Sample Business Contracts

Carrier Service Agreement - Fusion Telecommunications International Inc. and Telco Group Inc.

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                            CARRIER SERVICE AGREEMENT

This Carrier Service Agreement is entered into on April 3, 2001,  between Fusion
Telecommunications  International,  Inc., a Delaware  corporation  ("Provider"),
having its principal place of business at 420 Lexington  Avenue,  Suite 518, New
York,  NY 10170 and Telco  Group Inc.  ("Purchaser"),  a  Delaware  corporation,
having its principal office at 30-50 Whitestone Expressway, 1st floor, Flushing,
New York 11354.


  A.     Provider provides  telecommunications services between its location and
         the outbound termination points identified on Exhibit A attached hereto
         and incorporated herein by this reference and

  B.     Purchaser desires to purchase,  upon the terms and conditions set forth
         in this Agreement, telecommunications services from Provider.


              Now,  therefore,  intending to be legally bound, the parties agree
as follows:

1.       RATES, TERMS AND CONDITIONS:  Provider shall provide telecommunications
         services to Purchaser at the rates,  terms and conditions  described in
         Exhibit  A, and to the  termination  points  set  forth in  Exhibit  A.
         Purchaser acknowledges that the per minute rates set forth on Exhibit A
         are  preferential  rates  based on prompt  payment on or before the Due
         Date.  The  services to be  provided  are limited to those set forth in
         Exhibit A and require from  Purchaser a monthly  minimum  usage per T-1
         and/or E-1 as set forth in said  Exhibit.  Rates listed in Exhibit A or
         any  subsequent  rate sheet are subject to change by Provider with five
         (5) days written notice to Purchaser.

2.       PERIOD OF  SERVICE:  This  Agreement  shall  become  effective  and the
         parties'  obligations shall commence upon the date set forth in Exhibit
         A of this Agreement and shall continue  (subject to Provider's right to
         terminate this  Agreement  sooner) for a period of one year (12 months)
         from  such  date  (the  Initial   Term").   This   Agreement   will  be
         automatically renewed on a month-to month basis after the expiration of
         the initial term or any  subsequent  term.  If either party  desires to
         cancel this  Agreement  upon the  expiration of the current term or any
         subsequent  term, it shall give the other party  written  notice of its
         intent to cancel at least twenty (20) days prior to the  expiration  of
         the current  term.  This  Agreement  shall  continue and remain in full
         force and effect until canceled by either party upon notice as provided

3.       SECURITY:  Purchaser shall submit financial documentation for review to
         Provider's credit department.  To ensure the prompt payment of sums due
         hereunder,  Purchaser  shall  furnish to Provider upon the execution of
         this Agreement,  a prepayment or security  deposit in the form of cash,
         irrevocable and unconditional  letter of credit, or such other security
         in form and amount acceptable to Provider.  Upon request by Provider at
         any time,  Purchaser  agrees to provide  financial  statements or other
         indications of its financial circumstances.  In addition, after service
         commencement,  Provider, at its option, may request additional security
         if: (a) Purchaser's payment history,  financial circumstances or credit
         exposure becomes unacceptable, (b) if Purchaser's account balance, plus
         unbilled usage exceeds the amount of any security  deposit or assurance
         requirement or (c) in light of  Purchaser's  actual usage when compared
         to projected  usage  levels upon which any prior  security or assurance
         requirement was based. Purchaser shall provide the requested additional
         security within two (2)  days/forty-eight  (48) hours: after request by
         Provider.  In the event that  Purchaser  fails to provide the requested
         security  in  accordance  with this  provision,  Provider  may  suspend
         service and/or terminate this Agreement without further notice.

                                   Page 1 of 9


4.       ADDITIONAL SECURITY  PROVISIONS:  The dollar value of service available
         to Purchaser shall be limited to the dollar amount of the prepayment or
         security  deposit  available  to  Provider.  The amount of any required
         prepayment,  cash security deposit,  or letter of credit is outlined in
         Exhibit A. Any letter of credit shall be substantially  similar in form
         to  Exhibit  A  to  this  Agreement  and  shall  be  from  a  financial
         institution reasonable acceptable to Provider.

5.       BILLING  INCREMENTS:  All  traffic  shall be billed  with an initial 30
         second minimum  increment,  followed by 6 second additional  increments
         (i.e.  a minimum  call  length 30  seconds  with all  additional  usage
         rounded up to the nearest 6 second  increment).  The sole  exception to
         this billing  arrangement shall be traffic  terminating in Mexico which
         shall be billed in full minute  increments  (i.e. a minimum call length
         60  seconds  with  additional  usage  rounded  up to the  nearest  full

6.       BILLING PERIOD/PAYMENT SCHEDULE: The billing period shall be seven days
         long, commencing at 12:00:00 a.m., Eastern Standard Time, on Monday and
         continuing  through  11:59:59 p.m. Eastern Standard Time, the following
         Sunday.  Provider  shall send bill to  Purchaser  for service  provided
         during the preceding  billing period (i.e.  the prior seven days),  via
         e-mail or facsimile,  by close of business each Monday.  Payment of the
         amount shown on the bill is due from  Purchaser  by 5:00 p.m.,  Eastern
         Standard Time, the following  Thursday (i.e.  three working days later)
         (the "Due Date").  All payments are to be made by wire transfer per the
         banking  information  detailed in Exhibit B. The  charges for  services
         that  are not  paid by the Due  Date  shall be  deemed  past  due.  The
         uncollectability,  fraud or any other problem that may affect Purchaser
         in the assessment, appraisal, accounting, billing or collecting of debt
         will never  exempt  Purchaser  from the  obligation  of full payment to
         Provider.  Any payment received by Provider after the Due Date shall be
         subject to an interest charge on delinquent  amounts from the date such
         amounts  were due at the rate of one and a half  percent  (1.5%) of the
         late  payment  per month (or,  if  unlawful,  the  maximum  lawful rate
         allowable under applicable law).

