TERMS & CONDITIONS I (or"Customer") give Magellan Hill Technologies (or, the "Company") the authorization to notify all appropriate parties, including my current local and long distance carrier of choice and to make the necessary or appropriate changes to my current and future services without further permission. I also authorize Magellan Hill Technologies to provide the services listed in this agreement and on all attachments. Magellan Hill Technologies may obtain any records from my local, intra-lata long distance, and/or long distance Telephone Company necessary so that they may provide these services to me. The Agreement shall be binding upon the Customer on signature by the Customer, but shall only be binding on the Company when executed by the Company, as provided below. For the security of my business, I agree to allow Magellan Hill to select and maintain a local/long distance PIC freeze on my account during the contract term. Rates are exclusive of FCC line charges and other charges. Universal Service Fees, taxes and other charges will apply. Tariffs apply to some services. Rates do not include directory assistance and international calls. Customer is responsible for payment of all taxes, fees and surcharges. Rates and all other charges may be modified from time to time and will be posted on www.magellanhill.com. Not all services available on all lines. Not available for use with modems or dialers. Not available to call centers or telemarketers.

THE COMPANY MAKES NO IMPLIED OR EXPRESSED REPRESENTATIONS OR WARRANTIES ABOUT ITS SERVICE PROVIDED TO THE CUSTOMER INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL THE COMPANY, IT'S OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE TO YOU THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF ADVANTAGE, SAVINGS, GOODWILL OR CUSTOMERS/CLIENTS.

Order Acceptance: No order for the Services shall be binding upon Company until such order has been accepted in writing by the company. Company, in its sole discretion, may decline to accept any order for the Services. All orders are subject to credit approval. Customer signature below confirms that it is not currently bound legally or contractually from entering into this agreement.

Bills are due for payment upon receipt. Any invoice not paid within thirty (30) days after the due date on the invoice will be subject to a monthly late charge of 1.5% or the maximum amount legally permitted by law, if the applicable is less then 1.5%. If customer account is submitted to an outside party for collections, Customer will take full responsibility for all applicable costs and legal fees associated with said collections effort. Disruption of service for non-payment will result in an account reactivation fee of $75 per account. If any part of this agreement is found invalid, the rest of the Agreement remains enforceable. The agreement shall be constructed, interpreted and enforced and governed by the laws of the State of New Jersey, not including its choice or conflict of law principles or rules.

THESE TERMS AND CONDITIONS, THE ORDER FORMS(S) AND THE TARIFFS SET FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERCEDES ALL PRIOR AGREEMENTS AND COLLATERAL COVENANTS, AGREEMENTS, COMMUNICATIONS, REPRESENTATIONS AND WARRANTIES WHETHER ORAL OR WRITTEN BY EITHER PARTY (OR ANY OFFICER, DIRECTOR, EMPLOYEE OR REPRESENTATIVETHEREOF) WITH RESPECT TO THE SUBJECT MATTER HEREOF.

Term. The initial term of service will be as set forth on the Order Form(s) and shall commence once all of the customer's services are switched to Magellan Hill Technologies. The service term will automatically extend, for an amount of time equal to the original term, unless Customer notifies Company in writing of its intent not to renew at least ninety (90) days prior to the end of the then current service term via certified return receipt mail.. If customer decides not to renvew, company may continue to provide service on a month-to-month basis at then prevailing Magellan month-to-month rates. Order Cancellation and Early Termination Fees, as applicable, shall apply in the event that (i) Customer cancels a service order prior to the commencement of the initial service term, (ii) if Customer discontinues the Services prior to the end of the then current service term, or (iii) Company terminates the Services as a result of Customer’s breach of these Terms and Conditions. Rates and Charges.

Rates and charges for the Services are set forth on the Order Form(s), or, if not so listed, on Company’s standard pricing list. All listed rates and charges are exclusive of federal, state and local sales, use, value added, excise, duty and other taxes, as well as amount(s) paid by Company, directly or indirectly, to governmental authorities or other entities at the direction of governmental authorities, which taxes and amounts may be passed on to Customer by Company, with associated administrative fees. Installation, change, expedite, disconnection, reconnection, repair and other non-recurring charges may apply.

Security Deposit: Company reserves the right to require a security deposit from Customer at any time based on Company’s assessment of Customer’s credit status and payment history.

Termination. Company may temporary suspend or permanently terminate provision of the Services without notice or liability to Customer (a) in the event that Customer (i) fails to timely pay any amount due to Company (ii) provides insufficient or fraudulent billing information, or (iii) violates these Terms and Conditions, Company’s Acceptable Use Policy, the Tariffs, or applicable laws or governmental rules or regulations; (b) by reason of an order of a court or regulatory or other governmental authority; (c) upon institution by or against Customer of a proceeding for relief under the Bankruptcy Code, the insolvency of Customer or the appointment of of an order of a court or regulatory or other governmental authority; (c) upon institution by or against Customer of a proceeding for relief under the Bankruptcy Code, the insolvency of Customer or the appointment of a receiver of Customer’s property; or (d) Company deems such action necessary to protect itself or third parties against fraud or to protect its personnel, agents, or services provided however that such suspensions or termination of the Services shall not relieve Customer of its obligation to pay charges due for its remaining service term. In the event of termination of breach of this Agreement by the Customer, in addition to the other amounts, the Customer shall be liable for an amount equal to a $65.00 charge per line (or $65/channel for each T1) for each month of service remaining in the contract term. In such event, company may also pursue such other remedies as may be available to it at law or in equity. Neither termination nor expiration of Customer’s service arrangement shall relieve Customer of liabilities previously accrued hereunder.

Dispute Resolution. All invoice disputes must be submitted by customer within 90 days of receipt of invoice. The parties shall attempt to resolve all disputes in the spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collections of amounts due for the Services and requests for injunctive relief) shall be the subject of mandatory arbitration. Such arbitration shall be conducted in accordance with the U.S. Arbitration Act (Title 9, U.S. Code) and under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in New Jersey. The decision of the arbitrator shall be final and binding upon the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. Authorization to Use CPNI Customer hereby authorizes Company to use and to disclose and permit access by its affiliates and partners to Customer’s customer proprietary network information (“CPNI”) in order to enhance Company’s ability to offer products and services tailored to Customer’s needs. CPNI is information that relates to the quantity, technical configuration, type, destination and amount of use of the Services by Customer and that is made available to Company solely as a result of Company’s provision of the Services to Customer. Under federal law, Company has a duty to protect Customer’s CPNI and Customer has the right to prohibit certain used of its CPNI. Although Customer’s authorization to Company to use. Disclose and permit access to Customer’s CPNI will remain in effect until Customer affirmatively disclose and permit access to Customer’s CPNI will not affect Company’s provision of the Service to Customer.

INDEMNIFICATION. You agree that Magellan Hill Technologies, it's Officers, Directors and Employees should not be responsible for any third-party claims against us that arise from your use of the services. Further, you agree to reimburse Magellan Hill for all costs and expenses related to the defense of any such claims. By signing attached or below, I/we agree to the terms and conditions of this Agreement, as well as the terms and conditions posted on the website www.magellanhill.com and/or any Magellan Hill Technologies applicable state or federal tariffs.

CONSENT AGREEMENT The above signed hereby consent(s) to Magellan Hill’s use of a business credit report on the undersigned in order to further evaluate the credit worthiness of the undersigned as principal(s), proprietor(s) and /or guarantor(s) in connection with the extension of business credit as contemplated by this credit application. The undersigned hereby authorize(s) Magellan Hill to utilize a business credit report on the undersigned from time to time in connection with the extension or continuation of the business credit represented by this credit application.