARY 1998
                                 ---------------------------------
                                 SUN  MON  TUE  WED  THU  FRI  SAT
                                 ---  ---  ---  ---  ---  ---  ---
                                                     1    2    3
                                                      X
                                 ---  ---  ---  ---  ---  ---  ---
                                 4    5    6    7    8    9    10
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 11  12    13   14   15   16   17
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 18  19    20   21   22   23   24
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 25  26    27   28   29   30   31
                                       B         EP   A
                                 A=DEADLINE for billing Integretel
                                               (By noon PST)
                                 B=DEPOSIT tapes shipped to Telcos
                                 EP=Early Pay Wires Sent
                                 X=Holiday


                                             FEBRUARY 1998
                                 ---------------------------------
                                 SUN  MON  TUE  WED  THU  FRI  SAT
                                 ---  ---  ---  ---  ---  ---  ---
                                 1    2    3    4    5    6    7
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 8    9    10   11   12   13   14
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 15   16   17   18   19   20   21
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 22   23   24   25   26   27   28
                                       B         EP   A
                                 A=DEADLINE for billing Integretel
                                               (By noon PST)
                                 B=DEPOSIT tapes shipped to Telcos
                                 EP=Early Pay Wires Sent
                                 X=Holiday


                                           MARCH 1998
                                 ---------------------------------
                                 SUN  MON  TUE  WED  THU  FRI  SAT
                                 ---  ---  ---  ---  ---  ---  ---
                                 1    2    3    4    5    6    7
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 8    9    10   11   12   13   14
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 15   16   17   18   19   20   21
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 22   23   24   25   26   27   28
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 29   30   31
                                       B
                                 A=DEADLINE for billing Integretel
                                               (By noon PST)
                                 B=DEPOSIT tapes shipped to Telcos
                                 EP=Early Pay Wires Sent
                                 X=Holiday


                                            APRIL 1998
                                 ---------------------------------
                                 SUN  MON  TUE  WED  THU  FRI  SAT
                                 ---  ---  ---  ---  ---  ---  ---
                                                1    2    3    4
                                                      X
                                 ---  ---  ---  ---  ---  ---  ---
                                 5    6    7    8    9    10   11
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 12   13   14   15   16   17   18
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 19   20   21   22   23   24   25
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 26   27   28   29   30
                                       B         EP   A
                                 A=DEADLINE for billing Integretel
                                               (By noon PST)
                                 B=DEPOSIT tapes shipped to Telcos
                                 EP=Early Pay Wires Sent
                                 X=Holiday


                                            MAY 1998
                                 ---------------------------------
                                 SUN  MON  TUE  WED  THU  FRI  SAT
                                 ---  ---  ---  ---  ---  ---  ---
                                                          1    2
                                 ---  ---  ---  ---  ---  ---  ---
                                 3    4    5    6    7    8    9
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 10   11  12    13   14   15   16
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 17   18  19    20   21   22   23
                                       B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 24   25  26    27   28   29   30
                                       X    B    EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 31
                                 A=DEADLINE for billing Integretel
                                               (By noon PST)
                                 B=DEPOSIT tapes shipped to Telcos
                                 EP=Early Pay Wires Sent
                                 X=Holiday


                                            JUNE 1998
                                 ---------------------------------
                                 SUN  MON  TUE  WED  THU  FRI  SAT
                                 ---  ---  ---  ---  ---  ---  ---
                                      1    2    3    4    5    6
                                      B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 7    8    9    10   11   12   13
                                      B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 14   15   16   17   18   19   20
                                      B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 21   22   23   24   25   26   27
                                      B         EP   A
                                 ---  ---  ---  ---  ---  ---  ---
                                 28   29   30
                                      B
                                 A=DEADLINE for billing Integretel
                                               (By noon PST)
                                 B=DEPOSIT tapes shipped to Telcos
                                 EP=Early Pay Wires Sent
                                 X=Holiday


<PAGE>
                                   Exhibit "C"
                    Data Format Specification: EM1 Simplified
                    -----------------------------------------
                      Information Services: Detail Records
                      ------------------------------------
                                   Page 2 of 3

Billing  Services  Agreement
Publication  Management
Page  21


<PAGE>


POSITION                   NAME                                      VALUES
---------  -------------------------------------  --------------------------------------------
                                            
82-101     INDICATOR 1 -20                        Zero fill except as noted:

87         Indicator 6                            l=Full minute rounded time

102-112    filler                                 Zeros

113-122    BILLING NUMBER                         Telephone number responsible for the charge.

