COLLOCATION LICENSE AGREEMENT

     This  Collocation License Agreement (the "Agreement"), is made as of the 10
                                                                              --
day  of  June  2003 (the "Effective Date"), by and between Telecommunications of
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Nevada,  LLC,  a  Delaware  limited  liability  company,  doing  business  as XO
Communications  a  Limited  Liability  Company,  on  behalf  of  itself  and its
operating  subsidiaries and affiliates, with an office at 2240 Corporate Circle,
Suite  100,  Henderson,  Nevada  S9014  ("XO") and Telco Billing, Inc., a Nevada
corporation, with an office at 806 Buchannon Blvd., Suite 250-115, Boulder City,
Nevada  89005  ("Customer")-  Customer  and  Service Provider being collectively
referred  to  herein  as  the  "Parties."

     WHEREAS,  XO  and/or its affiliates currently own or lease certain premises
(the  "Premises")  as  described  in  the applicable Collocation Schedule(s) and
amendments thereto, which are executed herewith and may be executed from time to
time,  and  all  of  which  are  made  a  part  hereof;

     WHEREAS,  Customer  desires  access  to a portion of the Premises to locate
therein  certain communications interconnection equipment (as defined below) and
cabling  (the "Equipment") for the purpose of interconnecting the Equipment with
the  XO  telecommunications  network  (the  "XO  Network");  and

     WHEREAS,  XO  is willing to grant Customer a license to occupy a portion of
the  Premises  upon  the  terms  and  conditions  hereinafter  set  forth.

     NOW,  THEREFORE, in consideration of the mutual covenants contained herein,
Customer  and  XO  hereby  agree  as  follows:

                                    AGREEMENT
                                    ---------

1.   LICENSE  TO  OCCUPY  AND  PERMISSIBLE  USE,

     A.  Subject  to the terms provided herein, and subject to The corresponding
execution  by  Customer  of  an  XO  service  order  agreement  to  purchase
telecommunications services from XO to be used in conjunction with this license,
except  as  otherwise  permitted  pursuant  to  subsection I.D. below, XO hereby
grants  to Customer a license (the "License") to install, operate, maintain, and
repair a communications system, associated equipment, lines and cables connected
thereto,  and/or hardware server(s) and its associated cables (collectively, the
"Equipment,"  as  further described below) in a portion of the Premises depicted
in  the  Collocation  Schedule  attached  hereto  and  made  a  part hereof (the
"Equipment  Space").  The  Equipment co-located by Customer in the Premises with
the  XO  communications  facilities  and associated equipment (the "Facilities")
hereunder shall include only transmission equipment, such as optical terminating
equipment  and  multiplexes,  and servers; provided that the Equipment shall not
include  voice-switching  equipment  unless  expressly  approved  in  writing in
advance  by  XO  Such  approval,  if  granted,  will  become  an  exhibit to the
applicable  Collocation  Schedule.  Customer agrees that XO has the right at any
time  to  audit  Customer's  traffic  and  business  records  in order to ensure
compliance  with the foregoing, and Customer will cooperate with any such audit,

     B.  Each  Collocation  Schedule  shall have attached thereto Exhibit A, the
Floor  Plan for the Equipment Space (including Equipment layout or diagram), and
Exhibit B, Technical Services. Each Collocation Schedule shall only be effective
upon  its  fall  execution by the Parties and together with the terms hereof and
the  related  exhibits shall constitute the entire agreement between the parties
with  respect  to  the  Equipment  Space  (collectively  the  "Agreement"),

     C.  Customer  shall  use  the  Equipment  Space and the Equipment installed
within  the  Premises  solely  to  provide communications services to or for the
benefit  of its customers or end users. Customer shall not prohibit or interfere
with  the  use  of  the Premises or any portion thereof, by XO or other tenants,
customers  or  occupants  of the Premises. Customer shall not sublicense, lease,
rent,  share,  resell  or  allow the use of the Equipment or Equipment Space, in
whole  or  in  part,  by  any  third  party,  including but not limited to other
providers  of  computer  or  communications  services,

     D.  Customer  may  use the Equipment Space only for purposes of installing,
maintaining  and operating Equipment necessary to support interconnection to the
XO  Network.  XO  shall  provide  all

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services  to  the Customer in each location in which the Customer has collocated
Equipment  in the XO facility when and where XO can provide and agree to provide
the  requested  services  (hereinafter  referred  to  as  the "XO Right of First
Refusal").  In  cases  where XO has determined in its sole discretion that XO is
unable  to  provide  certain  requested  services  to  Customer, XO will provide
written  notice  to  Customer  declining  its  Right  of  First Refusal, and the
Customer  may  then  be permitted to cross-connect to a third party carrier in a
neutral  location  specified by XO where XO has created "meet-me" rooms. XO will
install and manage all cross-connections (whether to a third party carrier or to
XO),  and  will  charge  Customer  accordingly.  Cross-connections  from  one
collocating  customer  to another may only occur in the applicable meet-me room.
Where  such  a  meet-me  room  is  not available, XO will designate an alternate
location  for  facilitating these cross-connects. These cross-connects will also
incur  a charge in addition to the charges set out in the applicable Collocation
Schedule;  such  additional  charge  will  be  determined by XO depending on the
specific  circumstances,

     E,  Customer will not be permitted to utilize the Equipment Space as a work
site.  Customer may not operate its business out of the Equipment Space or house
personnel  in  the  Equipment  Space.  This includes, but is not limited to, the
prohibition  against  Customer's receipt of mail at XO Facilities. Customer must
be present to receive all deliveries at each collocation site, must schedule the
receipt  of  any  deliveries  with the site's local contact at least twenty-four
(24)  hours  in  advance  of  each delivery, and must ensure that all deliveries
occur  as  scheduled. XO will not be held responsible in any way for the care of
any  deliveries made. Deliveries of any kind must be moved away from the loading
dock  or  other  receiving area at the collocation site within five (5) hours of
the  delivery.  If  the  delivery  has not been moved by a representative of the
Customer,  XO may move the delivery to another site, and will not be responsible
for  the  condition  of  the  delivery,  including Equipment delivered to the XO
Facilities.  Equipment  may  not  be stored at any collocation site unless it is
housed  within  the Customer's contracted caged area or cabinet. Mail deliveries
to  the  Customer may not be sent to the Collocation Site. Any mail addressed to
the  Customer  at  the  Collocation  Site  will  be  refused.

     F. Customer may obtain XO Technical Services at XO Facilities in accordance
with  Exhibit  B,  Technical  Services,  attached  to  and  made  a  part of the
applicable  Collocation  Schedule.

2.   CONDITION  OF  EQUIPMENT  SPACE  AND  PREMISES.  XO  makes  no  warranty or
representation  regarding  the Premises, including, without limitation, that the
Equipment  Space, the Facilities or the Premises are suitable for the License or
its  intended  use  thereof.  Customer  acknowledges  that  it has inspected the
Equipment Space and the Premises, accepts the same "AS IS" and agrees that XO is
under  no obligation to perform any work or provide any materials to prepare the
Equipment  Space  or  me  Premises  for  Customer,

3.   LICENSE  FEE  AND  PAYMENT.

     A.  Customer  shall pay XO, at its office, or at such other place as XO may
designate  from  time  to  time, a license fee(s) comprised of monthly recurring
service fees set forth in the applicable Collocation Schedule for Customer's use
of  the  Equipment  Space  under  the  terms  and  conditions  set forth herein,
including  any  applicable  taxes, fees and other charges, and any non-recurring
charges  (the  "License Fee"), Invoices for the license Fee and other applicable
charges  will  be  for  the  specified period, e.g., monthly, and are due within
thirty (30) days from the date of the invoice. License Fees and other applicable
recurring  and  nonrecurring  charges for collocation will appear on the invoice
one (1) month in advance, with the first month's charges pro-rated to the number
of days in service for the first month, and usage based or other related charges
that  vary  will be billed in arrears and included on the invoices, all of which
Customer  agrees  to  pay,

     B,  Invoices not paid within thirty (30) days from the date of the invoice,
unless  otherwise specified on the invoice, will be past due. Customer shall pay
XO  interest  at  the  rate  of  1.5%  per  month  on all sums not paid when due
hereunder  or  the  maximum  rate  allowable by law, whichever is less. Customer
agrees  to  reimburse  XO  for  any costs incurred as a result of any collection
activity,  including  lout  not  limited  to  reasonable attorney's fees, unless
otherwise  prohibited by law. Customer authorizes XO to request information from
a  reporting  agency to enable XO to assess Customer's credit history, that such
action is not an extension of "credit" to Customer, and that XO may, upon notice
to  Customer, alter any fee, service or billing arrangements as a result of such
report  or  upon  determination  of  a  change  in

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Customer's  financial  circumstances. In addition, Customer acknowledges that XO
may  require Customer to submit a deposit, bond or other financial assurances to
XO  if  so  requested  by  XQ.

4.   TERM. The term of the License to occupy each Equipment Space shall begin on
the  ''Requested  Service  Date,"  set  forth  in Paragraph 3 of each individual
Collocation  Schedule  or,  on  the date that XO delivers notice to the Customer
that the Equipment Space is available for use or it has completed the build- out
of  tile  Equipment  Space,  if  any  build-out is required and agreed to by XO,
whichever  is later. The date upon which XO provides notice to the Customer that
the  space  is  available and ready for use shall be referred to as the "Service
Commencement Date". XO will begin billing Customer for the License Fee and other
applicable  charges  on  the  Service  Commencement  Date.  The  minimum term of
Customer's  License  to occupy the Equipment Space shall be the period set forth
in  each  Collocation  Schedule, but in any case not less than one (1) year (the
"Term").  The  Term  shall  begin on the Service Commencement Date. In the event
that  XO  is  delayed  in  making  the  Equipment Space available for use by the
Customer  for  any reason other than the acts or omissions of Customer, Customer
shall  not  be  obligated  to pay the License Fee as set forth in the applicable
Collocation  Schedule  until such time as XO makes the Equipment Space available
to  Customer.  XO  SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM
DELAYS  IN  MEETING THE REQUESTED SERVICE DATE FOR THE EQUIPMENT SPACE SPECIFIED
BY  CUSTOMER, OR INABILITY TO PROVIDE SERVICES TO SUCH EQUIPMENT SPACE, CUSTOMER
MAY  NOT  CANCEL THIS AGREEMENT IF THERE IS A DELAY IN DELIVERY OF THE EQUIPMENT
SPACE  OR  ANY  RELATED  SERVICES UNLESS SUCH DELAY IS SOLELY DUE TO XO AND SUCH
DELAY  EXTENDS  NINETY  (90)  DAYS  BEYOND THE REQUESTED SERVICE DATE; PROVIDED,
HOWEVER,  IN  NO  EVENT  MAY CUSTOMER CANCEL IF XO HAS AGREED TO CONSTRUCT OR IS
CONSTRUCTING  FACILITIES  IN  THE  EQUIPMENT  SPACE.

5.   RENEWAL, XO will notify Customer, in writing, at least forty-five (45) days
prior  to  the  expiration of the Agreement, regarding the pending expiration of
this  Agreement  and  the  automatic  renewal  of  the Agreement, If neither the
Customer  nor XO cancel the Agreement before the end of the Term, this Agreement
will  automatically  renew  for a similar term and at the rates specified in the
applicable  Collocation Schedule. Any renewal or continuation of the License for
each  Equipment  Space  shall be contingent on the election by XO to continue to
own  or  lease  the  Premises  in  which  the Equipment Space is located for the
duration  of  the  Renewal  Period(s), such election to be exercised at the sole
discretion  of  XO.

