VERIZON AGREEMENT

                                       LETTER OF AGREEMENT

    This letter of Agency (“LOA”) has been entered into this _______ day of ________________,
    2003, by and between FPTA Technologies, Inc., a corporation organized and existing under the
    laws of the State of Florida (hereinafter Aggregator Agent or “FPTA”) and
    ____________________________________________ maintaining its principal place of business
    at    __    at   ________________________________________________________(hereinafter
    “Customer” or “the company”) and includes the appropriate and approved tariffs, if required, of
    Verizon (Verizon California, Inc., Verizon Florida, Inc., Verizon Hawaii, Inc., Verizon Midwest,
    Inc., Verizon North, Inc., Verizon Northwest, Inc., Verizon South, Inc., Verizon Southwest, Inc.,
    and Verizon West Coast, Inc.). By signing this LOA, the parties agree as follows:

    1. FPTA has the authority to act for and on behalf of Customer as Aggregator Agent for the
    purpose of participating in Verizon’s Local Access Line Service (“LALS”) for Payphone Service
    Providers (“PSPs”) (hereinafter “the Plan”).

    2. Customer agrees that the person signing this LOA is authorized to act for and on behalf of the
    company and is authorized to bind the company for the purpose of participating in the Plan.

    3. Customer agrees to subscribe to Verizon’s local access line service directly from Verizon for
    each paystation subscribed to the Plan through this Agreement for the entire length of this
    Agreement. Compensation only applies to customer owned coin operated pay telephone lines
    purchased directly from Verizon within Verizon’s franchise area and does not apply to either
    resold lines or any other lines purchased from other companies.

    4. This Agreement is at all times subject to change or modification as the result of action(s) by
    state or federal utility commission(s). In the event there are regulatory changes that, in FPTA’s
    opinion, materially alter the terms of this Agreement, FPTA reserves the right to terminate this
    Agreement upon thirty (30) days written notice.

    5. FPTA agrees to pay a monthly rebate for each pay telephone access line subscribed to the Plan
    as set forth in Appendix A. All ANIs to be subscribed to the Plan must be received by Verizon
    through FPTA no later than the twentieth (20th) day of the month in order to receive compensation
    for the following month. Payment will normally be made to Customer within twenty days of
    receipt of payment from Verizon.

    6. Compensation for the one-time installation of new payphone local access lines is available at
    $75.00 per line. In order to be eligible for this one-time payment, Customer must report new line
    installations(s) in the manner requested by FPTA and/or Verizon from time to time and the line
    must be in service for a minimum of six (6) months before payment. This compensation excludes
    CLEC win backs and seasonal reconnects.

    7. Compensation is available under this Agreement for pay telephone local access lines in all
    states in which Verizon operates that were formerly Bell Atlantic network areas.

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                                                                            VERIZON AGREEMENT

    8. Customer understands that Verizon will pay dial-around compensation to FPTA for all lines
    subscribed to the Plan and that FPTA will forward all such amounts to Customer during the regular
    payment cycle, without any fees. Customer understands that Verizon billing records are the sole
    source for all payments under this Agreement and that FPTA shall be held harmless from any and
    all claims related to such data.

    9. This Agreement shall become effective on the date signed and shall remain in effect for one (1)
    year. After this initial term expires, this Agreement shall automatically renew for subsequent
    term(s) of one (1) year each, unless either party notifies the other in writing of his intent to
    terminate at least sixty (60) days prior to said expiration date, provided, however, that the
    Agreement between Verizon and FPTA remains in effect. Additionally, should Verizon reduce its
    commission payments to FPTA, customer shall have the right to terminate this Agreement with
    thirty (30) days written notice to FPTA.

    10. In the event either party breaches this Agreement and such breach is not cured within thirty
    (30) days of receiving written notification thereof, the non-breaching party may terminate this
    Agreement immediately and seek all available remedies at law or in equity.

