MASTER SERVICES AGREEMENT

(TERMS AND CONDITIONS)
This Master Services Agreement ("MSA") is incorporated into and made a part of the Service Agreement(s) to which it is attached between nexSIP, Inc., ("nexSIP") and the named customer ("Customer").

1. DEFINITONS/SCOPE. The Customer agrees to subscribe to the telecommunications services (the "Services") offered by nexSIP (or corporate affiliates/third parties under agreements with such) as described In the Service Agreement, this MSA, and the Service Level Agreement ("SLA") (collectively, the "Agreement"), which are incorporated herein, and made a part hereof, by reference. In the event of a conflict between the terms and conditions contained in this Agreement and any of the Schedules or the SLA, the terms and conditions of the Schedules or SLA shall govern. nexSIP reserves the right to unilaterally amend all terms and conditions including pricing In response to, among other things, regulatory changes or third-party costs beyond the control of nexSIP that materially alter the feasibility or economics of the Services provided by nexSIP hereunder. Any costs associated with modifying or reprogramming Customer's equipment to make it compatible with nexSIP-provided Service will be the responsibility of Customer. All offers are subject to credit approval.

2. TERM. Unless otherwise specified, the term of this Agreement shall commence the date of execution of the Agreement, or if earlier, on the Service Activation Date (the "Effective Date") and shall continue for the term stated in the Service Agreement. The Service Activation Date is the actual date that Services are activated by nexSIP and available for use by the Customer. The term for Service Agreements having a defined term automatically renews for successive terms of like duration at nexSIP's standard pricing then-existing at the time of renewal, unless (i) nexSIP or Customer provides written notice of termination at least 30 days prior to the end of the current term (ii) or the automatic renewal is prohibited by law. Customers who decline term plan renewal but retain nexSIP Service will be converted automatically to a month-to-month agreement at the end of the current term. Month-to-month customers may not be entitled to prior term-plan pricing or discounts. Month-to-month Service Agreements may be terminated by either party on 30 days written notice. Notwithstanding anything to the contrary in the Service Agreement, the term of this MSA shall be coterminous with any Service Agreement still in effect between the parties.

3. CHARGES AND EXPENSES OF COLLECTION. Charges under this Agreement accrue from the Service Activation Date. nexSIP shall invoice, and Customer shall pay, within thirty (30) days following the date of any invoice (the "Due Date"), all monthly recurring charges for Services provided under this Agreement, in addition to any federal and state taxes, surcharges and other governmental impositions (e.g., end user common line charges, federal, state and local use, excise, sales and privilege taxes; surcharges related to universal service programs, emergency telephone service (911/E-911) and telecommunications relay service for the hearing impaired; payphone surcharges; and other similar surcharges for required programs). If Customer is entitled to an exemption from any applicable taxes, Customer is responsible for presenting nexSIP with a valid exemption certificate (in a form reasonably acceptable to nexSIP). Customer shall also pay, as invoiced, for anyone-time charges for initial installations or other non-recurring charges, Customer shall pay the recurring charges monthly, in advance of the month In which Service is provided. All non-recurring charges or one-time charges will be invoiced separately on the Service Activation Date.

1. nexSIP shall not be responsible for wrong numbers made to Customer's toll-free number or Local number.
2. All costs and expenses, including but not limited to attorneys' fees, expenses, court costs, and service charges, Incurred by nexSIP In collecting payment for any amount due under the Agreement (e.g., monthly recurring charges, one time charges, early termination charges) will be an expense of and charge to Customer.
3. For purposes of this Agreement, payments are considered to be made when they are actually received by nexSIP. All accounts for Services shall be considered past due thirty (30) days after the invoice date. Late payment charges will be billed from and after the Due date at the rate of 1.5% per month or the maximum lawful rate allowable under state law, whichever is lower.
4. nexSIP may at in time, in its sole discretion, require Customer to pay a security deposit in the amount of two (2) times the actual or estimated monthly usage.
5. If Customer reasonably disputes any portion of a nexSIP invoice, Customer must pay the undisputed portion of the invoice and submit written notice of the claim for the disputed amount. All claims (except those for Service Credits) must be submitted to nexSIP in writing within thirty (30) days from the date of the invoice for those Services. Customer waives the right to dispute any charges not disputed within such thirty (30) day period. In the event that the dispute is resolved against Customer, Customer shall pay such amounts plus interest at the rate referenced in Section 3.3.
6. Terms for billing periods, security deposits, and payment terms shall be amended to this Agreement, and may be modified are necessary by nexSIP.