6.   RESERVATION  OF  RIGHTS/NON-EXCLUSIVITY.  XO  reserves  the right to grant,
renew or extend similar licenses to others for locating equipment and facilities
in  the  Premises. Customer acknowledges that it has been granted only a license
to use and occupy the Equipment Space and that it has not been granted, nor does
it  possess,  any  real property interests in the Equipment Space. No use of the
Equipment  Space  or  XO Premises by Customer or payment of any charges required
under  this  Agreement  shall  create or vest in Customer any easements or other
ownership  or  real  property  interest of any kind or nature. If this Agreement
shall  be  construed  by the landlord or the sub-landlord of the XO Premises (if
applicable)  to  be a violation of the lease or sublease under which XO occupies
the  XO  Premises, then upon the request of XO, Customer shall either enter into
an  agreement  approved  by such landlord or sub-landlord, or immediately remove
Customer's  Equipment  from  the  XO  Premises.  XO  agrees  to use commercially
reasonable  efforts  to  cooperate  with  Customer  in  obtaining  the approvals
Customer  may  need  to  obtain  from  the  landlord  or  sub-landlord.

7.   ACCESS  TO  XO  PREMISES.  Subject  to  the terms and limitations described
herein,  including  XO  reasonable  security measures, XO shall provide Customer
reasonable  access  to  the  Premises in order to access the Equipment Space, in
accordance  to the specifications set forth in the Collocation Schedule, so that
Customer  may  perform  installation,  operation,  maintenance,  replacement and
repair  functions.  All  such  access  and  other activities shall be subject to
Customer providing XO with reasonable advance notice, and shall be at Customer's
expense.  During  such  access,  unless  unrestricted  access  is identified and
permitted  pursuant  to  the  applicable  Collocation Schedule, Customer must be
accompanied  at  all  times by an XO designated representative and Customer will
incur  the  Escort  Charges  as  follows:

     Normal  XO  Business  Hours  (Monday-Friday,  8:00  am
     to  5:00 pro local time  (except  XO  holidays)):              $75 per hour

     XO Non Business Hours (all other times, Holidays and Sundays):$100 per hour

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8.   INSTALLATION  AND  OTHER  WORK.

     A.  Prior  to  the  commencement  of  any  work  at or around the Premises,
Customer  shall,  at  its  cost  and  expense, prepare and deliver to XO working
drawings,  plans  and  specifications  (the  "Plans"),  detailing  the technical
characteristics,  location and size of the Equipment and/or die Equipment Space,
specifically  describing  the  proposed  installation  and  related  work,  and
detailing  the schedule for all installation activities related thereto. No work
shall  commence  until  XO,  in  its  sole discretion, has approved the Plans in
writing  and Customer has received such written approval. The Equipment shall be
designed  and  constructed  so as to prevent electromagnetic and radio frequency
signal  leakage.  XO  shall  allow  Customer  to connect the Equipment to the XO
Facilities  in  accordance  with  industry-accepted  practices  and  procedures.

     B.   Customer  shall:

          I.  perform  such  installation  and  other  work  in  a  safe  manner
          consistent  with the Equipment manufacturers' specifications, industry
          standards  and  practices  and  other  requirements  provided  by  XO;

          II.  perform  such  construction  and  other  work  so  as to minimize
          interference  with  the  operation  of the Premises and the occupants'
          activities  and  businesses;

          III.  perform  heavy  construction  or  installation activities, which
          would  reasonably  be  considered  as disruptive or noisy, before 8:00
          a.m.  and  after  5:00  p.m.  local  time  or  as otherwise reasonably
          requested  by  XO;

          IV.  obtain  necessary  federal, state and municipal permits, licenses
          and approvals, prior to the commencement of any installation and other
          work;

          V.  conduct  its  installation  or  work  activities  with
          manufacturer-certified  technicians;

          VI.  be  responsible  for  safety  conditions  in  the  areas  of work
          performance  at  all  times;

          VII.  keep  the  installation  or  work  areas safe and orderly at all
          times;  and

          VIII upon completion of installation or other work, leave the Premises
          clean  and  free  from  all of its materials, tools, and equipment not
          required  after  installation  and  from  all rubbish and debris which
          result  from  such  installation  activities.

     C.  XO  shall  have the light to order Customer to stop its installation or
other work activities, without liability to XO, if XO determines such activities
are  interfering with the operation of the Premises or the occupants7 activities
and  quiet  enjoyment  thereof,

9.   UTILITIES  AND  INTERRUPTIONS.

     A. During the Term, XO shall use commercially reasonable efforts to furnish
to  Customer  electrical  power necessary to meet the reasonable requirements of
Customer  at  the Premises. If the power provided by XO causes interference with
the  proper  operation of Customer's Equipment, Customer will be responsible for
providing  at Customer's sole expense any filtering or regulation devices within
the  Equipment  Space,  to  correct  the  interference.

     B.  To  the  extent Customer chooses to install a separate electrical panel
and  meter  for  the  Equipment,  Customer  shall  pay all costs associated with
installation of such separate electrical panel and meter in the Equipment Space.
Customer  shall  pay,  and otherwise be responsible for and indemnify XO against
all electrical, HVAC and other utility costs attributable to such separate panel
and  meter  installed  for the Equipment and all of Customer's activities in the
Premises.  Such  payment  will  be  made  by Customer directly to the applicable
utilities  and  vendors  if  so  billed,  or  Customer  shall pay Customer's pro

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rata  share  of such costs to XO, including a management fee, if XO is billed by
the utilities. Customer acknowledges that such pro rata utility costs paid to XO
may  vary  by  region  and arc subject to change with thirty (30) days notice to
Customer.

     C.  XO  shall  use  commercially  reasonable  efforts to notify Customer in
advance  of  any  planned  utility  or  other interruptions or outages which may
interfere with Customer's use of the Equipment Space. Further, the Parties shall
use  reasonable  commercial  efforts to avoid any unnecessary interruptions and,
where required, to work with each other to plan and coordinate necessary service
and  utility interruptions so as to minimize disruptions to Customer's Equipment
and XO Facilities. However, XO shall not be liable, including without limitation
to  Customer  or any of its customers or end users, for any damages, liabilities
or  expenses  resulting from or caused by such interruptions or outages, whether
01  not  due  to  XO  negligence  or  otherwise,

10.  EQUIPMENT  OWNERSHIP  AND  MAINTENANCE,

     A.  The  Equipment  shall  belong  to  Customer and shall be located in the
Premises  at  the  sole  risk of Customer, and XO shall not be liable for damage
thereto  or  theft,  misappropriation or loss thereof, except in the event of XO
gross negligence or willful misconduct. All Equipment supplied by Customer shall
be  conspicuously  labeled  by  the  Customer  as  such.

     B.  Customer  shall  at its sole expense maintain and repair its Equipment,
including  without  limitation  to  avoid  hazard or damage to the Facilities or
injury  to  XO  employees,  agents and suppliers or to the public. In case where
additional  protection  facilities  are  required, the same shall be provided by
Customer,  at  Customer's  sole expense. XO shall have no responsibility for the
maintenance  and  repair  of  the  Equipment.

     C.  At  the  expiration  or termination of this Agreement or any individual
Collocation Schedule, Customer will remove the Equipment and Customer's personal
property  from  the Premises in a neat and orderly manner, and repair all damage
caused by such removal, at Customer's sole cost and expense. Any property not so
removed  within  sixty  (60)  days  after  the expiration or termination of this
Agreement or any individual Collocation Schedule shall be deemed the property of
XO  and  Customer  shall be liable for all costs incurred by XO from the removal
and storage, if applicable, of the Equipment which Customer failed or refused to
remove  as  well as any costs incurred by XO for the repair of the Premises as a
result  thereof.

11.  LIMITATIONS  ON  USE  AND  RELOCATION.

     A.  XO  may  limit the use of the Equipment Space or any portion thereof by
Customer  hereunder  when  necessary because of conditions beyond its control as
set forth in Section 21.M. herein and damages are limited pursuant to Article 20
set forth below. In addition, XO reserves the right at all times during the Term
to  suspend  any  and  all  services and/or Facilities to be provided hereunder,
including,  without  limitation  to  furnishing of electrical power, and remove,
change  or  otherwise  terminate  the  operation  of Customer-supplied Equipment
installed  in  the  Equipment  Space  without  notice,  if XO deems, in its sole
discretion,  that  such  actions  are  necessary  to  protect  the  public or XO
personnel,  agents,  and XO Facilities or services from damages or injury of any
kind.  Where  possible, XO will notify Customer promptly of such action and work
in  cooperation  with  Customer  to  effect  such  remedies  so as to permit the
Equipment  to  be  returned  to  operation  in  an  acceptable  manner,

     B.  XO  shall  have  the right to relocate or require the relocation of the
Equipment  if  such  relocation  is  necessary  or  desirable,  in XO reasonable
judgment,  including  without  limitation due to damage to the Premises. In such
event,  XO  shall provide Customer with reasonable advance notice of the need to
relocate such Equipment, and the Parties shall meet to agree upon the activities
required  for  such  relocation.  Customer  shall  be  responsible for all costs
resulting  from  such relocation of the Equipment. If Customer and XO are unable
to  agree  upon  the  terms  of  such  relocation,  Customer  may  terminate the
applicable  Collocation  Schedule,  subject  to  Customer's  performing  its
obligations  resulting  from termination and paying all sums due prior to actual
termination.

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12.  ENVIRONMENTAL  RESPONSIBILITY,

     A. XO and Customer agree to comply with applicable federal, state and local
environmental,  health  and  safety  laws  and  regulations,  including  U.S.
Environmental  Protection  Agency ("EPA") regulations issued under the Clean Air
Act,  Clean  Water  Act,  Resource  Conservation and Recovery Act, Comprehensive
Environmental Response, Compensation and Liability Act, Superfund Amendments and
Reauthorization  Act  and  the Toxic Substances Control Act and OSHA regulations
issued  under  the Occupational Safety and Health Act of 1970 and all similar or
related  state  laws.  Each  Party has the responsibility to notify the other if
compliance  inspections occur and/or citations are issued that impact any aspect
of  this  Agreement  or  involve  any  exposure  to hazardous materials at an XO
facility.

     B.  To the extent required by federal, state or local laws, XO and Customer
are  each  responsible  for  preparing  and  distributing or posting any and all
notices  of known, recognized or suspected physical hazards or chemical hazards,
including  but  not limited to providing and posting Material Safety Data Sheets
("MSDSs")  for  materials  present on the Collocation Site or brought on site to
the  Collocation  Site.

     C.  Customer  owns any materials brought to or used at the Collocation Site
by  Customer  or  remaining  at  the  Collocation Site as a result of Customer's
activities.  Customer  shall  indemnify XO for any claims or liabilities arising
from the effects of these materials or the presence of the materials themselves.
Customer  shall  not  take  any  action  that  creates substantial new safety or
environmental  hazards nor shall Customer use or store hazardous materials other
than  those  already  present  as a result of XO's activities at the Collocation
Site.  Customer  shall  have  plans  in place to address any release or exposure
resulting  from  the  presence of hazardous materials present at the Collocation
Site and if requested by XO, Customer shall demonstrate to XO that its plans are
adequate  and  will  result  in  the appropriate level of emergency response for
materials  present  at  the  Collocation  Site.