123-134    FROM LOCATION                          Optional City, State of origination, or
                                                  Description of Service of name of IP.

135 - 146  TO LOCATION                            Description of Service or name of IP
                                                  No specialty character, letters only.

147-149    filler                                 Zeros

150-152    Client ID                              IGT assigned Client number

153-161    filler                                 Zeros

162 - 162  INDICATOR 25                           1 =Auto Collect positive ack,
                                                  0=1/A or passive accept

163-167    filler                                 Zeros
168-171    MEMBER/AGENT                           Client specific, to aid in Identifying IP's
                                                  and/or product types.


172 - 175  BATCH/SUB ACCT                         Client specific. Optional zero filled if not
                                                  used



IN  GENERAL:
-----------
-    Bytes  I  thru  122  are  numeric,  zero  filled  if  not  used
-    Bytes 123 thru 175 are either zero or blank (not null) filled, as specified
-    Send  media  via 9-track (preferred), 3 112" or 5 114" diskettes, modem (in
     emergencies),
-    18-track  (3480 style),  mountain  back-up  cartridge  or  Colorado back-up
     cartridge
-    Always  INCLUDE  OUR  IGT TAPE CONTROL FORM, OR A SUITABLE SUBSTITUTE, with
     physical  media.


Billing  Services  Agreement
Publication  Management
Page  22


<PAGE>


                                       EXHIBIT "C"
                        DATA FORMAT SPECIFICATION: EMI SIMPLIFIED
                        -----------------------------------------
                          INFORMATION SERVICES: SUMMARY RECORDS
                          -------------------------------------
                                       PAGE 3 OF 3


POSITION                      NAME                                   VALUES
--------  --------------------------------------------  ---------------------------------
                                                  
1-6       RECORD ID                                     425001 = Non Detail Charge

7-12      DATE OF CALL                                  yy/mm/dd

13-39     filler                                        Zeros

40-45     Charge                                        9999v99 (v=assumed decimal)

46-47     filler                                        Zeros

48-51     STATE TAX                                     99v99 (v=assumed decimal)

52-54     LOCAL TAX                                     9v99 (v=assumed decimal)

55-81     filler                                        Zeros

82-93     filler                                        Zeros

94-94     indicator 13                                  1=State Tax present
                                                        2=State and Local Tax present
                                                        3=Local Tax present

95-112    filler                                        Zeros

113-122   BILLING NUMBER                                Account number responsible
                                                        for changes.

123-1 49  filler                                        Zeros

150-152   CLIENT ID                                     Client specific account code.
                                                        (IGT/IGT assigned)

153-167   filler                                        Zeros
168-172   TEXT CODE                                     Client specific (Alpha/Numeric):
                                                        Identifies type of service IGT/IGT assigned)

173-175                                                 BATCH/SUB ACCT Client Specific
                                                        (Numeric only)


IN  GENERAL:
-----------
-    Bytes  I  thru  122  are  numeric,  zero  filled  if  not  used
-    Bytes 123 thru 175 are either zero or blank (not null) filled, as specified
-    Send  media  via 9-track (preferred), 3 1/2" or 5 1/4" diskettes, modem (in
     emergencies), 18-track (3480 style), mountain back-up cartridge or Colorado
     back-up  cartridge
-    Always  include  our  IGT Tape Control Form, or a suitable substitute, with
     physical  media.


BILLING  Services  Agreement
PUBLICATION  Management
Page  24


<PAGE>
                                   EXHIBIT "E"
                                 Price Schedule
                                 --------------
                           Billing Services Agreement
                           --------------------------
                                   Page 1 of 1

Service  Fee:  IGT  shall  receive  the  following  fees  for Basic Services and
Subscriber  Inquiry  Services.

1.   Telco  Outclearing  (425001  Billing  Transactions)
     Gross  dollars  Deposited  per  Month               Fee  per  Billing
     All                                                       6%

Each  month,  IGT shall receive a Telco Clearing fee equal to the greater of the
Deposited  dollars   multiplied  by the above billing percentage or the Billable
Transactions deposited  times a $1.35  minimum  transaction fee, but in no event
shall the Telco Outclearing fee be less than the Telco Outclearing Minimum  Fee.