7.       TAXES:  Purchaser  acknowledges and understands that all charges stated
         in the  Exhibits  hereto are  computed  by  Provider  exclusive  of any
         applicable  use,  excise,  gross receipts,  sales and privilege  taxes,
         duties, fees or other taxes or similar  liabilities,  including but not
         limited to universal service or pursuant to similar regulatory, federal
         or state  laws,  whether  charged to or against  Purchaser  or Provider
         because  of the  services  furnished  to  Purchaser  pursuant  to  this
         Agreement  ("Additional  Charges").  Purchaser  also  acknowledges  and
         understands  that such Additional  Charges will be invoiced by Provider
         only if  Purchaser  has not  provided  Provider  with a direct  payment
         permit,  sale for resale  exemption  certificate,  sales tax  exemption
         certificate  or  other   applicable   exemption   certificate  and  any
         non-exempt  Additional Charges shall be paid by Purchaser,  in addition
         to all other charges provided for herein.

8.       BILLING DISPUTES:  If Purchaser,  in good faith, disputes the amount or
         appropriateness  of a charge  included in an invoice,  it shall  notify
         Provider in writing and provide supporting  documentation  establishing
         such  claim.  Such  documentation  supporting  disputed  charges  shall
         include a detailed analysis showing the difference between the specific
         invoice amount and Purchaser's  specific  asserted amount. A summary of
         the  disputed  charges will not be accepted.  Purchaser  shall  further
         provide all information reasonably requested by Provider including, but
         not limited to, call detail  records  (CDRs),  to resolve the  dispute.
         Such notification shall not relieve Purchaser of the obligation to make
         all  undisputed  payments,  by the Due  Date.  Any  resolution  made by
         Provider in favor of Purchaser  shall be credited to  Purchaser's  next
         invoice.  Failure to contest a charge  within thirty (30) calendar days
         from receipt of an invoice shall create an  irrefutable  presumption of
         the correctness of the charge.

                                   Page 2 of 9


         Upon  dispute,  the parties  agree to use their best efforts to resolve
         the  dispute  in  good  faith  within  thirty  (30)  calendar  days  of
         Purchaser's  receipt  of  invoice.  In the event that the  parties  are
         unable to resolve the dispute  within this thirty (30) day period,  the
         dispute shall be submitted to arbitration as otherwise  provided for in
         this Agreement.

9.       DISPUTE  RESOLUTION:  In the event of any  controversy or claim arising
         from or related to this Agreement,  its performance or  interpretation,
         the  parties,  in good  faith,  initially  will  attempt to resolve the
         dispute among themselves.  Failing such resolution, the dispute will be
         settled  by  binding  arbitration  conducted  in  accordance  with  the
         commercial  Arbitration Rules of the American  Arbitration  Association
         ("AAA Rules"), as amended by this Agreement and judgment upon the award
         rendered  by  the  arbitrator(s)  may be  entered  by  any  court  with
         jurisdiction.  The location of the  arbitration  shall be New York, New
         York. The cost of the  arbitration,  including the fees and expenses of
         the  arbitrator(s),  shall be shared  equally by the parties unless the
         arbitration award provides otherwise. Each party shall bear the cost of
         preparing and presenting its case. The  arbitrator(s) are not empowered
         to award  damages  in excess of  compensatory  damages  and each  party
         irrevocably waives any damages in excess of compensatory damages.



11.1     INTERCONNECTION OF PURCHASER  FACILITIES:  In order to receive services
         via TDM connection  from Provider  hereunder,  Purchaser must establish
         dedicated  DS-1 circuits  between  Purchaser's  designated  network and
         Provider's  designated  network  meet  point  ("POP") as  specified  in
         Exhibit A. Purchaser shall pay any installation  charges and continuing
         charges for circuits  used to connect  Purchaser to  Provider's  POP in
         compliance with network interface procedures.



12.1     REGULATORY CHANGES: If the FCC, any state or other regulatory agency or
         court of competent  jurisdiction elects to implement or enforce a rule,
         regulation, law or order which has the effect of cancelling,  changing,
         or superseding any material term or provision of this Agreement or rate
         charged (collectively  "Regulatory  Requirement"),  then this Agreement
         shall be deemed modified in such a way as the parties mutually agree is
         consistent  with the form,  intent and purpose of this Agreement and as
         is necessary  to comply with such  Regulatory  Requirement.  Should the
         parties not be able to agree on modifications  necessary to comply with
         a Regulatory  Requirement  within thirty (30) days after the Regulatory
         Requirement is implemented or enforced, then upon written notice either
         party may, to the extent  practicable,  terminate  that portion of this
         Agreement impacted by the Regulatory Requirement enforcement.

12.2     NON-PAYMENT:  If payment has not been received by the Due Date, for all
         charges (including  transmission  charges,  service charges and monthly
         fixed charges,  if any) billed to Purchaser,  then Provider may, at its
         sole  discretion  and with  five  (5)  days  prior  written  notice  to
         Purchaser,  terminate  transmission  services  and/or this Agreement in
         part or in whole.

12.3     CORPORATE DISSOLUTION: Either party may terminate this Agreement in the
         event the other  party makes an  arrangement  or  composition  with its
         creditors  generally  or makes an  application  to a court of competent
         jurisdiction   for  protection  from  its  creditors   generally  or  a
         bankruptcy  order is made  against the other party or a  resolution  is
         passed  by it for its  winding  up, a court of  competent  jurisdiction
         makes an order for its  winding-up or  dissolution,  an  administration
         order is

                                   Page 3 of 9


         made  in  relation  to  it or a  receiver  is  appointed  over  (or  an
         encumbrance takes possession of or sells) any of its assets.

12.4     BREACH OF AGREEMENT  In the event of a breach of any  material  term or
         condition of this Agreement by a party (other than failure to pay which
         is covered  under  Section 12.2 above or failure to provide  additional
         security  which is covered under Section 3 above),  the other party may
         terminate this Agreement upon thirty (30) days written  notice,  unless
         the breaching party cures the breach during the thirty (30) day period.