     D.  Customer  shall,  at  its  sole  cost and expense, obtain, maintain and
comply  with environmental permits, approvals, or identification numbers, to the
extent  such  permits,  approvals,  or identification numbers are required under
applicable  federal,  state  or local laws. If the relevant regulatory authority
refuses  to  issue  a  separate  permit,  approval,  or identification number to
Customer, Customer may seek permission from XO to apply for coverage under or to
use  an  existing  XO  permit,  approval,  or identification number, but only if
allowed  by  applicable  federal, state or local laws. If XO approves Customer's
use  of  XO's  permit, approval or identification number, Customer shall, at its
sole  cost  and  expense,  take  all  necessary  steps  to obtain the regulatory
approvals required for Customer's use of XO's permit, approval or identification
number.  Customer  shall  comply  with  all  of  XO's  environmental
practices/procedures  relating  to  the  activity  in question, including use of
environmental  "best  management  practices"  ("BMP")  and/or  selection  of
disposition vendors and disposal sites in accordance with XO selection criteria.
Notwithstanding  Customer's  compliance  with  this  provision,  Customer  shall
indemnify, defend and hold XO harmless for any claims or liabilities arising out
of  Customer's  use  of XO's permit, approval or identification number. Customer
shall  also  provide  XO  with  copies  of all documents, reports, data or other
information  associated  in any way with Customer's use of XO's permit, approval
or  identification  number  and  shall  cooperate  with  XO if XO is required to
complete  any  reports  or respond to other inquiries associated with Customer's
use  of  XO's  permit,  approval  or  identification  number.

     E.  Customer  shall  be  solely  responsible  for  compliance  with  all XO
security,  fire,  safety,  environmental  and  building  practices/codes  by its
visitors,  employees  and  contractors.  Customer  shall  provide  any necessary
training  to  its visitors, employees and contractors who work in XO facilities.

     F,  Customer  shall,  at  its  sole cost and expense, prepare and/or submit
emergency  response  plans and community right-to-know reporting required by law
for  Customer's  facilities  at  the Collocation Site. Customer shall provide XO
with  a  copy of all such plans and reports. If XO is required to prepare and/or
submit  emergency response plans and community right-to-know reporting, Customer
shall provide XO with information in Customer's possession necessary to complete
such  plans  or reports and shall cooperate with XO in the implementation of any
such  plans.  Customer  shall  be  solely  responsible  for  payment of any fees
associated with its plans or reports. If XO is required to pay fees for plans or
reports

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<PAGE>
associated  with  the  facility as a whole, Customer and XO shall develop a cost
sharing procedure and Customer shall reimburse XO for its share of such costs.

     G.  Notwithstanding  Article  14  below,  with  respect  10  environmental
responsibility  under  this Article 12, XO and Customer shall indemnify, defend,
and  hold  each  other  harmless  from and against any claims (including without
limitation,  third party claims for personal injury or real or personal property
damages),  judgments, damages (including direct, indirect and punitive damages),
penalties,  fines,  forfeitures, cost, liabilities, interest and losses that are
either  (i)  proximately  caused by the indemnifying Party's gross negligence or
willful  misconduct regardless of form, or (ii) in connection with the violation
or  alleged violation of any applicable requirement with respect to the presence
or  alleged  presence  of  contamination arising out of the indemnifying Party's
acts or omissions concerning its operations and/or activities at the Facilities.

     H.  Any activities impacting safety, health or the environment must also be
harmonized  with  the specific agreement and the relationship between XO and the
private  landowner  or  lessor,  if any. Customer's activities may be limited by
such  agreements,  including but not limited to limitations on Equipment access.

13.  CUSTOMER'S  COVENANTS  AND  WARRANTIES.

     A.   Customer  hereby  covenants  and  warrants:

          I.   To  keep  the  Equipment  Space  and the Equipment in good order,
          repair  and condition throughout the Term, to provide XO with full and
          free  access  to  the  Equipment  at  all  times,  and to promptly and
          completely  repair  all  damage  to  the  Premises caused by Customer;

          II.   To  comply with federal, state and municipal laws, orders, rules
          and  regulations  applicable  to  its  activities  and  the Equipment;

          III.  Not  to  disrupt, adversely affect or interfere with XO or other
          providers  of  services in the Premises or with any occupant's use and
          enjoyment of its equipment, its leased/occupied premises or the common
          areas  of  the  Premises;

          IV.   To  pay  its monthly license fee when due and to provide written
          notice  to  XO  if  such  payment  is  disputed;  and

          V.    To  comply with the limitations on permissible Equipment and use
          of  the  Premises  as  set  out  in  Article  1  of  this  Agreement.

     B.  Customer  represents  and  warrants  to XO that it has obtained or will
obtain, at Customer's sole cost and expense and prior to the installation of any
of  Customer's Equipment, from all applicable public and/or private authorities,
all  leases,  licenses,  authorizations, permits, rights of way, building access
agreements  and  easements  necessary to operate, maintain and repair Customer's
Equipment  within the Premises. Customer further represents and warrants that it
will maintain all such authorizations throughout the term of this Agreement.

14.  INDEMNIFICATION.  Customer  shall  defend,  indemnify,  and  hold  XO,  its
principals, officers, directors, agents, and employees harmless from and against
any  loss,  cost,  damage,  liability,  claims  and expenses of any kind arising
directly  or indirectly from the installation, operation, maintenance and repair
of Customer's Equipment, or from Customer's or any of Customer's subcontractors'
or  agents'  acts  or  omissions  including,  but  not  limited  to,  reasonable
attorneys' fees and court costs, except to the extent such loss, damage, cost or
expense  is  due  to  the  gross  negligence  or willful misconduct of XO or its
employees or agents. The provisions of this Article 14 shall survive termination
of  this  Agreement.

                                XO CONFIDENTIAL
                                        7


<PAGE>
15.  INSURANCE.

     A.  Customer  shall  maintain  such  insurance, including through a blanket
policy,  as  will  fully protect both Customer and XO from any and all claims by
employees  of  Customer  under  the  Workers'  Compensation  Act  or  employer's
liability laws, including any employers' disability insurance laws, and from any
and  all  other  claims  of  whatever  kind  or nature for any and all damage to
property  or for personal injury, including death to anyone whomsoever, that may
arise  from  Customer's  acts  or  omissions,  including  without  limitation
installation,  operations,  maintenance  or  repair  services,  in or around the
Premises  by Customer or by anyone directly or indirectly engaged or employed by
Customer.  Customer  shall  provide XO with certificates evidencing the required
coverage  before  XO  begins  any installation work or services in or around the
Premises and indicating that XO shall be notified not less than thirty (30) days
prior  to  any  cancellation  or material change in any coverage. Such insurance
shall also name XO as an additional insured party under the coverage.

     B.  Customer's  General  Liability  Insurance  shall have a combined single
limit  of  $5,000,000  (including  any applicable primary and umbrella or excess
coverage).

     C.  Insurance  described in Paragraphs (A) and (B) of this Article 15 shall
be  maintained  by Customer throughout the term of this Agreement and any period
during  which  any claims arising from this Agreement are or may be outstanding.
Upon  Customer's  default  in  obtaining  or  delivering  any  such  policy  or
certificate of insurance or Customer's failure to pay the premiums therefore, XO
may  (but  shall  not  be  obligated  to) secure or pay the premium for any such
policy  and  charge  Customer the cost of such premium, which Customer agrees to
pay,  or XO may terminate this Agreement, in whole or in part, without liability
to  Customer.

16.  LIENS.  Customer  shall  not permit any mechanic's, material men's or other
liens  to  be  filed against all or any part of the Premises, Equipment Space or
Facilities,  by  reason  of  or  in  connection  with  any repairs, alterations,
improvements  or  other  work contracted for or undertaken by Customer. Customer
shall,  at  XO  request, provide XO with enforceable, conditional and final lien
releases (or other reasonable evidence demonstrating protection from liens) from
its  contractors  or other parties performing such work. XO shall have the right
at  all  reasonable times to post on the Premises and record any notices of non-
responsibility  which  it  deems necessary for protection from such Hens. If any
such  liens arc filed, Customer shall, at its sole cost, within thirty (30) days
after filing thereof, cause such lien to be released of record or bonded so that
it  no  longer  affects title to the Premises, Equipment Space or Facilities. If
Customer fails to cause such lien to be so released or bonded within such thirty
(30)  day  period, XO may, without waiving its rights and remedies based on such
breach,  and  without releasing Customer from any of its obligations, cause such
lien  to  be  released  or  bonded. Customer shall reimburse XO, within ten (10)
business  days  after  receipt  of invoice from XO, any sum paid by XO to obtain
such  bond  or  release.

17.  SUBCONTRACTORS.  Customer  may  subcontract  any portion of work within the
Premises  contemplated by this Agreement to any entity competent to perform such
work.  However,  Customer  must  obtain XO written approval before utilizing any
subcontractor to perform any activities within the Premises under this Agreement
and  provide  evidence  that  subcontractor  maintains  the  same  or additional
insurance  coverage  as  required  by Customer under this Agreement. In no event
shall such subcontract relieve Customer of any of its obligations or liabilities
under  this  Agreement.

18.  CONFIDENTIALITY.  The  Parties agree that all documentation and information
provided  by the other shall be used solely in connection with the installation,
operation, maintenance, and repair of the Equipment, that all such documentation
and information shall be deemed proprietary to the disclosing party and shall be
received  and  maintained  in  confidence.  Customer  acknowledges  that  all
information  about XO Customers and their operations is confidential and may not
be  disclosed  and  that Customer agrees it will not use any such information to
solicit  any  business  from  XO  Customers. Each Party shall preserve the other
Party's  confidential  information provided to it hereunder with the same degree
of care in protecting its own confidential or proprietary information, but in no
event  less  than  a  reasonable  standard  of  care  shall  be  used, and where
requested,  Customer  shall  execute and comply with the terms of an XO standard
General  Non-Disclosure  Agreement

                                XO CONFIDENTIAL
                                        8


<PAGE>
19.  TERMINATION.

     A.  TERMINATION  FOR BREACH. XO may terminate the Agreement, in whole or in
part,  if  the  Customer  materially  breaches  any  warranty,  representation,
agreement, or obligation contained or referred to in the Agreement, or any other
agreement  with  XO,  provided  XO  has given Customer notice of such breach and
Customer  has  failed  to  cure  such  breach  within  a  thirty (30) day period
following notification, unless another cure period is noted in Paragraph B below
or such other applicable agreement; provided further, however, in the event of a
material  breach  by  Customer,  XO  may terminate the Agreement, in whole or in
part,  immediately  and  Customer  shall  be  subject  to  liability  for  early
termination  as  set  forth  in  Paragraph  D  below.

     B.   EVENTS  OF MATERIAL BREACH. Events of material breach by Customer of a
warranty,  agreement, representation, or obligation include, but are not limited
to:

          I.   Interference or damage caused to Facilities or other equipment or
          facilities  at  the  Premises  by  the  installation,  operation,
          maintenance, replacement or repair of the Equipment, which breach must
          be  cured  within  twenty-four  (24)  hours.

          II.  Failure  by  Customer to pay the License Fee or any charges under
          an  XO  service order, and interest as and when due, which breach must
          be  cured  within  a  ten  (10)  calendar  day  period.

          III. Breach  by Customer of any material non-monetary provision of the
          Agreement  or  an  XO  service  order.

          IV.  If  Customer  abandons  or  deserts the Equipment during the Term
          hereof  or Customer removes from the Premises (and does not replace or
          substitute  equipment  for)  all  of  the  Equipment.

          V.   Customer's failure to complete all installation activities within
          one  (1)  month  of  the  Effective  Date of an individual Collocation
          Schedule.

          VI.  Failure  to  observe  the  use  provisions  and  limitations  on
          permissible Equipment as set forth in the Agreement, including Article
          1  above,  which  breach  must  be  cured  immediately  upon  notice.

          VII. Cancellation/abandonment  of  a  site  pursuant  to a Collocation
          Schedule either prior to or after Customer has taken possession of the
          Equipment  Space  and/or  XO  has begun the build-out of the requested
          space.

          VIII.  Violation  of  the  confidentiality/press  release  provisions
          contained  herein,  which  violation  must  be  cured immediately upon
          notice.