4. DIRECTORY LISTING. For Local Line Services, Customer's name, address, telephone number and any other information listed on the Agreement are certified as correct by the Customer, and it is understood and agreed that Customer's white page directory listing will appear using that information. It is Customer's sole responsibility to inform nexSIP in writing of any change in the information at least 90 days prior to the local telephone directory issue date, which will be provided to Customer upon request. Customer releases nexSIP from any and all damages related to or arising out of telephone number publication or distribution and/or related to any error, Including listing omissions or errors, pertaining to a directory listing.

5. 911/E-911. Prior to the Initialization of service, the Customer shall provide accurate End User name and address Information where the service will first be utilized (also known as "Registered Location") for the purpose of updating the E-911 Data Base. If the End User address provided on a Service Order does not convert to a valid Master Street Address Guide (also known to as the "MSAG") address for the End User locality, nexSIP will notify Customer and stop all processing of the order until Customer provides an MSAG-compatible address. Customer assumes all responsibility for the accuracy of the End User data that Customer provides to nexSIP for entry Into the E-911 Data Base. Customer bears the responsibility to notify nexSIP of any changes to the End-User Data. Customer shall indemnify and hold nexSIP harmless from any claims,' damages, or suits related to the accuracy of data provided by Customer for inclusion in the E-911 Data Base. Customer will provide (and update as necessary) nexSIP with accurate information related to E-911 Service, including, but not limited to: location of individual telephone stations and a description of Customer's facilities, equipment and software for the Services. If nexSIP's services may be used by the Customer from more than one physical location, nexSIP will provide Customer with a method of timely updating the information about Customer's physical location. It Is Customer's responsibility to update the physical location information if It differs from the prior Registered Location. Based upon the information supplied by Customer, nexSIP will provide the Services and advise the appropriate agencies as required. Customer acknowledges and understands that access to emergency services through 911 and E-911 calls is limited. Customer Acknowledges and understands that the Voice Service supports E-911 (where available) and that access to emergency service only if the service is operated from the service location of record and then only if subscriber has an active connection to the service, in accordance with the terms of the User Agreement. Subscriber acknowledges and understands that if there is a service outage (even related to extended Power outages) for any reason, such outage may prevent all voice service, including 911 dialing. Customer also acknowledges that it may take nexSIP up to thirty (30) days to get the correct address information to E-911 database and that during that time the E-911 database may have the wrong address information. Customer will indemnify and hold nexSIP, its affiliates, directors, officers, employees and agents from and against all claims, demands, actions, causes of action, damages, liabilities, losses and expenses (including reasonable attorneys fees) Incurred as a result of any act or omission, representation or statement by Customer, its affiliates, directors, officers, employees or agents related to E-911 Services.

6. DEFAULT & TERMINATION. Customer or nexSIP may terminate this Agreement during a term only for cause (un-cured material breach) after giving 30 days prior written notice with no further obligations. Prior to any party having ability to terminate for Cause, a party shall be required to give written notice to the breaching party of any alleged breach giving Cause and allow 30 days for the breaching party to cure such breach. Notwithstanding the foregoing in the event of the failure by customer to make payment on or before the Due Date, nexSIP shall, at its option have the right, upon (3) days prior written notice, to terminate the Services previously provided under this Agreement. For purposes of this Agreement and subject to the exclusive remedies set forth in the SLA, "Cause" shall mean any un-cured material breach of the terms of this Agreement. If nexSIP terminates this Agreement WITH CAUSE or Customer terminates this Agreement WITHOUT cause, nexSIP in entitled to all collection expenses, attorney's fees and costs. In the event of termination of Services by nexSIP WITH cause or by the Customer WITHOUT cause, Customer shall also pay the charges set forth below:

1. For termination prior to installation of Service and after execution of this Agreement, early termination charges shall be the greater of three hundred dollar ($300.00) or those expenses incurred by nexSIP through the date of termination.
2. For termination after the Service Activation Date, Customer shall be obligated to pay an early termination charge of 75% of the last three months' average billing or if the Agreement was terminated before three months had transpired 75% of the average of the any monthly billing multiplied, as the case may be, by the number of months remaining for the Services under the term of the Agreement.
3. In all cases for Termination by nexSIP WITH cause or by the Customer WITHOUT cause, in addition to the charges identified in Section 6.1 and 6.2 above, the Customer shall pay for Services actually received; repay nexSIP for any and all credits, discounts, and/or waived installation costs received in anticipation of a long-term Agreement; and reimburse nexSIP for the reasonable costs it incurred in setting up Customer's Service (including the costs of any equipment installed and not returned in "as new" condition).

7. Customer agrees that nexSIP's damages for early termination would be difficult to determine, and the termination charge(s) constitutes a reasonable estimate of appropriate liquidated damages and that such is not a penalty. In the event Customer cancels services In writing (nexSIP's Cancellation Form) charges for services will stop billing at the end of the applicable billing period.

8. SERVICE OUTAGES AND SERVICE LEVEL AGREEMENT. Customer acknowledges, agrees, and understands that there is the possibility of an unscheduled, continuous, and/or uninterrupted period of time during which the Service does not conform to the Service Level Agreement ("SLA") as set forth and maintained on nexSIP's website (www.nexsip.com). Each Service Outage is treated as a discrete event; therefore, the credits specified in the SLA shall be given for each separate Service Outage. The number of minutes of separate Service Outages will not be cumulated to determine the percentage of credit. The failure of any Service to comply with the SLA shall not be deemed a breach of warranty or contract by nexSIP, but may obligate nexSIP to provide Customer with outage credits pursuant to the terms and conditions of the SLA. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CUSTOMER AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY, AND NEXSIP'S SOLE AND EXCLUSIVE OBLIGATION, IN THE EVENT OF ANY BREACH OF THIS AGREEMENT OR OF THE PERFORMANCE LEVELS IN THE SLA, OR FOR ANY OTHER REASON, SHALL BE FOR NEXSIP, AT ITS OPTION, TO REPLACE AND/OR REPAIR THE DEFECTIVE SERVICES, PROVIDED HOWEVER THAT IN THE EVENT ANY OF SERVICE INTERRUPTION THAT IS COVERED BY THE SLA, THEN, IN ADDITION TO THE FOREGOING, NEXSIP MAY BE OBLIGATED TO PROVIDE OUTAGE CREDITS IN ACCORDANCE WITH THE TERMS OF THE SLA.

9. Customer shall allow nexSIP access to the Customer's premises to the extent reasonably determined by nexSIP for the installation, inspection, and scheduled or urgent maintenance relating to the Service. nexSIP shall notify Customer at least two (2) business days in advance of any scheduled maintenance that will require access to the Customer premises or that may result in a material interruption of Service. Customer will be responsible for providing and maintaining, at its own expense, the level of power, heating and air conditioning necessary to maintain the proper environment for the network facilities on the Customer's premises. In the event Customer fails to do so, Customer shall reimburse nexSIP for the actual and reasonable cost of repairing or replacing any equipment damaged or destroyed as a result of Customer's failure. Customer will provide a safe place to work and comply with all laws and regulations regarding the working conditions on the Customer's premises.