              12.4.1 Upon any material breach by Purchaser  after  expiration of
              all applicable  notice and cure periods,  Provider may at its sole
              option do any or all of the following:

                    (I)    cease accepting traffic;

                    (ii)   cease  all   electronically  and  manually  generated
                           information and reports;

                    (iii)  draw on any  letter of  credit,  security  deposit or
                           other  assurance  of  payment  and  enforce  interest
                           provider by Purchaser;

                    (iv)   terminate   this   Agreement  and  services   without
                           liability to Provider;

                    (v)    pursue such other legal or equitable remedy or relief
                           as may be appropriate.

12.5     NETWORK  PROTECTION:  In the event Purchaser's  service traffic volumes
         (or traffic  distribution  patterns to individual cities and countries)
         results in a lower than industry  standard  completion  rate,  severely
         abnormal or disproportionate  distribution of traffic by city, or other
         similar  abnormality  which  adversely  affects  the  Provider  network
         (including,  but not limited to looping  situations  where  Purchaser's
         traffic is delivered by Provider to another carrier for termination and
         ultimately returned to Provider),  Provider reserves the right to block
         and refuse to accept  such  adverse  traffic at any time,  with  prompt
         notice as soon as possible thereafter.


13.      WAIVER OF LIABILITY:  As a material  inducement for Provider to provide
         the services  hereunder  at the prices  stated,  Purchaser  agrees that
         Provider  shall in no event be liable to Purchaser or  Purchaser's  own
         customers  for any loss,  expense  or damage  for (i) loss of  revenue,
         profits, savings,  business or goodwill,and (ii) exemplary,  proximate,
         consequential, or incidental damages and expenses of any type or nature
         on account of any breach or default hereunder by Provider or on account
         of the use or nonuse or the services.

14.      INDEMNITY:  Purchaser shall indemnify and hold harmless  Provider,  its
         stockholders,  officers,  directors,  employees and agents from any and
         all  loss,  cost  damage,  expense  or  liability,   including  without
         limitation, court costs and reasonable attorneys' fees, arising out of,
         in whole or in part, directly or indirectly, the installation, hook-up,
         maintenance,  service or trouble-shooting of the transmission  services
         described in this Agreement  including any interruption of transmission
         service to Purchaser, its employees,  agents and customers, except when
         caused by the  gross  negligence  by the  Provider  or the  intentional
         violations  of  any  applicable  law  or  governmental   regulation  by


15.1     Each party  undertakes to the other to promptly provide all information
         and assistance  which the other may reasonably  require to enable it to
         perform its obligations under this Agreement.

                                   Page 4 of 9


15.2     Subject to sub-Section 15.3, each party undertakes to the other that it
         will treat as  confidential,  and will use its reasonable  endeavors to
         procure that its directors, employees, professional advisers and agents
         will treat as confidential,  the terms and conditions of this Agreement
         as well as all data,  summaries,  rates,  reports or information of all
         kinds and all other confidential  information whether of a technical or
         business nature or otherwise  relating in any manner to the business or
         affairs of the other party which it may receive in connection with this
         Agreement,  and will not (and  will  use its  reasonable  endeavors  to
         procure that its directors, employees, professional advisers and agents
         will not) disclose or use such information  other than strictly for the
         purposes of this  Agreement  except with the written  permission of the
         other party.

15.3     The provisions of sub-Section  15.2 shall not apply to information held
         by a party  which

         15.3.1   is in or comes into the public  domain other than by breach of
                  this Agreement;

         15.3.2   is obtained by that party from a third party who has the right
                  to disclose it;

         15.3.3   is or has been independently  generated by that party (but not
                  including data generated by that party about calls handed over
                  by the other party); or

         15.3.4   is in the possession of or is known to that party prior to the
                  date of this Agreement,  to the extent that party is not bound
                  by  any   confidentiality   obligation   in  respect  of  such
                  information to the other party.

15.4     The following disclosures by either party shall not constitute a breach
         of sub-Section 15.2:

         15.4.1   a disclosure of  information  necessary to comply with any law
                  or the valid order of a court of competent jurisdiction or the
                  rule,  regulation  or  request  of any  governmental  or other
                  regulatory   authority  or  agency  provided  that  the  party
                  disclosing   the   information   shall  request   confidential
                  treatment of such  information  by the third party to which it
                  is disclosed;

          15.4.2  a disclosure of information to a party's auditors and/or other
                  professional  advisors or as part of its normal  reporting  or
                  review procedure to its parent company, members or partners as
                  the  case  may be,  provided  that the  party  disclosing  the
                  information  will  endeavor  to  procure  that  its  auditors,
                  professional  advisors,  parent  company  members and partners
                  will also treat such information as confidential;

         15.4.3   a  disclosure  of  information  made in order to  enforce  its
                  rights under this  Agreement;

         15.4.4   a disclosure made to a financial institution,  lender of funds
                  or financial advisor where such disclosure is required as part
                  of an  arrangement  for the financing or  refinancing  of such

         provided,  however,  that before making any disclosure pursuant to this
         sub-Section  15.4, the recipient  party agrees that it will provide the
         disclosing  party with  prompt  written  notice so that the  disclosing
         party has the  opportunity  to pursue its legal and equitable  remedies
         regarding potential disclosure.

         15.5     On  termination  of this  Agreement for whatever  reason,  the
                  recipient  party shall return to the disclosing  party (or, at
                  the discretion of the disclosing party, destroy) all copies of
                  confidential  information  of the other  party which it has in
                  its  possession.  The  provisions  of this  Section  16  shall
                  survive the  termination  or expiry of this  Agreement for any
                  reason whatsoever.

16.      NO AGENCY: Neither party is authorized to act as an agent for, or legal
         representative  of, the other  party and  neither  party shall have the
         authority to assume or create any  obligation on behalf of, in the name
         of, or binding upon the other party.