     C.  COMMUNICATION  FACILITIES. Notwithstanding anything contained herein to
the  contrary,  in  the event XO is required to construct and/or acquire special
facilities  or  equipment  in  connection  with providing the Equipment Space to
Customer,  Customer  acknowledges  and  agrees  that  XO  may  therefore  incur
significant  costs  and  expenses in preparing such Equipment Space to Customer,
including but not limited to costs associated with constructing and/or acquiring
special facilities or equipment necessary for delivery of the Equipment Space to
Customer.  In  addition  to any other rights and remedies XO may have at law, in
equity  or  as  provided  herein,  Customer agrees that if Customer cancels this
Agreement  or  any  individual Collocation Schedule after signature but prior to
the  Service  Commencement  Date,  Customer shall reimburse XO for all costs and
expenses XO incurred in constructing and/or acquiring such special facilities or
equipment.

D.   EARLY  TERMINATION  CHARGE/BREACH.

     1.  PRIOR  TO  SERVICE  COMMENCEMENT.  In  addition to any other rights and
remedies  XO  may have at law or in equity, including those set forth in Section
19.C  above,  Customer  agrees  that  if  Customer

                                XO CONFIDENTIAL
                                        9


<PAGE>
cancels,  terminates  or  breaches  any  applicable  Collocation  Schedule after
execution  of  the  Collocation  Schedule  but prior to the Service Commencement
Date,  Customer  shall  pay XO an early termination charge in an amount equal to
two  (2)  months  of  the  License  Fee  set forth on the applicable Collocation
Schedule(s).

     2.  On  or After Service Commencement. Except as otherwise required by law,
if, after the Service Commencement Date, Customer: (a) commits and fails to cure
(to  the  extern  cure  is permitted herein) a material breach of the Agreement,
including  any  Collocation Schedule; or (b) Customer cancels or terminates this
Agreement  or any Collocation Schedule at any time before completion of the Term
or  any  renewal  Term, then XO may elect to pursue one or more of the following
courses  of  action,  as  applicable:  (i)  terminate  this  Agreement  or  any
Collocation  Schedule,  whereupon  all License Fees, including all non-recurring
charges,  for  the remaining Term are immediately due and payable, and terminate
any  related  service  order agreements, whereupon all early termination charges
set  forth  therein  are  also  due;  (ii)  take immediate appropriate action to
enforce  payment, including suspension or discontinuance of the use of or access
to  the  Premises,  Equipment Space or Facilities or any part thereof, including
discontinuing all services to such Equipment Space or Customer equipment; and/or
(iii)  pursue  any  other  remedies as may be available at law or in equity. Any
termination  of this Agreement, any Collocation Schedule or any related services
by  XO  shall  not be construed as an exclusive remedy and shall not preclude or
waive  XO's  right  to pursue any other available remedies. It is agreed that XO
damages  in  the  event  of  cancellation  or  termination shall be difficult or
impossible  to  ascertain.  The  provisions  of  this  Article  19 are intended,
therefore,  to  establish  liquidated damages in the event of such event and are
not  intended  as  a  penalty.

20.  DISCLAIMERS

     A.  The  warranties and remedies set forth in this Agreement constitute the
only warranties and remedies with respect to this Agreement. SUCH WARRANTIES ARE
IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR  PURPOSE  OR  USE.

     B.  DAMAGES  LIMITATION  AND  DISCLAIMER. IN NO EVENT SHALL XO BE LIABLE TO
CUSTOMER  OR  TO CUSTOMER'S END USERS OR OTHER THIRD PARTIES FOR ANY INCIDENTAL,
INDIRECT,  SPECIAL,  CONSEQUENTIAL  OR  PUNITIVE  DAMAGES,  INCLUDING  WITHOUT
LIMITATION  ANY  LOST PROFITS, LOST GOODWILL, OR LOST BUSINESS, ARISING UNDER OR
AS A RESULT OF THIS AGREEMENT, EVEN IF XO HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH  DAMAGES  OR  EVEN  IF DUE TO XO'S OWN NEGLIGENCE, FURTHERMORE, IN NO EVENT
WILL  XO  BE LIABLE TO CUSTOMER FOR ANY DAMAGES, DIRECT OR INDIRECT, ARISING OUT
OF  CUSTOMER'S  USE  OF  THE PREMISES OR THE SERVICES PROVIDED HEREUNDER, UNLESS
SUCH  DAMAGES  ARE  THE  DIRECT  RESULT  OF  XO'S  GROSS  NEGLIGENCE  OR WILLFUL
MISCONDUCT.  IN  ANY EVENT, XO'S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED
THE  TOTAL  LICENSE FEES PAID TO XO UNDER THE APPLICABLE COLLOCATION SCHEDULE IN
THE  PRIOR  THREE  (3)  MONTHS  OF  THE  AGREEMENT.

21.  MISCELLANEOUS

     A.  ASSIGNMENT.  Customer  shall not assign, transfer or otherwise encumber
any interest it has hereunder or may have in the Equipment Space, this Agreement
or delegate its duties hereunder without the prior, written consent of XO, which
consent  will  not  be  unreasonably withheld. This Agreement shall inure to the
benefit  of  and  be  binding  on  all successors and assigns. Any assignment in
contravention  of  these  provisions  shall  be  null  and  void.

     B. NOTICE. Every notice required or permitted hereunder shall be in writing
and  shall  be delivered to the Party's address set forth in the preamble of the
Agreement.  Either  Party  may  change  its  address  for  the purpose of notice
hereunder by providing the other Party with notice of the new address.

     C.  GOVERNING  LAW. This Agreement shall be governed by and construed under
the  laws  of  the  Commonwealth  of  Virginia. Venue for any action between the
Parties  shall  be  in  the  State  Courts  in

                                XO CONFIDENTIAL
                                       10


<PAGE>
Fairfax  County, Virginia 01 the Federal District Court for the Eastern District
of  Virginia,  and  Customer agrees to accept exclusive personal jurisdiction of
such  courts.

     D.  SEVERABILITY.  If  any  term or condition of the Agreement shall to any
extent  be  held  invalid or unenforceable by a court of competent jurisdiction,
the  remainder of the Agreement shall not be affected thereby, and each term and
condition shall be valid and enforceable to the fullest extent permitted by law.

     E.  NON-WAIVER.  Any  failure  or  delay  by  either  Party  to exercise or
partially  exercise  any right, power or privilege under the Agreement shall not
be  deemed  a waiver of any such right, power, or privilege under the Agreement.

     F.  MODIFICATIONS.  No  modifications or amendments to the Agreement and no
waiver  of  any provisions hereof shall be valid unless in writing and signed by
duly  authorized  representatives  of  the  Parties.  In  addition,  electronic
acceptance  of  any  additional  terms,  conditions  or  supplemental contracts,
including  Collocation  Schedules,  by  a Party's employee or agent shall not be
valid  or  binding  on  a  Party  unless  accepted  in  writing  by  authorized
representatives  of  both  Parries.

     G.  BINDING EFFECT. The Agreement binds the named Parties and each of their
employees,  agents,  independent  contractors,  representatives  and  persons
associated  with  it.

     H.  AUTHORIZATION. Both Parties have full power and authority to enter into
and perform this Agreement. The representatives signing this Agreement on behalf
of  the  Parties  have been properly authorized and empowered to enter into this
Agreement.

     I.  REGULATORY  AND  LEGAL  COMPLIANCE.  Customer  acknowledges  that  the
respective  rights  and obligations of each Party as set forth in this Agreement
are  based  on  existing  law and the regulatory environment as it exists on the
date  of execution of this Agreement. In the event of any effective legislative,
regulatory  or  judicial  order,  rule,  regulation,  arbitration  or  dispute
resolution  or other legal action affecting the provisions of this Agreement, XO
may,  by  providing  written  notice  to  Customer,  require  that  the affected
provisions of this Agreement be renegotiated in good faith. This Agreement shall
be  amended  accordingly  to  reflect  the pricing, terms and conditions of such
Amendment.  In  addition,  to  the  extent  related to XO services being used in
connection with this License, Customer warrants that all traffic being delivered
by  Customer  to  XO  and  all  traffic  that  XO  delivers to Customer that has
originated  in  the  local  calling  area in which Customer's terminating NXX is
assigned  and/or  in  which  such  traffic  is  terminated to Customer, is local
traffic  or  is  legally  entitled  to  be  treated  as  local traffic under all
applicable  federal,  state  and  local  laws,  administrative  and  regulatory
requirements  and  any  other  authorities  having jurisdiction over the subject
matter  of  this  Agreement.

     J.  ACKNOWLEDGMENT OF UNDERSTANDING. The Parties acknowledge that they have
read  the  Agreement,  understand  it  and  agree  to  be bound by its terms and
conditions.  Further,  the  Parties agree that the Agreement is the complete and
exclusive statement of the agreement between the Parties relating to the subject
matter  of  the  Agreement,  and  supersedes all proposals, letters of intent or
prior  agreements,  oral  or  written,  and  all  other  communications  and
representations  between  the  Parties  relating  to  the  subject matter of the
Agreement.

     K.  ATTORNEYS'  FEES AND COSTS. If any litigation is brought to enforce, or
arises  out  of,  the  Agreement  or  any term, clause, or provision hereof, the
prevailing  Party  shall be awarded its reasonable attorneys' fees together with
expenses  and  costs  incurred  with  such litigation, including necessary fees,
costs,  and expenses for services rendered, as well as subsequent to judgment in
obtaining  execution  thereof.

     L.  INDEPENDENT  CONTRACTOR RELATIONSHIP. Nothing contained herein shall be
construed  to  imply  a  joint  venture,  partnership,  or employer and employee
relationship  between  the Parties. Neither Party shall have any right, power or
authority  to  create any obligation, express or implied, on behalf of the other
without the prior written approval of the other Party, except as defined in this
Agreement  or  as  mutually  agreed  to  under  the terms of this Agreement. The
employees  or  agents  of  one  Party shall not be deemed or construed to be the
employees or agents of the other Party for any purpose whatsoever.

                                XO CONFIDENTIAL
                                       11

<PAGE>
     M.  FORCE  MAJEURE. Neither Party shall be liable or responsible for delays
or  failures  in performance resulting from events beyond the reasonable control
of  such  Party.  Such  events  shall include but not be limited to acts of God,
strikes,  lockouts,  labor  disputes,  riots,  acts  of  war, epidemics, acts of
government,  fire,  power  failures,  nuclear  accidents, earthquakes, unusually
severe  weather,  or  other  disasters, whether or not similar to the foregoing.
Customer  shall  not  be entitled to abate payment of the License Fee during the
pendency of any delays or failures in performance caused by or resulting from an
event  beyond  the  reasonable  control  of  a  Party.

     N.  REMEDIES.  Except as otherwise provided for herein, no remedy conferred
by  any  of the specific provisions of the Agreement is intended to be exclusive
of  any  other remedy. Each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder, now or hereafter existing at law
or  in  equity  or  by  statute  or  otherwise.  The election of any one or more
remedies  by  either  Party shall not constitute a waiver of the right to pursue
other  available  remedies.  If Customer commits a material breach or default of
this  Agreement  as  set  forth  in the Agreement, all monies due hereunder will
become  due  and  payable  immediately.

     O.  SURVIVAL.  The  terms,  conditions  and  warranties  contained  in  the
Agreement  that  by  their  sense  and  context  are  intended  to  survive  the
performance  hereof  by the Parties hereunder shall so survive the completion of
the  performance,  cancellation  or  termination  of  the  Agreement.