2.  Telco Outclearing Minimum Fee*: $ 5,000.00  per  month  per initial Account.
                                    $ 5,000.00 per month per additional Account.

*During  the  Term  of  this Agreement, if Customers aggregate Telco Outclearing
Minimum  Fee  paid to IGT exceeds fifty thousand dollars ($50,000) on Customer's
initial  Account, then Customer shall not be liable to IGT for Telco Outclearing
Minimum  Fees  on  said  Account  for the remainder of the Term. For purposes of
illustration  only, if Customer has paid IGT fifty thousand dollars ($50,000) in
Telco Outclearing fees on its initial Account throught the first nine (9) months
of  the  Term.  and  in  the  ninth month incurs three thousand dollars ($3,000)
in Telco Outclearirig Fees on said Account, then Customer shall not be obligated
to  remit  to  IGT the two thousand dollar ($2,000) difference between the Telco
Outclearing  Minimum  Fee  and the Telco Outclearing fee.  The Telco Outclearing
Minimum Fee limitation provided in this paragraph shall not be applicable to any
additional  Account(s)  ordered  by  Customer.

** The Telco  Outclearing  Minimum Fee shall be effective the third full deposit
month  following  Customer's  first  deposit  of Billing Transactions under this
Agreement.  There  shall  be no ramp-up period for subsequently opened Accounts.

3.     Subscriber  Inquiry  Services  Fees:

The  Subscriber  Inquiry Services Fees for phone inquiry is $3.50 per live agent
processed  Inquiry made to End-User accounts (includes adjustments (41 records),
if  any,  made  to  the  End-User  account).



                             
4. Initial Account Activation:  $ 3,000.00 initial Account activation.
                                Does include Customer specific sub-dc activation.
                                Due  upon  execution  of  Agreement.

                                $ 1,500.0 additional Account activation.
                                Does include Customer specific sub-cic activation.

5. Text Phrase Approval:        $  100.00  per approved
                                Customer  program.

6. Program Approval:            $100.00


Billing  Services  Agreement
Publication  Management
Page  25


<PAGE>
                                   EXHIBIT "F"
                          Delivery Schedule of Reports
                          -------- ----------- -------
                                   Page l of l


The  following  reports  are  available  on  the  BBS:


Report                                        Available on BBS
------                                        ----------------
Conversion Report                             Day after data is submitted to IGT
Edit Reports                                  Day after data is submitted to IGT
Edit Reject arid Non-Bill Detail Data         Day after data is submitted to IGT
Edit Reject Detail and Summary Reports        Day after data is submitted to IGT
Inquiry Comments and Data                     Thursdays
Telco Recourse Detail Data                    Tuesdays
Telco Unbill Detail Data                      Mondays
True-Up Detail Data                           Thursdays
Deposit Duplicate Detail Data                 Day after data
Transaction Summary                           Friday
Payment Summary                               Friday
Dilution Summary                              Friday
-(Unbillable Summary, Recourse
  Summary, Uncollectible Summary)

The  above reports are also available via 48 hour delivery service if you choose
not  to  use  the  BBS.

True-up  Summary  reports  are  not  currently  available on the BBS and will be
transmitted  on  the  last  Friday  of  each  month.

                              Exhibit Revised 11/96


Billing  Services  Agreement
Publication  Management
Page  26


<PAGE>
                                   EXHIBIT "G"
                                Inquiry Services
                                ----------------
                                   Page 1 of 2


During  the Term of this Agreement, IGT, in lieu of inquiry services provided by
one  or  more  Telcos,  will  provide  primary  inquiry services to the Customer
consisting  of,  but  not  limited  to:

1)     acceptance  of  End-User  inquiries  or  claims,
2)     resolution  of  End-User  inquiries  or  claims,
3)     credit,  adjustment. and investigation of charges billed to the End-User,
       as  appropriate.

To  the  extent  that  IGT  provides  such  primary inquiry services, IGT shall:

1)     establish  toll free ~8OO,' telephone numbers to be used by End-Users for
       the  purpose  of  making  inquiries or claims regarding charges appearing
       on bills issued  by  the  Telco,
2)     provide  inquiry  service  representatives  to assist End-Users with said
       inquiries  or  claims,
3)     IGT will instruct each Telco, that it has an agreement with, to refer all
       inquiries  or  claims  regarding Customer's services to the 580Gb numbers
       provided by  IGT.