17.      FORCE  MAJEURE:  The  parties'  obligations  under this  Agreement  are
         subject  to and  neither  party  shall be liable  for  (except  for the
         obligation  to pay money by  Purchaser):  delays,  failures to perform,
         damages, losses or destruction,  or malfunction of any equipment or any

                                   Page 5 of 9


         thereof  caused or occasioned  by, or due to fire,  flood,  water,  the
         elements,  labor  disputes or shortages,  utility  curtailments,  power
         failures,   explosion,   civil  disturbances,   governmental   actions,
         shortages of equipment for supplies,  unavailability of transportation,
         acts or  omissions  of third  parties,  or any other  cause  beyond the
         party's reasonable control. Purchaser shall not represent that Provider
         is responsible  for the type or quality of Purchaser's  services to its

18.      NO  WAIVER:  The  failure of either  party to  enforce  or insist  upon
         compliance  with any of the  provisions of this Agreement or the waiver
         thereof, in any instance, shall not be construed as a general waiver or
         relinquishment of any other provision of this Agreement.

19.      BINDING  EFFECT:  This Agreement shall be binding upon and inure to the
         benefit of the parties' hereto and their respective  heirs,  successors
         and assigns.

20.      NO ASSIGNMENT:  Neither party shall  voluntarily or by operation of law
         assign, transfer, license, or otherwise transfer all or any part of its
         right,  duties  or other  interest  in the  Agreement  of the  proceeds
         thereof (collectively,  "Assignment"),  without the other party's prior
         written  consent,  which consent shall not be unreasonably  withheld or
         delayed.  Any  attempt  to  make an  Assignment  in  violation  of this
         provision shall be null and void.  Purchaser and Provider shall provide
         written  notice to the other of any  change in  ownership  or  control.
         Either  party's  failure to comply with the assignment  provisions,  as
         contained  in  this  paragraph,  shall  give  the  other,  at its  sole
         discretion,  the  option  to  either  accept  the  others  assignee  or
         terminate this Agreement.  No assignment shall release the other of its
         obligations hereunder.

21.      AMENDMENT: This Agreement may not be amended except by an instrument in
         writing,  executed by the parties.  The  acknowledgment  or  acceptance
         hereto shall effect no modification or amendment by either party of any
         purchaser order,  sales  acknowledgment  or other similar form from the
         other party.

22.      MERGER: This Agreement  (including its Exhibits)  supersedes and merges
         all   prior   agreements,   promises,    understandings,    statements,
         representations,   warranties   indemnities   and   covenants  and  all
         inducements to the making of this Agreement relied upon by either party
         herein, whether written or oral, and embodies the parties' complete and
         entire  agreement  with  respect  to  the  subject  matter  hereof.  No
         statement or agreement,  oral or written,  made before the execution of
         this Agreement shall vary or modify the written terms hereof in any way

23.      INTERPRETATION:  The words  and  phrases  used  herein  shall  have the
         meaning generally understood in the telecommunications  industry.  This
         Agreement  shall be construed in  accordance  with its fair meaning and
         not for or against either party drafted this Agreement.

         made and is made solely for the benefit of the Provider and  Purchaser,
         and their respective successors and permitted assigns.  Nothing in this
         Agreement is intended to confer any rights/remedies  under or by reason
         of this Agreement on any third party.

25.      REPRESENTATION OF AUTHORITY:  Each party represents and warrants to the
         other  that  the  execution  and  delivery  of this  Agreement  and the
         performance  of such  party's  obligations  hereunder  have  been  duly
         authorized  and that  the  Agreement  is a valid  and  legal  agreement
         binding on such parties and enforceable in accordance with its terms.

26.      FURTHER  ASSURANCES:  The  parties  shall at their own cost and expense
         execute and deliver such further  documents and  instruments  and shall
         take such other actions as may be reasonably required or appropriate to
         carry out the intent and purposes of this Agreement.

                                   Page 6 of 9


27.      GOVERNING LAW: This Agreement shall be in all respects, governed by and
         construed and enforced in accordance  with the laws of the State of New
         York, including all matters of construction, validity and performance.

28.      COUNTERPARTS:  This Agreement may be executed in several  counterparts,
         each of which  shall  constitute  an  original,  but all of which shall
         constitute one and the same instrument.

29.      NOTICES:  All  notices,  demands,  requests  and  other  communications
         required or permitted hereunder shall be in writing and shall be deemed
         to be delivered on the earlier of: (a) the date of actual receipt;  (b)
         three days after the date of mailing,  by certified or registered mail,
         duly addressed and with proper  pre-paid  postage,  with return receipt
         requested,  to the last known place of business of either party; or (c)
         the day after being sent via a nationally  recognized overnight courier
         service such as Federal Express. Notices will be delivered as follows:

         PROVIDER:      Fusion Telecommunications International, Inc.

                        420 Lexington Avenue, Suite 518
                        New York, New York 10170
                        Attn:  Sales Dept
                        Phone: 212-201-2400
                        Fax:     212-972-7884

                        30-50 Whitestone Expressway
                         1st Floor
                        Flushing, New York  11354
                        Attn: COTRACT ADMINISTRATION
                        Fax:    718-358-4625

                  IN WITNESS WHEREOF the parties have executed this Agreement as
of the day and year first written above.

Fusion Telecommunications Int'l, Inc.        Purchaser: Telco Group

By:  / Joseph M. Troche/                     By:  /s/
    ---------------------------                 --------------------------------

Printed Name:  Joseph M. Troche              Printed Name: _____________________

Title:     VP Wholesale Markets              Title: EVP Network OPS

                                   Page 7 of 9


                                    EXHIBIT A

1. FUSION GATEWAY LOCATION ("POP"): For all TDM services rendered by Provider to
Purchaser under this Agreement, the Fusion Gateway Location ("POP") shall be the
facilities  maintained  by Fusion at 75 Broad St.,  New  York,NY.  Purchaser  is
responsible for all connection fees,  circuit costs of local loop fees necessary
for connection to Provider.  If Purchaser  does not fulfill the monthly  minimum
minutes per T-1 (100,000 minutes monthly),  a monthly charge of $350.00 per DS-1
will be separately billed to Purchaser by Provider on the first of the month.