TELECOMMUNICATIONS  OF  NEVADA,                TELCO  BILLING,  INC.
LLC D/B/A XO COMMUNICATIONS A LIMITED
LIABILITY COMPANY

By  /s/ Michael S. Craft                        By  /s/ Carl Puerschner
    ---------------------------------               ----------------------------
Printed Name  Michael S. Craft                  Printed Name  Carl Puerschner
              -----------------------                         ------------------
Title  VP Finance                               Title  D/T
       ------------------------------                  -------------------------
Date  6-19-2003                                 Date  6-10-2003
      -------------------------------                 --------------------------

                                XO CONFIDENTIAL
                                       12


<PAGE>
                           COLLOCATION SCHEDULE NO. 1

This  Collocation  Schedule is made on this 1 day of August, 2003 and subject to
                                           ---       ------
all  definitions,  terms  and  conditions  of  that  certain Collocation License
Agreement,  dated  6-10-2003 (the "Agreement") by and between Telecommunications
                   ---------
of  Nevada,  LLC,  a  Delaware  limited  liability company, doing business as XO
Communications  a  Limited  Liability  Company, with an office at 2240 Corporate
Circle,  Suite  100,  Henderson, Nevada 89014 ("XO"), and Telco Billing, Inc., a
Nevada  corporation,  with  an  office  at  806  Buchannon Blvd., Suite 250-115,
Boulder  City, Nevada 89005 ("Customer"). This Collocation Schedule also has the
following  Exhibits:  The  Floor  Plan  for  the  Equipment Space, identified as
Exhibit  A;  and  Technical Services, identified as Exhibit B. Capitalized terms
used  herein  but  not  defined  shall  have  the  meanings  as set forth in the
Agreement.

1.  ADDRESS OF PREMISES                2. SPACE ALLOCATION
2250  Corporate Circle                 One (1) cabinet
Henderson, NV 89014

3.  MINIMUM TERM: Two (2) Years        4. RENEWAL  PERIOD
requested service date: ______         (outline  any  renewal options offered)
                                        ---------------------------------------

5.  ACCESS  TO  PREMISES:  (CHECK  ONE)(1)

  X  24 x 7 unescorted access is provided. Customer will receive 3 cards per
-----
site. Additional  cards  provided  at  $50/card.

     Escorted access is required. Applicable fees are set out in the Agreement.
-----

6.   MONTHLY RECURRING SERVICE FEES - BASE PRICING



Occupancy Fees
                                                         ------------  ------------  --------  -------------
                                                            Monthly    Nonrecurring  Quantity      Total
                                                           Recurring      Charge                  Monthly
                                                            Charge                               Recurring
                                                                                                  Charge
                                                         ------------  ------------  --------  -------------
                                                                                   
Cage Option: price per square foot                       $      65.00                   N/A            $ .00
                                                         ------------  ------------  --------  -------------
Cabinet Option: price per cabinet including 20 amps AC   $     600.00                    1           $600.00
power
                                                         ------------  ------------  --------  -------------
Installation                                                           $    2500.00      1
                                                         ------------  ------------  --------  -------------

Additional Power Fees
                                                         ------------  ------------  --------  -------------
                                                           Price Per   Nonrecurring  Quantity      Total
                                                            amp per       Charge                  Monthly
                                                             month                               Recurring
                                                                                                  Charge
                                                         ------------  ------------  --------  -------------
DC Power: in 10 Amp increments                           $      15.00                   N/A             $.00
                                                         ------------  ------------  --------  -------------
120 Volt AC Power with UPS backup: in 10 Amp increments  $      16.00                   N/A             $.00
                                                         ------------  ------------  --------  -------------
120 Volt AC Power without UPS backup; in 10 Amp          $        .00                    20             $.00
increments                                                (included
                                                          w/ cabinet)
                                                         ------------  ------------  --------  -------------



---------------
1  Most  locations  permit  24x7  unescorted  access,  but  there are several XO
buildings  which  do  not  permit  24x7  unescorted access (e.g., Sears Tower in
Chicago).

                                XO CONFIDENTIAL
                                       13


<PAGE>


Cross  Connect  Fees(2)
                                                  To XO
------------------  ---------------  ----------  --------  --------  --------
                                                                     Total Non-
                        Monthly          Non-               Monthly    Total
                       Recurring      Recurring            Recurring Recurring
                        Charge         Charge    Quantity   Charges   Charges
------------------  ---------------  ----------  --------  --------  --------
                                                      
DS1                 $        50.000  $   200.00  N/A       $    .00  $    .00
------------------  ---------------  ----------  --------  --------  --------
DS3                 $        150.00  $   300.00         1  $ 150.00  $ 300.00
------------------  ---------------  ----------  --------  --------  --------
OC3                 $        500.00  $   800.00  N/A       $    .00  $    .00
------------------  ---------------  ----------  --------  --------  --------
OC12                $        800.00  $  2000.00  N/A       $    .00  $    .00
------------------  ---------------  ----------  --------  --------  --------
OC48                $       2000.00  $  2500.00  N/A       $    .00  $    .00
------------------  ---------------  ----------  --------  --------  --------
Ethernet -lOBaseT   $        100.00  $   200.00  N/A       $    .00  $    .00
------------------  ---------------  ----------  --------  --------  --------
Ethernet -100BaseT  $        600.00  $  1000.00  N/A       $    .00  $    .00
------------------  ---------------  ----------  --------  --------  --------
                      To Alternate Carrier (based on Revenue Commitment)(3)
                    ---------------------------------------------------------
DS1                 $        150.00  $   300.00  N/A
------------------  ---------------  ----------  --------  --------  --------
DS3                 $        450.00  $ 1,000.00  N/A
------------------  ---------------  ----------  --------  --------  --------
OC3                 $     1,600.000  $ 2,000.00  N/A
------------------  ---------------  ----------  --------  --------  --------
OC12                $      3,000.00  $ 5,000.00  N/A
------------------  ---------------  ----------  --------  --------  --------
OC48                $      8,000.00  $10,000.00  N/A
------------------  ---------------  ----------  --------  --------  --------
Ethernet - lOBaseT  $        800.00  $   800.00  N/A
------------------  ---------------  ----------  --------  --------  --------
Ethernet -100BaseT  $      1,000.00  $ 1,500.00  N/A
------------------  ---------------  ----------  --------  --------  --------
                                          Infra-Building
                    ---------------------------------------------------------
DS1                 $        150.00  ICB         N/A
------------------  ---------------  ----------  --------  --------  --------
DS3                 $        450.00  ICB         N/A
------------------  ---------------  ----------  --------  --------  --------
OC3                 $      1,600.00  ICB         N/A
------------------  ---------------  ----------  --------  --------  --------
OC12                $      5,750.00  ICB         N/A
------------------  ---------------  ----------  --------  --------  --------
OC4S                $     21,000.00  ICB         N/A
------------------  ---------------  ----------  --------  --------  --------


In addition to the Base Monthly Recurring Occupancy Fees listed above, discounts
are  provided based on the volume of services billed by the Customer on the same
account  as  the  collocation site for each month and the Term agreed to for the
site.  The discount percentage may vary from month to month and will appear as a
single line item on the Customer's invoice. The discount percentage applies only
to  the  Monthly  Recurring Charges for the Occupancy Fee, and does not apply to
power,  cross-connect, installation, or any other charges related to collocation
service.  The  discount  schedule  is  listed  below:

Billed Revenue (per Applicable Discount
month)
                     1YR   2YR   3YR
0-S25K                0%    0%    0%
S2SK-S100K            4%    6%    8%
S100K-S300K           6%    8%   10%
S300K AND  ABOVE      8%   10%   12%

---------------
(2) Cross connects are provided in accordance with and subject to XO's Terms and
Conditions  as  set  out  in  the  applicable  service  agreement.
(3)  XO  will  forfeit  its First Right of Refusal only if the Customer has been
approved  on  an  individual  case  basis  by  the  XO  Product  Manager.

                                XO CONFIDENTIAL
                                       14


<PAGE>
Exhibit A to this Schedule depicts the work to be performed by XO to prepare the
Equipment  Space  for  Customer  occupancy  and  use. By signing below, Customer
acknowledges  and  agrees  that  it  has  read  and it accepts all the terms and
conditions in the Agreement referenced above, of which this Collocation Schedule
is  a  pan.

CUSTOMER: Telco Billing, Inc.                XO

By:  /s/ Carl Puerschner                     By:  /s/ Michael S. Kraft
     -------------------                          --------------------

Name:  Carl Puerschner                       Name:  Michael S. Kraft
       -----------------                            ------------------

Title:  DIT                                  Title:  VP Finance
        ----------------                             -----------------

Date:  6-10-2003                             Date:  6-19-2003
       -----------------                            ------------------

                                XO CONFIDENTIAL
                                       15


<PAGE>
                                    EXHIBIT A
        to Collocation Schedule No. 1 between XO and Telco Billing, Inc.

Insert  Collocation  Form  depicting  Requirements
Currently in Microsoft Excel Format

Insert  Floor  Plan  depicting  space  requirements  and/or  Equipment layout or
diagram  (if  applicable)

                                XO CONFIDENTIAL
                                       16


<PAGE>


                                              XO(TM) Telco Collocation Request Form
                                              -------------------------------------
                                                           EXHIBIT A
                                                to Collocation Schedule No. 1
                                                                                
Submission Date:                                                  **Please note Requested Delivery Date is not guaranteed
REQUESTED DELIVERY DATE:                                          REP NAME:              Kevin Kossman/ Daryl Chavez
CUSTOMER NAME:                     Telco Billing, Inc.            DESK PHONE:            602-324-6262
Address of Install:                2250 Corporate Circle          CELL PHONE:            480-390-5903
                                   Henderson, NV 89014            email:                 kevin.t.kossman@xo.com
CUSTOMER CONTACT:                  Carl Puerschner                TECHNICAL CONTACT:     Carl Puerschner
Address:                           4840 E. Jasmine St. Suite 105  Address:               4840 E. Jasmine St. Suite 105
                                   Mesa, AZ 85205                                        Mesa, AZ 85205
Phone:                             480-325-4319                   Phone:                 480-325-4319
Fax:                               707-281-1985                   Fax:                   707-281-1985
Email:                             carlp@yp.net                   Email:                 carlp@yp.net
24HR CONTACT:                      Carl Puerschner                BILLING CONTACT:       Carl Puerschner
Address:                           4840 E. Jasmine St. Suite 105  Address:               4840 E. Jasmine St. Suite 105
                                   Mesa, AZ 85205                                        Mesa, AZ 85205
Phone:                             480-325-4319                   Phone:                 480-325-4319
Fax:                               707-281-1985                   Fax:                   707-281-1985
Email:                             carlp@yp.net                   Email:                 carlp@yp.net

PERIOD OF AGREEMENT:  [ ] 1 Year  [ ] 2 Years  [X] 3 Years        ORDER TYPE:  [ ] New Order  [X] Add/Change
                                                                  AGENT ORDER: [ ] Yes        [ ] No

                                                      SPACE REQUIREMENTS
                     CAGED SPACE                                                     CABINET(S)
Square feet required:                                             Quantity of Cabinets:  1   [X] XO Cabinet
                                                                  Width of Equipment:        [ ] Customer Cabinet
XO to provide cage layout & proposed rack layout for              Depth of Equipment:
Customer approval                                                 *XO does not provide shelves for any cabinets
Minimum cage size is 100 square feet                              If installing customer cabinet, please include cabinet dimensions
Racks cannot exceed a height of 84"                               Customer cabinet cannot exceed depth of 36" and height of 84"
Please list all equipment to be installed by rack #               Please list all equipment to be installed by cabinet #

             Equipment            Dimensions (HXWXD)                              Equipment            Dimensions (HXWXD)
Rack 1                                                            Cabinet 1
Rack 2                                                            Cabinet 2
Rack 3                                                            Cabinet 3
Rack 4                                                            Cabinet 4
Rack 5                                                            Cabinet 5
Rack 6                                                            Cabinet 6
***If quantity of racks exceeds 6, copy format and attach         ***If quantity of cabinets exceeds 6, copy format and attach
additional rack information.                                      additional cabinet information.

