SERVICE AGREEMENT


This  Customer  Service  Agreement  (CSA),   hereinafter   referred  to  as  the
"Agreement,"  entered into this 23rd day of June, 2003, by and between Netwolves
Network Services, Inc. ("NNSI"), and Swift Transportation Co., Inc. ("Swift").

NNSI agrees to provide the services listed hereafter in this Agreement:

     1.   Services:

          a.   Voice Communications

               i-   Switched outbound

               ii-  Switched inbound

               iii- Dedicated outbound

               iv-  Dedicated Inbound

               v-   Calling Cards


     2.   Terms of Agreement

          Commencement date: July 1, 2003 invoice
          Termination Date: June 30, 2005

     3.   Rates are flat  rates and are  guaranteed  by NNSI for the term of the
          Agent: (See attached addendums for pricing)

          Note: No other discounts apply

          a.   Minimum monthly guaranteed payment for services $250,000.00.

     4.   Provider Terms:  Services provided through NNSI by other than NNSI may
          require  the  individual  term  to  extend  beyond  the  term  of this
          Agreement.  For each service element that ends beyond the term of this
          Agreement,  the applicable rates shall be honored beyond the Agreement
          term to the termination of the individual service element term.

     5-   Installation  Charges All Installation Charges will be waived provided
          the service  installed  is not  cancelled  by Swift in year one of the
          service. Swift will be responsible for early termination less than one
          year in duration.

     6-   Payment Terms:  Payment due upon receipt. A service charge of 1.5% per
          month may be added to unpaid balances that are not paid within 30 days
          of the receipt of the invoice.

     7-   Early Termination:




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          a.   By Swift:  In the event Swift elects to terminate  this Agent for
               any reason other than just cause (defined  below),  Swift will be
               liable for payment of the  monthly  guaranteed  payment  four the
               number of months remaining in the term of the Agreement.

          b.   By NNSI:  In the event NNSI is unable or unwilling to provide the
               services  listed  under this  Agreement  whether  the  service is
               directly  controlled by NNSI or dictated by an outside  provider,
               the Agreement becomes null and void without further obligation to
               the other party.

     8-   Service  Commitment:  NNSI agrees that in the event of a major network
          problem,  NNSI will work  diligently to resolve the problem or provide
          Swift with an alternate network. In the event NNSI has not corrected a
          major network problem within 45 days of  notification  to NNSI,  Swift
          has the option of terminating the agreement.

     9-   Additional terms:

          --   The rates  associated with this CSA are shown on the attachments.
               Any  services  provided by NNSI,  not covered in this  Agreement,
               will be governed by current NNSI state tariffs,  or negotiated as
               needed.  Where  tariffs are not required,  Minnesota  tariff will
               govern.  Certain  non-usage  rate  elements,  i.e.  LEC  provided
               access,  fixed Monthly Recurring Charges (MRC), FCC mandated fees
               and other  administrative  charges not under  NNSI's  control may
               change from time to time.

          --   Customer  shall  indemnify and bold NNSI harmless from all costs,
               expenses, claims, or actions arising from fraudulent cells of any
               nature  which may  comprise  a portion of the  Service.  Customer
               shall not be excused  from paying  NNSI for  Service  provided to
               Customer  or army  portion  thereof on the basis that  fraudulent
               calls comprised a corresponding portion of the Service.

          --   All Bona Fide Billing Disputes along with complete  documentation
               must be submitted in writing within one hundred twenty (120) days
               of the invoice date to:

                        NetWolves Network Services
                        5101 Shady Oak Road
                        Minnetonka, MN  55343
                        Attn: Accounts Receivable

          --   Customer  must  pay  all  charges  which  are not in  dispute  in
               accordance with the payment terms set forth in the CSA. An amount
               will not be considered  "in dispute"  until Customer has provided



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               NNSI with written notification and complete  documentation of the
               Bona Fide Billing Dispute.  Customer must cooperate with NN SI to
               resolve any disputes expeditiously.

          --   If NNSI  determines  that  Customer is entitled to credits,  NNSI
               will  credit  Customer's  invoice  for  such  amount  on the next
               appropriate billing cycle.

          --   In. the event  that the  dispute  is  resolved  in favor of NNSI,
               Customer  agrees to pay the  disputed  amount  together  with any
               applicable late fees within ten (10) days of resolution.


     10-  Confidentiality: Swift and NNS1 agree that the terms and conditions of
          this  Agreement  are not to be disclosed to a third party  without the
          written consent of both parties.

     This Agreement entered into on the date first written herein.


     Swift Transportation Co., Inc.


    /s/ Gary Weinberger
    ---------------------
By: Gary Weinberger, V. P.


NNSI


    /s/ Scott Foote
    ---------------------
By: Scott Foote, President

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