3. RATES: The following rates shall apply to the Services rendered by Provider:

Provider rates to follow

                                    EXHIBIT B



420 Lexington Ave, Ste 518 - New York, NY 10170
Chase Manhattan Bank
ABA #: 021000021
Acct #:  777-390515

                                   Page 8 of 9


                                    EXHIBIT C


THE  UNDERSIGNED  CLAIMS  exemption  under Section  4235(f) of the United States
Internal  Revenue  Code from the taxes  imposed by Section 4251 and any state of
other codes that may apply to the taxation of communication services.

THE UNDERSIGNED AGREES to notify Fusion Telecommunications  International,  Inc.
in writing when the basis for tax exemption indicated above changes or ceases to

THE UNDERSIGNED  UNDERSTANDS  that the fraudulent use of this  certificate  will
subject  all  guilty  parties  to  criminal  penalties  resulting  in  fines  or

Billing Name of Account:                   Teleco Group, Inc.

Signature of Authorized Representative:       /Douglas B. Barley/
Printed Name:                              Douglas B. Barley
Title:                                     CFO

                                   Page 9 of 9

                          COLOCATION LICENSE AGREEMENT

This Colocation  License Agreement  ("Agreement") is made and entered into as of
this 28 day of Jan.,  2002  between,  Fusion  Telecommunications  International,
Inc., a Delaware  corporation with its principal office located at 420 Lexington
Avenue,  Suite 518,  New York,  NY 10170  ("Fusion")  and Telco  Group  Inc.,  a
Delaware  corporation  with its  principal  office  located at 30-50  Whitestone
Expressway, Suite 101, Flushing, NY 11354 ("Telco Group" or "Licensee").

A. Fusion is engaged in the business of providing  customers with networking and
telecommunications services through its telecommunications facilities, including
the  facility  located  at 75  Broad  Street,  19th  Floor,  New  York,  NY (the

B.  Fusion  has the  right  to  permit  other  telecommunications  companies  to
collocate with it at the Facility, as long as other collocations do not infringe
upon the space occupied by Licensee.

C. Telco Group desires to enter into an agreement with Fusion for the use of the
Facility for the purpose of installing  equipment and operating its network, and
Fusion desires to grant to Licensee the right to use the Facility upon the terms
and conditions set forth below.

NOW,  THEREFORE,  in  consideration of the following mutual exchange of promises
and covenants, the parties agree as follows:


     (a) Subject to the terms and  conditions  contained  herein,  Fusion hereby
grants to Telco Group an  exclusive  license to install,  operate,  and maintain
certain  communications  equipment of Licensee in the Facility.  Licensee  shall
have use of the  equipment  space  described in Exhibit A  ("Equipment  Space").
Telco Group shall also be afforded  the use of other  ancillary  services of the
Facility, including, but not limited to, battery backup or uninterruptible power
supply, electricity and air conditioning.

    (b) Fusion hereby reserves all rights not specifically  granted to Licensee,
including,  without  limitation,  the  right  to:  (1)  access to and use of the
Facility for its own use and for the use of its agents and licensees;  (2) grant
additional  licenses to other uses;  and (3)  exercise or grant other rights not
inconsistent with the rights granted hereunder.

    (c) This License is expressly made subject and  subordinate to the terms and
conditions of any underlying  ground or facilities lease or other superior right
by which Fusion has acquired its interest in the  Facility.  Licensee  agrees to
comply with any terms and conditions of such superior  right.  If the consent of
the holder of such superior  right is required in order for the parties to enter
into the  License,  then this  License  shall not  become  effective  until such
consent is obtained.  If any action or consent is required of Licensee under the
terms of such superior right, Fusion agrees to provide to Licensee,  within (30)
days following  receipt of Licensee's  written request,  copies of any documents
evidencing any such superior rights.

2.  TERM:

(a) Telco Group's license to occupy the space described in Exhibit A shall begin
on February 7, 2002, or the date of the completion of the  infrastructure  build
out of the space  ("Commencement  Date").  The "Minimum  Term" of the Customer's
license  to  occupy  the  Equipment  Space  shall  be two  (2)  years  from  the
commencement date.

(b) If Fusion fails for any reason to tender  possession of the Equipment  Space
to Telco  Group  Inc.  within  ninety  (90) days of the date of this  Agreement,
Licensee may, upon written  notice to Fusion,  declare this  Agreement  null and
void.  If  Licensee  declares  this  Agreement  null and  void,  it shall not be
obligated to pay any fees hereunder and Fusion shall refund all fees and charges
paid in advance by licensee.

(c)  Provided  that  Licensee is not in default of this  Agreement  with Fusion,
Licensee shall have the option, upon thirty (30)

                                     Page 1


                          COLOCATION LICENSE AGREEMENT

days  prior  written  notice to  Fusion,  to renew  its  license  to occupy  the
Equipment Space for an additional  period of one (1) year ("Renewal  Period") on
the terms and conditions which are set forth in this Agreement. The Minimum Term
and any and all Renewal Periods may be collectively referred to as the "Term."

 (d) Any option Granted to Licensee to renew its license to occupy the Equipment
Space  shall be  contingent  upon the  election  by Fusion to continue to own or
lease the Premises in which the  Equipment  Space is located for the duration of
the Renewal Period(s), with such election to be exercised at the sole discretion
of Fusion.


(a) As a license fee for use of the Equipment  Space and the Facility during the
term of the License,  Licensee shall pay to Fusion a monthly recurring charge of
$8,150.00  (Eight  Thousand One Hundred Fifty  dollars) for year 1 and $8,254.17
(Eight Thousand Two Hundred  Fifty-four dollars and Seventeen cents) for year 2.
The monthly  recurring  charge  shall be due and payable in advance on the first
day of each calendar month during the term,  commencing with the installation of
the equipment in the Equipment Space, or the Commencement Date, whichever occurs
earlier.  If the term commences or ends on a day other than the first day of the
calendar  month,  then the monthly  recurring  charge for the month in which the
term  commences  or ends shall be  prorated  (and paid at the  beginning  of the
month) in  proportion  that the number of days this License is in effect  during
such  month  bears to the total  number  of days in the  month.  If the  monthly
recurring  charge is not paid when due,  the  amount  due and  payable  shall be
subject to a late payment charge equal to two percent (2%) of such amount.