                               Required Key Cards
Note: 3 supplied at no charge. Additional key cards can be supplied at $50 charge per additional key card.
              Name                        Phone                    email
Card 1    Carl Puerschner              480-325-4319             carlp@yp.net
Card 2    Mark Wallenburg                                       markw@yp.net
Card 3
Card 4
Card 5


                                                       XO CONFIDENTIAL
                                                              17


<PAGE>


                              POWER REQUIREMENTS

DC Requirements:
                                                     Amps Breakered /
  Rack / Cabinet #  # of Feeds  Single or Dual Feed      Fuse Size       Total
                                                             
                                                                             0
                                                                             0
                                                                             0
                                                                             0
                                                                             0
  Total                      0                                               0

Customer  is  responsible  for  subsequent distribution of power within customer
cage  or  cabinet



AC  Requirements:
                     UPS Yes   # of   Amps Breakered /   Receptacle     #  Receptacles
    Rack / Cabinet #  or No  Circuits    Fuse Size       Type/ NEMA    Single/Duplex/Quad    Total
                                                                           
                     NO             1                    standard                                1
                                                                                                 0
                                                                                                 0
                                                                                                 0
                                                                                                 0
             Total                  1                                                            1

              NEMA: National Electrical Manufacturers Association
Notes:    Standard  AC power  is 120 volt single phase. Other voltages available
          on an ICB based on market. AC receptacles are provided above cabinets.
          Customer  must  provide own power strips if required. UPS is available
          on  an  ICB  per  site. Rack-mount UPS units are the responsibility of
          each  customer.  The  minimum power provisioned is 20 Amps. Additional
          power  is  sold  in  10 Amp increments, XO provides Bell Core Standard
          Grounding.  XO  provides  Convenience  AC  Outlets  fused  @  20  Amps
          (unprotected  and  not  to  power  equipment)

                      BANDWIDTH/CROSSCONNECT REQUIREMENTS
Type and Number of Signal Terminations to be Cabled

Terminations  to  be  cabled  are  those that are being requested to support the
equipment listed  on this application. An application requesting an augment must
be  submitted  for  additional  terminations  to be cabled. The following cables
refer  to  the  physical



     Incremental Forecast: (mandatory for initial and 1 year)

                                                Year-end               Intra-
              Initial  60 days  6 months  Year   Total     Cabinet #  Building
                                                    
       1 PR
        DS1
        DS3         1                        1
        OC3
       OC12
       OC48
    10BaseT                                                             N/A
   100BaseT                                                             N/A
Dark  Fiber                                                             N/A

**Year-end  Total represents the sum of me circuits installed initially plus the
Incremental  circuits  installed  at  60  days.  6  months,  and  year  end.


                                XO CONFIDENTIAL
                                       18


<PAGE>
Type of voice jack (Standard RJ-11 surface):             n/a
                                             -----------------------------------

INTRA-BUILDING CROSS CONNECT INFORMATION
----------------------------------------
*Please check with Local Market to confirm available carriers
REQUESTED CARRIER:______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Carrier on XO's list?  [ ] YES [X] NO
If NO, please provide Collocation Provider:        XO Communications
                                            ------------------------------------
Floor: _________________________________________________________________________
Suite Number: __________________________________________________________________

--------------------------------------------------------------------------------
                              SPECIAL REQUIREMENTS
--------------------------------------------------------------------------------

                                                 Quantity
Stratum timing  [ ] YES  [ ] NO           DS0
                                          DS1

Special Requirements: none
                      ----------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

CUSTOMER'S VENDOR SELECTION
Installation Vendor:  YP.net will install equipment themselves
                    ------------------------------------------------------------
Address:              4840 E. Jasmine St. Suite 105
        ------------------------------------------------------------------------

        ------------------------------------------------------------------------
Phone: 480-325-4319                     Fax:
      --------------------------------      ------------------------------------

CUSTOMER EQUIPMENT DELLVERIES MUST BE SCHEDULED WITH XO ONE (1) WEEK IN ADVANCE.
                              ----
XO(TM) WILL NOT ACCEPT AND DELIVERIES.



A  Collocation  License  Agreement  must  be executed by the parties prior to or
concurrently with a Collocation Schedule including all its Exhibits in order for
this Request Form to be effective. This Request Form must be filled out with the
customer  and  acc

**Both this Request Form and an applicable Collocation Schedule must be executed
for  each  location.

FAILURE  TO  PROVIDE  ALL REQUESTED INFORMATION AND ASSOCIATED DOCUMENTATION MAY
RESULT  IN  DELAYS  IN  THE  PROCESSING  OF  THIS  REQUEST.

CUSTOMER  SIGNATURE:

By:__________________________________  Printed:_________________________________
Title:_______________________________  Date:____________________________________

                                XO CONFIDENTIAL
                                       19


<PAGE>
                                    EXHIBIT B
        TO COLLOCATION SCHEDULE NO. 1 BETWEEN XO AND TELCO BILLING, INC.

                               TECHNICAL SERVICES

SERVICE  DESCRIPTION

Customer may obtain the following XO Technical Services at XO Facilities:

     1.   Visual  inspection  of devices to assess equipment status (e.g. status
          lights,  power lights, and cabling) and report of observations back to
          the  Customer  at  request;  and

     2.   Perform power reboots (or power re-cycles) of equipment where Customer
          provides  written  directions  for  the  technician.

XO  will  provide  the  above  two (2) Technical Services upon Customer request.
Technical  Services  will  be  billed  on an hourly basis. Charges for Technical
Services will appear on each subsequent monthly invoice for which such Technical
Services  were ordered. Response times from XO to Customer regarding a Technical
Service  request  is  two  (2)  hours from receipt of request during standard XO
business  hours  and  four  (4)  hours during XO Off-Business hours (see pricing
matrix  below).

CUSTOMER  EQUIPMENT  INFORMATION

The  Customer,  prior  to  ordering  Technical Service, must provide information
specific  to  the  Equipment,  as XO technicians will require specific direction
relating to the requested Technical Service. Customer will provide the following
information  to  XO,  via  fax  or  email, prior to ordering Technical Services:

<PAGE>


                                                        
If  you  lease  cabinet(s):                                If you lease caged space:
---------------------------                                -     Cage number(s) and location(s) within the XO
-     Cabinet  number(s)  and  locations)  within  the           Telco Collocation room
      XO  Telco  Collocation  room                         -     Cabinet or Rack number(s) and location(s)
*     On  a  per  cabinet  basis:                                within the Telco Collocation cage
-     Description  to  Visio  drawing  including           -     On a per cabinet or rack basis:
      equipment  housed  per  cabinet  and  location       -     Description or Visio drawing including
      within  each  cabinet                                      equipment housed per cabinet/rack and location
*     Physical  labels  attached  to  major  pieces  of          within each cabinet/rack
      equipment  to  facilitate  identification  by  XO    -     Physical labels attached to major pieces of
      Technicians                                                equipment to facilitate identification by XO
                                                                 Technicians


CUSTOMER  ORDERING  PROCEDURES

When  placing  a  Technical  Service  request, Customer shall have the following
information accessible 10 expedite the dispatch of the XO Technician:

-    Your  Company  name
-    Site requiring  Technical  Service  (please  include  street address, suite
     number,  zip  code,  and  floor  number,  if  appropriate)
-    Particular  service  requested
     -    Visual  Inspection  of devices to assess equipment status (e.g. status
          lights,  power lights, and cabling) and report of observations back to
          the  Customer
     -    Perform power reboots (or power re-cycles) on equipment where customer
          provides  written  directions  for  the  technician
-    Your  Technical  Contact  name  and  number  available  on  a  24X7  basis
-    Individual  cage  number(s)  and/or  cabinet/rack number(s) and location(s)
     within  collocation  room  requiring  service
-    Equipment  description  (manufacturer  name and serial number) and location
     within  cabinet  requiring  service

                                XO CONFIDENTIAL
                                       20


<PAGE>
*    Specific  directions  to  perform  requested  task
     -    Location  of  critical  buttons/switches/lights to be addressed during
          requested  task

XO will require a Customer technician to be available at the time of the service
call  to provide real-time instruction if deemed necessary by the XO technician.
XO  maintains  the  right  to  refuse performing work on Equipment, based on the
training  and  direction received from the Customer, regardless if the Technical
Service  requested  falls  within  the  scope  of the two (2) Technical Services
identified  above.

TERM

This  Exhibit  B  is  co-terminus  with Collocation Schedule No. 1. Accordingly,
Technical  Services  will  be  provided for Customer at the site indicated above
until  expiration  of  the  applicable  Collocation  Schedule.

LIMITATION  OF  LIABILITY  FOR  TECHNICAL  SERVICES

WITH  REGARDS TO THE TECHNICAL SERVICES PROVIDED HEREUNDER, IN NO EVENT SHALL XO
BE  LIABLE TO CUSTOMER OR TO CUSTOMER'S END USERS OR OTHER THIRD PARTIES FOR ANY
INCIDENTAL,  INDIRECT,  SPECIAL,  CONSEQUENTIAL  OR  PUNITIVE DAMAGES, INCLUDING
WITHOUT  LIMITATION  ANY  LOST PROFITS, LOST GOODWILL, OR LOST BUSINESS, ARISING
UNDER OR AS A RESULT OF THE TECHNICAL SERVICES PROVIDED BY XO HEREUNDER, EVEN IF
XO  HAS  BEEN  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF DUE TO XO'S
OWN  NEGLIGENCE.  FURTHERMORE, IN NO EVENT WILL XO BE LIABLE TO CUSTOMER FOR ANY
DIRECT  DAMAGES  ARISING  OUT OF CUSTOMER'S USE OF THE PREMISES OR THE TECHNICAL
SERVICES  PROVIDED  HEREUNDER, UNLESS SUCH DAMAGES ARE THE DIRECT RESULT OF XO'S
WILLFUL  MISCONDUCT.  IN  ANY  EVENT,  XO'S  LIABILITY  UNDER  THIS  EXHIBIT FOR
TECHNICAL  SERVICES SHALL NOT EXCEED THE TOTAL TECHNICAL SERVICE FEES PAID TO XO
UNDER  THIS  EXHIBIT  IN  THE  THREE  (3)  MONTHS  PRIOR  TO  THE  EVENT.

XO  BUSINESS  HOURS  AND  HOLIDAY  SCHEDULE

*     Business  Hours:  Monday  -  Friday  8:00 a.m. to 5:00 p.m., except for XO
      Holidays  (see  table  below).
*     Off-Business  Hours:  Monday  -  Friday  5:00  p.m. to 8:00 am, Saturdays,
      Sundays,  and  XO  Holidays (see  table  below).

New  Years  Day       MLK Day        President's  Day     Memorial  Day
Independence Day      Labor Day      Thanksgiving Day     Day after Thanksgiving
Christmas  Eve        Christmas Day

PRICING

XO will provide Technical Services at the following rates*:

                            PRICE/HOUR    MINIMUM
BUSINESS  HOURS               $   95      2 hours
AFTER  BUSINESS  HOURS        $  110      4 hours

*A11  Technical  Services  are  billed  in one-how increments. Services provided
during  XO business hours are tracked with a two-hour minimum. Services provided
during  XO  off-business hours are tracked with a four-hour minimum. XO business
hours are defined as Monday through Friday 8:00 a.m. to 5:00 p.m., except for XO
holidays.  XO  off-business hours are defined as Monday through Friday 5:00 p.m.
to  8:00  a.m.,  Saturdays,  Sundays  and  XO  holidays.