IGT  will  establish and maintain written guidelines that describe the manner in
which  End-User  inquiries  or  claims  will be responded to, including, but not
limited  to,  the  manner  in  which  appropriate  credits,  adjustments,  and
investigations  will  be  made. Supplements and amendments to written guidelines
will  be  made  as  necessary  and  provided  to  the  client.

IGT  will  be  responsible  for  responding  to all End-User inquiries or claims
related  to  billable  messages  and  will  provide  credits  and adjustments as
appropriate,  in  accordance  with  the  guidelines  and procedures established.

Customer  will  designate  a  representative  who will cooperate with IGT in the
resolution  of  any  questions  or  problems  pertaining to primary inquiries or
claims.

Should  Customer have any member companies for whom they aggregate call records,
IGT  will  contact  and/or correspond with any of these companies as needed upon
written  authorization  of  Customer.


Billing  Services  Agreement
Publication  Management
Page27


<PAGE>
                                   EXHIBIT "G"
                                Inquiry Services
                                ----------------
                                   Page 2 of 2

Written  Inquiry  Processing

IGT  shall  process all End-User and regulatory complaints received on behalf of
Customer  unless  Customer  previously  requests  the option of handling written
complaints  independently  or  in  cooperation  with  IGT.


If  Customer requests that IGT handle all written inquiries, IGT will handle the
inquiries  according  to  its  current  procedures.


Billing  Services  Agreement
Publication  Management
Page28


<PAGE>
                                   EXHIBIT "H"
                        Payment & Reporting Distribution
                        --------------------------------
                                   Page 1 of 3


Client  ID  Number(s):
                      ----------------------------------------------------------

Company  Name:
              ------------------------------------------------------------------

Wire  Transfer  Designation:  (IGT  must  receive change in wire instructions by
---------------------------
Thursday  for  Friday  Wires)


Customer  Funds  Assigned  To  (if  applicable):________________________________
Attached  is  Letter  of  Assignment  or  suitable  document(s)  to  instruct
distribution  all  or  a  portion  of  Customer  Funds.


Bank  Name:
               -----------------------------------------------------------------

Bank  Address:
               -----------------------------------------------------------------

               -----------------------------------------------------------------

               -----------------------------------------------------------------

               -----------------------------------------------------------------

               -----------------------------------------------------------------

Account  Name:
               -----------------------------------------------------------------

Account  Number
               -----------------------------------------------------------------



Billing  Services  Agreement
Publication  Management
Page  29


<PAGE>
                                   EXHIBIT "H"
                        Payment & Reporting Distribution
                        --------------------------------
                                   Page 2 of 3


Bank  ABA  Transfer
Number:
       ------------------------------------------------------------------

Settlement  Report  Distribution
--------------------------------


Attention:
          ----------------------------------------------------------------------

Phone:                                          Fax:
          -------------------------------------     ----------------------------

Address:  ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

Report  and  Detail  Distribution  (Edits,  Inquiry,  Telco  Returns)
---------------------------------------------------------------------

Attention:
          ----------------------------------------------------------------------

Phone:                                          Fax:
          -------------------------------------     ----------------------------

Address: (if  different  from  above):

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

Media  Preference:  Reports  on:    Paper    Tape   3 1/2   5 1/4   BBS
                                 ---      ---    ---     ---     ---
Detail  Records  on:            Tape   3 1/2   5 1/4   BBS
                             ---    ---     ---     ---

Billing  Services  Agreement
Publication  Management
Page 30


<PAGE>
                                   EXHIBIT "H"
                         Payment & Reporting Distribution
                         --------------------------------
                                   Page 3 of 3

Inquiry  Contact  Information
-----------------------------

For  IGT  Internal  Use:

Inquiry  Contact  Person:                         Phone#:
                         -----------------------         -----------------------
                                                  Fax#:
                                                          ----------------------

Information  for  End-Users:

Customer Services Number:                         (optional)
                         -------------------------


Customer  Service
Address:
         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------


Would  you  prefer  IGT to give End-Users your customer services phone number or
address?
        ---------------------------




Authorized
Signature:                                 Date:
          --------------------------------      -----------------------------


Billing  Services  Agreement
Publication  Management
Page31


<PAGE>
                                   EXHIBIT "I"
                               Gaming Requirements
                               -------------------


Optional:   Only  for  use  with  customers  that  provide  gaming  services.




Billing  Services  Agreement
Publication  Management
Page  32

Source: OneCLE Business Contracts.