(b) In addition,  Licensee shall pay to Fusion,  within ten (10) days of receipt
of an invoice from Fusion,  all pre-approved  costs incurred by Fusion in making
modifications  or  improvements  to the  Facility  or the  Equipment  Space  for
Licensee,  or for fire suppression,  energy sources or other utilities,  and the
costs of any work or service performed for, or facilities furnished to, Licensee
to a  greater  extent  or in a manner  more  favorable  to  Licensee  than  that
performed for or furnished to others within the Facility. A preliminary estimate
of these  types of costs  which  Fusion  will  initially  incur,  and for  which
Licensee shall reimburse Fusion within thirty (30) days of receipt of an invoice
from Fusion,  is set forth on the attached  Exhibit B. If any such costs are not
paid when due,  the amount due and payable  shall be subject to a later  payment
charge equal to two percent (2%) of such amount.

4. USE OF THE FACILITY:  Licensee shall use the Facility and the Equipment Space
solely  for  the  purpose  of   installing,   maintaining   and   utilizing  the
communications  equipment and other personal  property of Licensee  installed in
the Facility pursuant to the terms of this License for interconnection  with the
facilities  of Fusion and the local  exchange  carriers and  competitive  access
providers  that are present in the  facility,  or brought  into the  Facility by
licensee,  and for no other purpose.  Licensee shall not use the Facility of the
Equipment Space except in accordance with the terms of this License.

In its use of the Facility and the Equipment Space, Licensee shall not interfere
with,  or connect its  equipment to that of, any customer of Fusion or any other
tenant or licensee within the Facility.

Except as otherwise provided herein,  Licensee's equipment shall remain the sole
property of Licensee,  and Fusion's  equipment shall remain the sole property of
Fusion.  Licensee expressly disclaims any right, title, or interest in or to any
of  Fusion's  equipment  or  property  of  that of any of  Fusion's  affiliates,
customers,  agents or licensees,  whether located in the Facility, the Equipment
Space, or elsewhere.

have  unrestricted  access to the  Equipment  Space for 24 hours a day, 7 days a

by Licensee shall be conclusive  evidence that Licensee accepts the Facility and
the Equipment  Space "as is, " and that the Facility and the Equipment Space are
suitable for the use intended by Licensee and were in satisfactory  condition at
the time the equipment was installed.

7.  MAINTENANCE  OF  PERMISES:  Licensee,  at its own  cost and  expense,  shall
protect,  maintain and keep in good order the Equipment  Space and any equipment
in the  Equipment  Space,  and  shall  ensure  that  neither  Licensee  nor  its
employees,  agents, contractors or invitees damage any part of the Facility, the
Equipment Space, and/or any equipment located in or about the Facility. Licensee
shall not maintain or permit any nuisances or violations of governmental laws,

                                     Page 2

                          COLOCATION LICENSE AGREEMENT

rules, regulations,  or ordinances with respect to the Facility.  Licensee shall
ensure that its employees, agents, contractors, or invitees shall not permit any
explosive,  flammable,  or  combustible  material  or  any  hazardous  or  toxic
materials,  as defined under  applicable  state,  federal or local laws,  rules,
regulations,  or ordinances  to be located in or about the  Facility,  except in
compliance with all applicable laws, rules, regulations, and ordinances.

8.  ALTERATIONS:  Without  the prior  approval  of  Fusion,  Licensee  shall not
commence any addition or alteration to the Facility,  the Equipment Space,  that
would in any way result in an increased cost to Fusion, or that might affect the
use of the Facility or other equipment by Fusion or any other licensee. Whenever
Fusion's approval of work is required,  Licensee shall deliver a written request
for  consent  to  Fusion,  specifying  the names and  addresses  of the  desired
contractors  or  subcontractors,  along with a description of the services to be
performed,  and the  desired  dates and  times of  service.  If Fusion  does not
respond  to  Licensee's  written  notice  requesting  approval  within  ten (10)
business days,  approval is deemed to have been given. In addition,  if approval
of any contractor or subcontractor is required by the terms of an agreement with
a lessor or other  party  holding a superior  interest in the  Facility.  Fusion
shall also submit the  written  request to such other  party for  approval,  and
Licensee's use of contractors shall be subject to the landlord's approval as set
forth in the underlying lease.

Licensee  shall pay or cause to be paid all costs and  charges (a) for work done
by Licensee or caused to be done by Licensee in or about the  Facility;  (b) for
all  materials  furnished  for or in  connection  with  such  work;  and (c) for
alterations  or additions to the  Facility or equipment  that require  Fusion to
incur costs.  Licensee  shall  indemnify  Fusion against and hold Fusion and the
Facility  free and clear of and from all  mechanics'  liens and claims of liens,
and all other liabilities,  liens,  claims,  demands,  costs and expenses of any
kind on account of such work done by or on behalf of Licensee.  If any such lien
is filed at any time against the Facility,  or any part thereof,  Licensee shall
cause such lien to be discharged of record within ten (10) days after the filing
thereof,  except that if Licensee  desires to contest such lien, it will furnish
Fusion, within such ten-day period,  security reasonably  satisfactory to Fusion
of at least 100% of the amount of the claim,  plus estimated costs and interest.
If a final  judgment  establishing  the  validity or existence of a lien for any
amount is entered,  Licensee  shall pay and satisfy the same without  delay.  If
Licensee fails to pay any charge and related costs and interest,  and the amount
so paid,  together with  reasonable  attorneys' fees incurred in connection with
such lien, will be immediately due from Licensee to Fusion. Nothing contained in
this License  shall be deemed to  constitute a consent or agreement of Fusion to
subject the Facility to  liability  under any  mechanics'  or other lien law. If
Licensee  receives  notice that a lien has been or is about to be filed  against
the Facility,  or any action  affecting title to the Facility has been commenced
on  account of work done by or on behalf of, or  materials  furnished  to or for
Licensee,  Licensee will  immediately give Fusion written notice of such notice.
At least fifteen (15) days before  commencement  of any work  (including but not
limited to any maintenance,  repaired, alterations,  additions,  improvements or
installations)  in or to the Facility or the Equipment Space by or for Licensee,
Licensee  will  give  Fusion  notice  of the  proposed  work and the  names  and
addresses of the persons  supplying  labor and materials for the proposed  work.
Fusion  shall  have the right to post  notices of  nonresponsibility  or similar
notices at the Facility in order to protect the Facility against any such liens.