                                XO CONFIDENTIAL
                                       21


<PAGE>
                           COLLOCATION SCHEDULE NO. 2

This Collocation Schedule is made on this 1 day of October, 2003  and subject to
                                         ---       -------
all  definitions,  terms  and  conditions  of  that  certain Collocation License
Agreement,  dated 6-10-03 (the "Agreement") by and between Telecommunications of
                  -------
Nevada,  LLC,  a  Delaware  limited  liability  company,  doing  business  as XO
Communications  a  Limited  Liability  Company, with an office at 2240 Corporate
Circle,  Suite  100,  Henderson, Nevada 89014 ("XO"), and Telco Billing, Inc., a
Nevada  corporation,  with  an  office  at  806  Buchannon Blvd., Suite 250-115,
Boulder  City, Nevada 89005 ("Customer"). This Collocation Schedule also has the
following  Exhibits:  The  Floor  Plan  for  the  Equipment Space, identified as
Exhibit  A;  and  Technical Services, identified as Exhibit B. Capitalized terms
used  herein  but  not  defined  shall  have  the  meanings  as set forth in the
Agreement.

1.  ADDRESS OF PREMISES                2. SPACE ALLOCATION
16563 NW 15th Ave.                     One (1) cabinet
Miami, FL 33169


3.  MINIMUM TERM: Two (2) Years        4. RENEWAL  PERIOD
REQUESTED SERVICE DATE: ______         (outline  any  renewal  options offered)
                                        ---------------------------------------

S.  ACCESS  TO  PREMISES:  (CHECK  ONE)(1)

  X  24 x 7 unescorted access is provided. Customer will receive 3 cards per
-----
site. Additional  cards  provided  at  $50/card.

     Escorted  access is required. Applicable fees are set out in the Agreement.
-----

     6.   MONTHLY RECURRING SERVICE FEES - BASE PRICING



Occupancy Fees
                                                         ------------  ------------  --------  -------------
                                                            Monthly    Nonrecurring  Quantity      Total
                                                           Recurring      Charge                  Monthly
                                                            Charge                               Recurring
                                                                                                  Charge
                                                         ------------  ------------  --------  -------------
                                                                                   
Cage Option: price per square foot                       $      65.00                   N/A            $ .00
                                                         ------------  ------------  --------  -------------
Cabinet Option: price per cabinet including 20 amps AC
power                                                    $     600.00                    1           $600.00
                                                         ------------  ------------  --------  -------------
Installation                                                           $    2500.00      1
                                                         ------------  ------------  --------  -------------

Additional Power Fees
                                                         ------------  ------------  --------  -------------
                                                           Price Per   Nonrecurring  Quantity      Total
                                                            amp per       Charge                  Monthly
                                                             month                               Recurring
                                                                                                  Charge
                                                         ------------  ------------  --------  -------------
DC Power: in 10 Amp increments                           $      15.00                   N/A             $.00
                                                         ------------  ------------  --------  -------------
120 Volt AC Power with UPS backup: in 10 Amp increments  $      16.00                   N/A             $.00
                                                         ------------  ------------  --------  -------------
120 Volt AC Power without UPS backup; in 10 Amp          $        .00                    20             $.00
increments                                                (included
                                                          w/ cabinet)
                                                         ------------  ------------  --------  -------------


--------------------
1  Most  locations  permit  24x7  unescorted  access,  but  there are several XO
buildings  which  do  not  permit  24x7  unescorted access (e.g., Sears Tower in
Chicago).

                                XO CONFIDENTIAL
                                        1


<PAGE>


Cross  Connect  Fees(2)
------------------  ---------------  ----------  --------  --------  --------
                                                  To XO
------------------  ---------------  ----------  --------  --------  --------
                        Monthly          Non-    Quantity   Monthly  Total Non-
                       Recurring      Recurring            Recurring   Total
                        Charge         Charge               Charges  Recurring
                                                                      Charges
------------------  ---------------  ----------  --------  --------  --------
                                                      
DS1                 $        50.000  $   200.00  N/A       $    .00  $    .00
------------------  ---------------  ----------  --------  --------  --------
DS3                 $        150.00  $   300.00         1  $ 150.00  $ 300.00
------------------  ---------------  ----------  --------  --------  --------
OC3                 $        500.00  $   800.00  N/A       $    .00  $    .00
------------------  ---------------  ----------  --------  --------  --------
OC12                $        800.00  $  2000.00  N/A       $    .00  $    .00
------------------  ---------------  ----------  --------  --------  --------
OC48                $       2000.00  $  2500.00  N/A       $    .00  $    .00
------------------  ---------------  ----------  --------  --------  --------
Ethernet -lOBaseT   $        100.00  $   200.00  N/A       $    .00  $    .00
------------------  ---------------  ----------  --------  --------  --------
Ethernet -100BaseT  $        600.00  $  1000.00  N/A       $    .00  $    .00
------------------  ---------------  ----------  --------  --------  --------
                      To Alternate Carrier (based on Revenue Commitment)(3)
                    ---------------------------------------------------------
DS1                 $        150.00  $   300.00  N/A
------------------  ---------------  ----------  --------  --------  --------
DS3                 $        450.00  $ 1,000.00  N/A
------------------  ---------------  ----------  --------  --------  --------
OC3                 $     1,600.000  $ 2,000.00  N/A
------------------  ---------------  ----------  --------  --------  --------
OC12                $      3,000.00  $ 5,000.00  N/A
------------------  ---------------  ----------  --------  --------  --------
OC48                $      8,000.00  $10,000.00  N/A
------------------  ---------------  ----------  --------  --------  --------
Ethernet - lOBaseT  $        800.00  $   800.00  N/A
------------------  ---------------  ----------  --------  --------  --------
Ethernet -100BaseT  $      1,000.00  $ 1,500.00  N/A
------------------  ---------------  ----------  --------  --------  --------
                                          Infra-Building
                    ---------------------------------------------------------
DS1                 $        150.00  ICB         N/A
------------------  ---------------  ----------  --------  --------  --------
DS3                 $        450.00  ICB         N/A
------------------  ---------------  ----------  --------  --------  --------
OC3                 $      1,600.00  ICB         N/A
------------------  ---------------  ----------  --------  --------  --------
OC12                $      5,750.00  ICB         N/A
------------------  ---------------  ----------  --------  --------  --------
OC4S                $     21,000.00  ICB         N/A
------------------  ---------------  ----------  --------  --------  --------


In addition to the Base Monthly Recurring Occupancy Fees listed above, discounts
are  provided based on the volume of services billed by the Customer on the same
account  as  the  collocation site for each month and the Term agreed to for the
site.  The discount percentage may vary from month to month and will appear as a
single line item on the Customer's invoice. The discount percentage applies only
to  the  Monthly  Recurring Charges for the Occupancy Fee, and does not apply to
power,  cross-connect, installation, or any other charges related to collocation
service.  The  discount  schedule  is  listed  below:

Billed  Revenue  (per   Applicable  Discount
month)
                     1YR   2YR   3YR
0-S25K                0%    0%    0%
S2SK-S100K            4%    6%    8%
S100K-S300K           6%    8%   10%
S300K AND  ABOVE      8%   10%   12%

---------------
(2) Cross connects are provided in accordance with and subject to XO's Terms and
Conditions  as  set  out  in  the  applicable  service  agreement.
(3)  XO  will  forfeit  its First Right of Refusal only if the Customer has been
approved  on  an  individual  case  basis  by  the  XO  Product  Manager.

                                XO CONFIDENTIAL
                                        2


<PAGE>
Exhibit A to this Schedule depicts the work to be performed by XO to prepare the
Equipment  Space  for  Customer  occupancy  and  use. By signing below, Customer
acknowledges  and  agrees  that  it  has  read  and it accepts all the terms and
conditions in the Agreement referenced above, of which this Collocation Schedule
is  a  part.

CUSTOMER: TELCO BILLING, INC.             XO

BY:  /S/  CARL  PUERSCHNER                BY:  /S/  MICHAEL  S.  KRAFT
     -------------------                       -----------------------

NAME:  CARL  PUERSCHNER                   NAME:  MICHAEL  S.  KRAFT
       ---------------                           ------------------

TITLE:  DIT                               TITLE:  VP  FINANCE
        ---                                       -----------

DATE:  6-10-2003                          DATE:  6-19-2003
       ---------                                 ---------


                                XO CONFIDENTIAL
                                        3


<PAGE>
                                    EXHIBIT A
        to Collocation Schedule No. 1 between XO and Telco Billing, Inc.

Insert  Collocation  Form  depicting  Requirements
Currently in Microsoft Excel Format

Insert  Floor  Plan  depicting  space  requirements  and/or  Equipment layout or
diagram  (if  applicable)

                                XO CONFIDENTIAL
                                        4


<PAGE>


                                              XO(TM) Telco Collocation Request Form
                                              -------------------------------------
                                                           EXHIBIT  A
                                                to  Collocation  Schedule  No.  2
                                                                                
Submission Date:                                                  **Please note Requested Delivery Date is not guaranteed
REQUESTED DELIVERY DATE:                                          REP NAME:              Kevin Kossman/ Daryl Chavez
CUSTOMER NAME:                     Telco Billing, Inc.            DESK PHONE:            602-324-6262
Address of Install:                16563 NW 15th Ave              CELL PHONE:            480-390-5903
                                   Miami, FL 33169                email:                 kevin.t.kossman@xo.com
CUSTOMER CONTACT:                  Carl Puerschner                TECHNICAL CONTACT:     Carl Puerschner
Address:                           4840 E. Jasmine St. Suite 105  Address:               4840 E. Jasmine St. Suite 105
                                   Mesa, AZ 85205                                        Mesa, AZ 85205
Phone:                             480-325-4319                   Phone:                 480-325-4319
Fax:                               707-281-1985                   Fax:                   707-281-1985
Email:                             carlp@yp.net                   Email:                 carlp@yp.net
24HR CONTACT:                      Carl Puerschner                BILLING CONTACT:       Carl Puerschner
Address:                           4840 E. Jasmine St. Suite 105  Address:               4840 E. Jasmine St. Suite 105
                                   Mesa, AZ 85205                                        Mesa, AZ 85205
Phone:                             480-325-4319                   Phone:                 480-325-4319
Fax:                               707-281-1985                   Fax:                   707-281-1985
Email:                             carlp@yp.net                   Email:                 carlp@yp.net

PERIOD OF AGREEMENT:  [ ] 1 Year  [ ] 2 Years  [X] 3 Years        ORDER TYPE:  [ ] New Order  [X] Add/Change
                                                                  AGENT ORDER: [ ] Yes        [ ] No

                                                      SPACE REQUIREMENTS
                      CAGED SPACE                                                    CABINET(S)
Square feet required:                                             Quantity of Cabinets:  1   [X] XO Cabinet
                                                                  Width of Equipment:        [ ] Customer Cabinet
XO to provide cage layout & proposed rack layout for              Depth of Equipment:
customer approval                                                 *XO does not provide shelves for any cabinets
Minimum cage size is 100 square feet                              If installing customer cabinet, please include cabinet dimensions
Racks cannot exceed a height of 84"                               Customer cabinet cannot exceed depth of 36" and height of 84"
Please list all equipment to be installed by rack #               Please list all equipment to be installed by cabinet #

             Equipment            Dimensions (HXWXD)                              Equipment            Dimensions (HXWXD)
Rack 1                                                            Cabinet 1
Rack 2                                                            Cabinet 2
Rack 3                                                            Cabinet 3
Rack 4                                                            Cabinet 4
Rack 5                                                            Cabinet 5
Rack 6                                                            Cabinet 6
***If quantity of racks exceeds 6, copy format and attach         ***If quantity of cabinets exceeds 6, copy format and attach
additional rack information.                                      additional cabinet information.

