By entering this Agreement, the Agent agrees to market GlobalPhone's WebCallback services. The following terms and conditions shall apply:

1. Commissions: GlobalPhone agrees to pay monthly commissions to the Agent based on the actual call volumes of WebCallback customers. The commission is 10%, net of taxes and uncollected debt. Commissions are payable each month. GlobalPhone reserves the right to accrue commissions and pay them when they total at least $5.00.

2. Agent Responsibilities: The Agent is responsible for contacting customers on behalf of GlobalPhone, obtaining a signed GlobalPhone WebCallback agreement from the customer, transmitting the agreement to GlobalPhone, assisting the customer with the design of his/her web site and the placement of the WebCallback hot links, and resolving technical issues related to WebCallback on an ongoing basis.

3. GlobalPhone Responsibilities: GlobalPhone is responsible for setting up the customer account on its switch, providing the appropriate account codes and HTML code to the Agent for transmittal to the customer, providing WebCallback telephone switching services, and performing billing and collection functions.

4. Exclusive Agreement: The Agent agrees not to sell competing services and agrees to maintain in strict confidence any information obtained related to GlobalPhone's trade secrets, marketing and technical know-how, business plans, pricing, and the like. The Agent is not authorized to represent himself/herself as an employee of GlobalPhone. Any misrepresentation of GlobalPhone by the Agent will result in immediate termination of this Agreement.

5. Termination: The Agreement shall be effective when signed and dated by both parties. The Agreement may be terminated by either party with 30 days notice in writing. Commissions are payable to the agent after termination for as long as his/her customers utilize GlobalPhone services, provided the Agent was not terminated due to illegal activity or breach of this contract, nor is selling competing services. The laws of the State of Virginia apply to this agreement.