9.  COMPLIANCE  WITH LAWS:  Licensee shall, at Licensee's sole cost and expense,
comply with all federal,  state and local laws, rules,  regulations,  ordinances
and  requirements,  whether  now in force or  hereinafter  enacted,  relating to
Licensee's use of the Facility and the Equipment Space. Licensee will obtain all
required  permits  and  licenses  pertaining  to  the  installation,  operation,
maintenance and repair of its equipment in the Facility and the Equipment Space.




                                     Page 3


                          COLOCATION LICENSE AGREEMENT


(b)  Licensee  agrees to indemnify  and hold  harmless  and defend  Fusion,  its
employees, officers, directors, contractors, and agents from and against any and
all  demands,  claims,  causes of action,  fines,  penalties,  damages,  losses,
liabilities,  judgements,  and expenses (including without limitation attorneys'
fees and court costs) incurred in connection with or arising from:

         (1) The use or  occupancy  of the Facility  and/or  Equipment  Space by
         Licensee or any person claiming under Licensee;

                  (2)  Any activity, work or thing done or permitted by Licensee
                       in or about the Facility and/or Equipment Space;

                  (3)  Any act, omission,  negligence,  or willful misconduct of
                       Licensee or any person  claiming under  Licensee,  or the
                       employees, agents, contractors,  invitees, or visitors of

                  (4)  Any breach,  violation,  or nonperformance by Licensee or
                       any person  claiming  under  Licensee,  or the employees,
                       agents, contractors, invitees, or visitors of Licensee of
                       any term,  covenant,  or provision of tis License, or any
                       law,  statute,  ordinance or governmental  requirement of
                       any kind;

                  (5)  Any injury or damage to the person, property, or business
                       of  Licensee,   its   employees,   agents,   contractors,
                       invitees,  visitors,  or any other  person  entering  the
                       Facility  and/or the Equipment Space under the express or
                       implied invitation of Licensee.

If any action or proceeding is brought against Fusion, its employees,  officers,
directors, contractors or agents by reason of any such claim, Licensee shall, on
notice from Fusion,  defend the claim at  Licensee's  sole cost and expense with
counsel reasonably satisfactory to Fusion. The obligations of this section shall
survive the expiration or other termination of this License.

         12.  ASSIGNMENT AND  SUBLICENSING:  This License may be freely assigned
              by Fusion.  Licensee shall not sell, assign,  pledge,  encumber or
              otherwise  transfer by operation  of law or  otherwise  all or any
              part of Licensee's rights or obligations  under this License,  nor
              permit  any other  person to  occupy  or use the  Facility  or the
              Equipment  Space or any portion  thereof,  without first obtaining
              Fusion's  prior  written   consent,   which  consent  may  not  be
              unreasonably  withheld.  Licensee  shall notify  Fusion sixty (60)
              days  prior  to the  effective  date of any  proposed  assignment,
              advising Fusion of its intention to assign this License.

         13.  SERVICES  PROVIDED  BY FUSION:  Fusion  shall make  available  the
              following services for Licensee's use of the Equipment Space:

                  (a)  HVAC sufficient to maintain an ambient  temperature of 50
                       to 86 degrees F and relative noncondensing  humidity.

                  (b)  Fire  suppressions  system,  either  sprinkler  system or
                       other system that conforms with local, state, and federal
                       laws and regulations.

                  (c)  Grounding.

Licensee  shall pay to Fusion the costs of labor and  materials  and other costs
incurred by Fusion to make the services available to Licensee hereunder.


              of any damage,  destruction,  or condemnation of the Facility that
              renders  the  Facility  or  the   Equipment   Space   unusable  or
              inoperable,  Fusion shall have the right to terminate this License
              and all of its duties and obligations  hereunder by giving written
              notice to  Licensee  within  ninty (90) days  after  such  damage,
              destruction or condemnation.

                                     Page 4


                          COLOCATION LICENSE AGREEMENT

         15.  EVENTS OF DEFAULT

                  (a)  The occurrence of any one or more of the following events
                       shall  constitute a default and breach of this License by
                       Licensee ("Event of Default"):

                           (1)  Licensee's failure to pay when due any recurring
                                monthly  license or service  fees,  any  initial
                                installation  charges,  or any other amount,  if
                                any  such  failure  continues  for five (5) days
                                after  notice  of  nonpayment  has been  givento

                           (2)  Licensee's  failure to  perform  or observe  any
                                other  term,   covenant  or  condition  of  this
                                License,  if the  failure  continues  for thirty
                                (30)  days  after   notice  has  been  given  to

                           (3)  Licensee's  abandonment  of the Facility  and/or
                                the Equipment Space.

         16.  SURRENDER OF THE PREMISES:  Within fifteen (30) days of expiration
              or earlier termination of this License,  Licensee shall remove its
              equipment  from the Facility at Licensee's  sole cost and expense.
              Licensee shall  surrender the Equipment  Space in good  condition,
              reasonable wear and tear excepted. If Licensee fails to remove its
              equipment and other  personal  property  from the Facility  within
              fifteen  (30)  days  after  the  date  of   expiration   or  other
              termination,  Fusion may remove and store such items at Licensee's
              sole cost and expense.