Required Key Cards
Note: 3 supplied at no charge. Additional key cards can be supplied at $50 charge per additional key card.
              Name                        Phone                    email
Card 1    Carl Puerschner              480-325-4319             carlp@yp.net
Card 2    Mark Wallenburg                                       markw@yp.net
Card 3
Card 4
Card 5


                                                       XO CONFIDENTIAL
                                                               5


<PAGE>


                              POWER REQUIREMENTS

                               DC Requirements:

                                                     Amps Breakered /
  Rack / Cabinet #  # of Feeds  Single or Dual Feed      Fuse Size       Total
                                                             
                                                                             0
                                                                             0
                                                                             0
                                                                             0
                                                                             0
  Total                      0                                               0

Customer  is  responsible  for  subsequent distribution of power within customer
cage  or  cabinet



AC  Requirements:
                     UPS Yes   # of   Amps Breakered /   Receptacle     #  Receptacles
    Rack / Cabinet #  or No  Circuits    Fuse Size       Type/ NEMA    Single/Duplex/Quad    Total
                                                                           
                     NO             1                    standard                                1
                                                                                                 0
                                                                                                 0
                                                                                                 0
                                                                                                 0
    Total                           1                                                            1

              NEMA: National Electrical Manufacturers Association
Notes:    Standard  AC power  is 120 volt single phase. Other voltages available
          on an ICB based on market. AC receptacles are provided above cabinets.
          Customer  must  provide own power strips if required. UPS is available
          on  an  ICB  per  site. Rack-mount UPS units are the responsibility of
          each  customer.  The  minimum power provisioned is 20 Amps. Additional
          power  is  sold  in  10 Amp increments, XO provides Bell Core Standard
          Grounding.  XO  provides  Convenience  AC  Outlets  fused  @  20  Amps
          (unprotected  and  not  to  power  equipment)

                      BANDWIDTH/CROSSCONNECT REQUIREMENTS
Type and Number of Signal Terminations to be Cabled



Terminations  to  be  cabled  are  those that are being requested to support the
equipment listed  on this application. An application requesting an augment must
be  submitted  for  additional  terminations  to be cabled. The following cables
refer  to  the  physical



     Incremental Forecast: (mandatory for initial and 1 year)
                                                Year-end               Intra-
              Initial  60 days  6 months  Year   Total     Cabinet #  Building
                                                    
       1 PR
        DS1
        DS3         1                        1
        OC3
       OC12
       OC48
    10BaseT                                                             N/A
   100BaseT                                                             N/A
Dark  Fiber                                                             N/A


**Year-end  Total represents the sum of me circuits installed initially plus the
Incremental  circuits  installed  at  60  days.  6  months,  and  year  end.


                                XO CONFIDENTIAL
                                        6


<PAGE>
Type of voice jack (Standard RJ-11 surface):           n/a
                                              ----------------------------------

INTRA-BUILDING CROSS CONNECT INFORMATION
----------------------------------------
*Please check with Local Market to confirm available carriers
REQUESTED CARRIER:______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Carrier on XO's list?  [ ] YES [X] NO
If NO, please provide Collocation Provider:       XO Communications
                                            ------------------------------------
Floor: _________________________________________________________________________
Suite Number: __________________________________________________________________
________________________________________________________________________________
                              SPECIAL REQUIREMENTS
--------------------------------------------------------------------------------

                                                 Quantity
Stratum timing  [ ] YES  [ ] NO           DS0
                                          DS1

Special Requirements: none
                      ----------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

CUSTOMER'S VENDOR SELECTION
Installation Vendor:  YP.net will install equipment themselves
                    ------------------------------------------------------------
Address:              4840 E. Jasmine St. Suite 105
        ------------------------------------------------------------------------
        ------------------------------------------------------------------------
Phone: 480-325-4319                     Fax:
      --------------------------------      ------------------------------------

CUSTOMER EQUIPMENT DELLVERIES MUST BE SCHEDULED WITH XO ONE (1) WEEK IN ADVANCE.
                              ----
XO(TM) WILL NOT ACCEPT AND DELIVERIES.



A  Collocation  License  Agreement  must  be executed by the parties prior to or
concurrently with a Collocation Schedule including all its Exhibits in order for
this Request Form to be effective. This Request Form must be filled out with the
customer  and  acc

**Both this Request Form and an applicable Collocation Schedule must be executed
for  each  location.

FAILURE  TO  PROVIDE  ALL REQUESTED INFORMATION AND ASSOCIATED DOCUMENTATION MAY
RESULT  IN  DELAYS  IN  THE  PROCESSING  OF  THIS  REQUEST.

CUSTOMER  SIGNATURE:
By:__________________________________  Printed:_________________________________
Title:_______________________________  Date:____________________________________

                                XO CONFIDENTIAL
                                        7


<PAGE>
                                    EXHIBIT B
        TO COLLOCATION SCHEDULE NO. 2 BETWEEN XO AND TELCO BILLING, INC.

                               TECHNICAL SERVICES

SERVICE  DESCRIPTION

Customer may obtain the following XO Technical Services at XO Facilities:

     1.   Visual  inspection  of devices to assess equipment status (e.g. status
          lights,  power lights, and cabling) and report of observations back to
          the  Customer  at  request;  and

     2.   Perform power reboots (or power re-cycles) of equipment where Customer
          provides  written  directions  for  the  technician,

XO  will  provide  the  above  two (2) Technical Services upon Customer request.
Technical  Services  will  be  billed  on an hourly basis. Charges for Technical
Services will appear on each subsequent monthly invoice for which such Technical
Services  were ordered. Response times from XO to Customer regarding a Technical
Service  request  is  two  (2)  hours from receipt of request during standard XO
business  hours  and  four  (4)  hours during XO Off-Business hours (see pricing
matrix  below).

CUSTOMER  EQUIPMENT  INFORMATION

The  Customer,  prior  to  ordering  Technical Service, must provide information
specific  to  the  Equipment,  as XO technicians will require specific direction
relating to the requested Technical Service. Customer will provide the following
information  to  XO,  via  fax  or  email, prior to ordering Technical Services:



                                                        
If  you  lease  cabinet(s):                                If you lease caged space:
---------------------------                                -     Cage number(s) and location(s) within the XO
-     Cabinet  number(s)  and  locations)  within  the           Telco Collocation room
      XO  Telco  Collocation  room                         -     Cabinet or Rack number(s) and location(s)
-     On  a  per  cabinet  basis:                                within the Telco Collocation cage
-     Description  to  Visio  drawing  including           -     On a per cabinet or rack basis:
      equipment  housed  per  cabinet  and  location       -     Description or Visio drawing including
      within  each  cabinet                                      equipment housed per cabinet/rack and location
-     Physical  labels  attached  to  major  pieces  of          within each cabinet/rack
      equipment  to  facilitate  identification  by  XO    -     Physical labels attached to major pieces of
      Technicians                                                equipment to facilitate identification by XO
                                                                 Technicians


CUSTOMER  ORDERING  PROCEDURES

When  placing  a  Technical  Service  request, Customer shall have the following
information  accessible  10  expedite  the  dispatch  of  the  XO  Technician:

-    Your  Company  name
-    Site requiring  Technical  Service  (please  include  street address, suite
     number,  zip  code,  and  floor  number,  if  appropriate)
-    Particular  service  requested
     -    Visual  Inspection  of devices to assess equipment status (e.g. status
          lights,  power lights, and cabling) and report of observations back to
          the  Customer
     -    Perform power reboots (or power re-cycles) on equipment where customer
          provides  written  directions  for  the  technician
-    Your  Technical  Contact  name  and  number  available  on  a  24X7  basis
-    Individual  cage  number(s)  and/or  cabinet/rack number(s) and location(s)
     within  collocation  room  requiring  service
-    Equipment  description  (manufacturer  name and serial number) and location
     within  cabinet  requiring  service

                                XO CONFIDENTIAL
                                        8


<PAGE>
-    Specific  directions  to  perform  requested  task
     -    Location  of  critical  buttons/switches/lights to be addressed during
          requested  task

XO will require a Customer technician to be available at the time of the service
call  to provide real-time instruction if deemed necessary by the XO technician.
XO  maintains  the  right  10  refuse performing work on Equipment, based on the
training  and  direction received from the Customer, regardless if the Technical
Service  requested  falls  within  the  scope  of the two (2) Technical Services
identified  above.

TERM

This  Exhibit  B  is  co-terminus  with Collocation Schedule No. 1. Accordingly,
Technical  Services  will  be  provided for Customer at the site indicated above
until  expiration  of  the  applicable  Collocation  Schedule.

LIMITATION OF LIABILITY FOR TECHNICAL SERVICES

WITH  REGARDS TO THE TECHNICAL SERVICES PROVIDED HEREUNDER, IN NO EVENT SHALL XO
BE  LIABLE TO CUSTOMER OR TO CUSTOMER'S END USERS OR OTHER THIRD PARTIES FOR ANY
INCIDENTAL,  INDIRECT,  SPECIAL,  CONSEQUENTIAL  OR  PUNITIVE DAMAGES, INCLUDING
WITHOUT  LIMITATION  ANY  LOST PROFITS, LOST GOODWILL, OR LOST BUSINESS, ARISING
UNDER OR AS A RESULT OF THE TECHNICAL SERVICES PROVIDED BY XO HEREUNDER, EVEN IF
XO  HAS  BEEN  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF DUE TO XO'S
OWN  NEGLIGENCE.  FURTHERMORE, IN NO EVENT WILL XO BE LIABLE TO CUSTOMER FOR ANY
DIRECT  DAMAGES  ARISING  OUT OF CUSTOMER'S USE OF THE PREMISES OR THE TECHNICAL
SERVICES  PROVIDED  HEREUNDER, UNLESS SUCH DAMAGES ARE THE DIRECT RESULT OF XO'S
WILLFUL  MISCONDUCT.  IN  ANY  EVENT,  XO'S  LIABILITY  UNDER  THIS  EXHIBIT FOR
TECHNICAL  SERVICES SHALL NOT EXCEED THE TOTAL TECHNICAL SERVICE FEES PAID TO XO
UNDER  THIS  EXHIBIT  IN  THE  THREE  (3)  MONTHS  PRIOR  TO  THE  EVENT.

XO  BUSINESS  HOURS  AND  HOLIDAY  SCHEDULE

*     Business  Hours:  Monday  -  Friday  8:00 a.m. to 5:00 p.m., except for XO
      Holidays  (see  table  below).
*     Off-Business  Hours:  Monday  -  Friday  5:00  p.m. to 8:00 am, Saturdays,
      Sundays,  and  XO  Holidays (see  table  below).

New  Years Day       MLK Day         President's  Day     Memorial  Day
Independence Day     Labor Day       Thanksgiving Day     Day after Thanksgiving
Christmas Eve        Christmas Day

PRICING

XO will provide Technical Services at the following rates*:

                            PRICE/HOUR    MINIMUM
BUSINESS  HOURS               $   95     2  hours
AFTER  BUSINESS  HOURS        $  110     4  hours

*A11  Technical  Services  are  billed  in one-how increments. Services provided
during  XO business hours are tracked with a two-hour minimum. Services provided
during  XO  off-business hours are tracked with a four-hour minimum. XO business
hours are defined as Monday through Friday 8:00 a.m. to 5:00 p.m., except for XO
holidays.  XO  off-business hours are defined as Monday through Friday 5:00 p.m.
to  8:00  a.m.,  Saturdays,  Sundays  and  XO  holidays.

                                XO CONFIDENTIAL
                                        9

Source: OneCLE Business Contracts.