10. LIMITATION OF LIABILITY. NEXSIP MAKES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. IN CONSIDERATION OF THE RATES AND CHARGES SPECIFIED HEREINAND THE DISCOUNT APPLIED IN CONNECTION THEREWITH, NEXSIP'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY AGAINST NEXSIP FOR THE FAILURE OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION UNDER THIS AGREEMENT, SHALL BE LIMITED TO A REFUND OF THE AMOUNTS PAID TO NEXSIP DURING THE PERIOD OF TIME (IN EXCESS OF 4 HOURS) THAT THE SERVICES CONTRACTED BY CUSTOMER FROM NEXSIP WERE INTERRUPTED OR NOT PROVIDED AS REQUIRED. IN NO EVENT SHALL NEXSIP BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST REVENUES, PROFITS, OR GOODWILL OF ANY KIND, WHETHER OR NOT NEXSIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAES COULD HAVE BEEN OR ACTUALLY WERE CONTEMPLATED BY THE PARTIES. NEXSIP MAKES NO WARRANTIES REGARDING ANY PRODUCTS OR SERVICES PROVIDED OR INSTALLED ON CUSTOMERS BEHALF, BUT NEXSIP SHALL, WHEN POSSIBLE, ASSIGN TO CUSTOMER THE BENEFITS OF ANY WARRANTIES, OR SIMILAR PROTECTIONS PROVIDED TO NEXSIP BY ITS VENDORS OR SUPPLIERS. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY DESCRIBED HEREIN.

11. FRAUD. Customer is responsible for all charges attributable to Customer incurred respecting Service, even if incurred as the result of fraudulent or unauthorized use of Service; except Customer shall not be responsible for fraudulent or unauthorized use by nexSIP or its employees.

12. FORCE MAJEURE. If performance by nexSIP of any obligation under this Agreement is prevented, restricted or interfered with by causes including without limitation failure or malfunction of Customer-supplied equipment, acts of God, explosions, vandalism, cable cut, storms, fires, floods or other catastrophes, power failure, national emergencies, insurrections, riots, wars, strike, lockouts, boycotts, terrorism, work stoppages or other labor difficulties, or any law, order, regulation or other actions of any governmental authority, agency, instrumentality, or of any civil or military authority, then nexSIP shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference. nexSIP shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance with reasonable dispatch.

13. ADDITIONAL PROVISIONS. This Agreement will not be assignable by Customer without the prior express written consent of nexSIP. The Agreement, including any Schedules, the SLA, Addenda, and any product-specific terms and conditions, constitutes the entire understanding between Customer and nexSIP and supersedes any prior agreements or understandings, whether written or oral. In the event of any conflict between this Agreement and the terms and conditions of any SLA and/or Schedule, the order of precedence is as follows: (1) the SLA, (2) this Agreement, and (3) the Schedule. If any part of a provision of this Agreement is invalid or unenforceable said part shall be ineffective to the extent of such Invalidity only, without in any way affecting the remaining parts of said provisions of this Agreement. In addition to any provisions that by their nature would survive, Sections 4, 5, 7, and B shall survive termination, cancellation or expiration of this Agreement. This Agreement shall be governed by the laws of the state of Utah. No failure by either party to enforce any right(s) hereunder shall constitute a waiver of such right(s).

14. INDEMNIFICATION. Customer shall indemnify, defend and hold harmless nexSIP, its employees and agents, from any and all losses, costs, damages, liabilities, actions, causes and action and expenses, including reasonable attorneys fees, arising out of, in whole or in part, directly or indirectly, as a result of or attributable to the use of the Services by Customer or any other person or party including any claims for libel, slander, or infringement of copyright or trademark.

15. 800/LOCAL NUMBERS. Customer acknowledges that Customer shall not own, nor have any proprietary interest in, any In-bound, toll free/local number and, further, that a reservation of an in-bound, toll free/local number shall not constitute, nor be construed, as a guarantee that the Customer will be assigned a requested in-bound, toll free/local number. The Customer shall not be entitled to rely upon, use or otherwise advertise or publicize an in-bound, toll free/local number until the Customer's credit is approved, in writing, by a representative authorized by nexSIP to approve such credit and the Customer completes a test call(s) to the satisfaction of nexSIP.

16. NEXSIP Acceptable Use Policy. Customer hereby acknowledges that Customer has read, and is familiar with, nexSIP's
Acceptable Use Policy ("AU pit) listed below. Customer hereby acknowledges that any violation of the AUP by Customer shall
entitle nexSIP to terminate or suspend the Services provided hereunder to Customer.