         17.  FORCE MAJEURE:  Should the performance of any act required by this
              License,  other than the payment of money, be prevented or delayed
              by  reason  of an act of God,  strike,  lockout,  labor  troubles,
              inability of Fusion to secure  materials  necessary to provide the
              services,  restrictive  governmental  laws or regulations,  or any
              other cause  beyond the  control of the party  required to perform
              the act, the time for  performance of the act during the period of
              delay will be excused.

         18.  GOVERNING  LAW: This License shall be governed by and construed in
              accordance with the laws of the State of New York .

         19.  INTERPRETATION:  Fusion and Licensee  hereby  expressly agree that
              this License constitutes a mere license and not an interest in the
              Facility or the Equipment Space.

         20.  WAIVER: No waiver by Fusion of any default or breach of Licensee's
              performance  of any term,  condition,  or covenant of this License
              shall be deemed to be a waiver of any subsequent default or breach
              by Licensee of the same or any other term, condition,  or covenant
              contained in this License.

         21.  NOTICES:  All  notices  required  to  be  given  by  either  party
              hereunder  shall be in writing  and  delivered  by hand,  courier,
              overnight delivery service or registered or certified mail, return
              receipt requested.  Any notice or other  communication  under this
              License  shall be deemed given when  received or refused and shall
              be directed to the following addresses:

         (a) If to Fusion:     Fusion Telecommunications International, Inc.
                               Attention: General Counsel
                               420 Lexington Avenue
                               Suite 518
                               New York, New York 10170
                               Telefax: 1-212-972-7884

         (b) if to Licensee:   Teleco Group Inc.
                               30-50 Whitestone Expressway, Suite 101
                               Flushing, NY 11358
                               Telefax: 1-718-358-4625
                               Attn: Sam Tawfik, CEO and Chairman

                                     Page 5

                          COLOCATION LICENSE AGREEMENT

         Either  party may change its  address for  purposes of this  section by
notice similarly given.

         22.  TERMS AND HEADINGS:  The section titles of this License shall have
              no effect  upon the  construction  or  interpretation  of any part

         23.  SUCCESSORS:  This  License  shall  inure to the  benefit of and be
              binding on the parties, and their heirs, successors.  Assigns, and
              legal representatives, but nothing contained in this section shall
              be construed to permit an assignment or other  transfer  except as
              specifically provided herein.

         24.  SEVERABILITY:  Any  provision of this License which shall prove to
              be invalid,  void, or illegal shall in no way affect,  impair,  or
              invalidate any other provision hereof and the remaining provisions
              hereof  shall  remain  in full  force and  effect to the  greatest
              extent permitted by law.

         25.  RULES  AND  REGULATIONS:   Licensee  and  its  employees,  agents,
              contractors,   and  invitees   shall  abide  by  and  observe  all
              reasonable  rates and  regulations as may be promulgated by Fusion
              or Fusion's lessor for the maintenance and use of the

         26.  Facility.  Notice of the rules and  regulations  will be posted or
              provided to Licensee.  Fusion may periodically amend or supplement
              the rules and regulations at its sole discretion.

         27.  AMENDMENT AND MODIFICATION:  This License may be amended,  changed
              or  modified  only by an  instrument  in  writing  signed  by duly
              authorized   representatives  of  the  parties  hereto.   Licensee
              expressly  agrees to execute any  amendment to this License  which
              may  be  required  by a  holder  of a  superior  interest  in  the
              Facility,   which  does  not  materially   and  adversely   affect
              Licensee's rights under this License,  within fifteen (30) days of
              a written  request by Fusion or Fusion may terminate  this License
              on notice to Licensee.

         28.  ATTORNEYS'  FEES: If either party  commences an action against the
              other  party  arising  out  of or  concerning  this  License,  the
              prevailing   party  in  such  litigation   shall  be  entitled  to
              reasonable  attorneys  fees and costs in  addition  to such  other
              relief as may be awarded.

         29.  USE OF NAME:  Licensee  shall submit to Fusion all news  releases,
              advertising and other publicity  material  related to this License
              wherein  Fusion's name is mentioned or language is used from which
              a connection to Fusion's  name therein may, in Fusion's  judgment,
              be inferred or implied.  Licensee  shall  neither  publish nor use
              such  material nor use Fusion's  name,  without the prior  written
              consent of Fusion.

         30.  COUNTERPARTS:   This   License   may  be   executed   in   several
              counterparts,  each of which shall  constitute an original but all
              of which shall constitute one and the same instrument.

         31.  ENTIRE  AGREEMENT:  This License contains all of the agreements of
              the parties  concerning the Facility and the Equipment  Space, and
              there are no verbal or other  agreements,  which  modify or affect
              this License. This License supersedes any and all prior agreements
              made or executed by or on behalf of the parties  hereto  regarding
              the Facility and the Equipment Space.

         IN WITNESS  WHEREOF,  the parties have  executed this License as of the
date first above written.

         INTERNATIONAL, INC.                      LICENSEE:  TELCO GROUP INC.

         By:  ___/ Matthew Rosen /______          By: ___/ Sam Tewfik /_______

         Print Name:  Matthew Rosen               Print Name:  Sam Tewfik_______

         Title: COO                               Title: CHIEF EXECUTIVE OFFICER

                                     Page 6


                          COLOCATION LICENSE AGREEMENT

                                    EXHIBIT A


1.   Serving Switch Location: 75 Broad Street 19th Floor New York, NY

2.   Equipment Space: 1,000 Square Feet (RSF), including enclosed office space.
     Equipment space is bounded by columns A1, A2, B1, and B2. (see attached

3.   Initial Term: Two (2) years

4.   Monthly Recurring License and Service Fees: Year 1 Year 2
                    Equipment and Office Space       3,250.00          3,354.17
                    DC/Power 200 AMP                 4,000.00          4,000.00
                    Electricity                        900.00            900.00

                    Monthly Recurring Charge        $8,150.00         $8,254.17

                                     Page 7