    11. Any questions or disputes with regard to any of the provisions of this Agreement shall be
    resolved first by negotiation in good faith. Inability or failure to resolve any such dispute may
    constitute grounds for termination if a breach exists, in which case the procedures set forth above
    in Section 10 shall apply.

    12. To the extend allowed by law, Customer agrees to release, indemnify and hold FPTA harmless
    from any and all loss, claims, demands, suits, or other actions, or any liability, whether negligent
    or not, in any manner relating to or arising from this Agreement.

    13. Customer may not assign this LOA or any interest herein without the prior written consent of
    FPTA, which shall not be unreasonably withheld.

    14. Customer acknowledges that Verizon billing records shall be the sole source for the
    calculation of payments due under the Plan.

    15. Customer is responsible for any taxes that may be due on payments made under the Plan.

    16. Customer is responsible for identifying the telephone access lines qualifying for the Plan and
    for transmitting this information to FPTA in such manner as requested by FPTA from time to time.
    At the time this LOA is signed, Customer shall provide FPTA with a list of all billing telephone
    numbers to be subscribed to the Plan.

    17. Customer shall include under the Plan only those lines for which he is the customer of record
    or for which he is otherwise authorized to transact business. Customer understands that failure to
    comply with this provision may result in immediate termination of this Agreement, as well as
    forfeiture of any and all payments otherwise due and payable under this Agreement.

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                                                                                  VERIZON AGREEMENT

    18. The laws of the State of Florida shall govern this Agreement and venue shall lie in Leon
    County, Florida.

    19. The addresses of the parties for purpose of any notices under this LOA shall be:

                   For Aggregator Agent:

                                       FPTA Technologies, Inc.
                                       Verizon Local Access Line Plan Administration
                                       1140 Capital Circle SE, Suite 11
                                       Tallahassee, FL 32301

                   For Customer:

                                       Company Name

                                       Contact Person:


                                       Phone: _____________________ Fax: _______________________

                                       E-mail: ____________________________

This Letter of Agency is hereby agreed upon and accepted by both the Aggregator Agent and the

 Customer Signature                                                 Title

_________________________________________                          __________________________________
 Name (Printed or typed)                                            Date

_________________________________________                          __________________________________
 (FPTA) Aggregator Agent Signature                                  Title

_________________________________________                          __________________________________
 Name (Printed or typed)                                            Date

         YOUR CUSTOMER ACCOUNT NUMBER IS: ________________________________

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                                                                                      VERIZON AGREEMENT

                                      APPENDIX A – PAYMENT SCHEDULE

                                           Local Access Line Compensation

                                              Connecticut               $3.00
                                              Delaware                  $6.20
                                              DC                        $6.20
                                              Massachusetts             $6.20
                                              Maine                     $3.00
                                              New Hampshire             $3.00
                                              New York                  $0.00
                                              Rhode Island              $6.20
                                              Vermont                   $3.00
                                              West Virginia             $3.00
                                              *Former Bell Atlantic areas only

                            Non-Sent Paid Local and Non-Sent Paid IntraLATA and
                                      IntraLATA Direct Distance Dialed

        For the states listed above, Traffic Aggregator will receive a commission of forty-eight percent
(48%) of the revenue generated on billed 0+ and 0- non-sent paid local and intraLATA toll calls
originating from a paystation whose billing telephone number (“BTN”) is subscribed to the Plan and
delivered to Verizon for live or automated operator handling and call completion. This compensation
schedule shall also apply to Verizon intraLATA direct distance dialed (DDD or 1+) traffic (but not
local measured service). An individual BTN must be in service on Traffic Aggregator’s BTN list for a
minimum of one month to be eligible for compensation; however, Traffic Aggregator will receive pro-
rated compensation for any partial first or last month under this agreement. The completed contract,
along with the completed list of BTNs, must be received in Verizon’s main office, through FPTA, no
later than the 20th of the month to receive payment for the first month.

                                                                        Customer Initial __________
                                                                        FPTA Initial _____________

                                                                        FPTA/FPTA Technologies

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