MCI WORLDCOM

                        AGREEMENT ("AGREEMENT") REGARDING
                        SECURITY DEPOSIT AND DISCLOSURES

1.       The service contract (the "Service Agreement") between ("Customer") and
         WorldCom, Inc. ("WorldCom") stipulated and agreed to an estimated
         monthly service usage ("EMU") of **********. Based on the agreed EMU,
         WorldCom agreed to grant a total credit limit of twice the EMU dollars
         to avoid future over-limit violations and to allow Customer limited
         variation from the EMU.

2.       Usage limitations are assigned to each WorldCom commercial account
         based on an extensive credit investigation and evaluation of each
         customer's financial soundness and creditworthiness. This procedure is
         made possible through credit documents sent to WorldCom's credit
         department (the "Credit Department") at the time for the initial
         application for service. If Customer is desirous of a credit limit in
         excess of the present approved limit, Customer should submit, as son as
         possible, a current financial statement, profit and loss statement,
         last three years corporate tax returns and other financial information
         that will assist the Credit Department in a new credit evaluation.
         Please state in written form on Customer letterhead, signed by an
         authorized corporate officer, the amount of credit limit increase that
         Customer is requesting. Customer's request will be given priority
         status upon receipt. Please direct all Deposit payments, credit limit
         increase requests, and new financial information to:

                                    WorldCom
                               Mail Drop 5.3-527E
                             6929 N. Lakewood Avenue
                                 Tulsa, OK 74117

3.       WorldCom is in receipt of deposit ("Deposit") in the amount of
         **********, representing two (2) times Customer's EMU. The Deposit will
         be held, as security for any and all amounts owed, now or in the
         future, by Customer to WorldCom.

4.       The Deposit will be held for a minimum of *** (**) months or ***
         (**) billing cycles, whichever terminates later. The Company reserves
         the right to apply the Deposit to satisfy delinquent invoices incurred
         on Customer's account.

5.       Payment terms shall be net ** days from the date of invoice. Customer's
         account may not exceed the amount of the Deposit at any time. If
         Customer's credit limit is exceeded at an y time during the term of the
         Agreement, Customer's account must be paid down to * (*) of
         the Deposit amount immediately when requested by WorldCom. Failure to
         meet the above conditions of this Agreement without WorldCom's approval
         will result in immediate termination of service.

6.       To the extent permitted by applicable state law, WorldCom may, in its
         sole discretion, request additional funds be provided to increase the
         amount of the Deposit, in the event that the actual usage amount
         exceeds the EMU, or if WorldCom reasonably requires under the
         circumstances. WorldCom reserves the right to hold and apply Customer's
         deposit if Customer does not perform according to the terms and
         conditions of the Service Agreement.

                       *CONFIDENTIAL TREATMENT REQUESTED*

                            MATERIAL FILED SEPARATELY


MCI WORLDCOM

7.       It is further understood that should any credits become due from
         WorldCom to Customer for any billing errors, resolution of such errors
         will be coordinated with Customer. However, these credits, if any, will
         not affect the above agreed payment arrangement.

8.       Upon receipt the Deposit will be held in an interest-bearing account
         for a minimum of ** (**) months. After the ** (**) month
         period, WorldCom will review Customer's financial position as well as
         its WorldCom payment history. If circumstances warrant, the deposit and
         all accrued interest will be refunded.

9.       Interest on the funds represented by the Deposit will be paid as
         required on a state by state basis, and at a rate set by each
         individual state's Public Utility Commission or other applicable
         governmental agency or entity. Interest is paid on a simple interest
         basis using 365 days per year. Interest of **% will be paid when the
         Deposit is no longer required.

10.      To the extent permitted by applicable state law, funds will be held by
         WorldCom's executive offices in Clinton, Mississippi. Should Customer
         have any questions regarding the Deposit funds, please contact the
         assigned WorldCom Account Executive or call the nearest WorldCom sales
         office.

11.      At WorldCom's sole and exclusive option, the Deposit may be refunded or
         credited to the Customer at, or any time prior to, termination of
         service. In that event, the Customer may elect to apply the Deposit to
         future invoices or receive a payment of the Deposit amount. If any
         balance is outstanding on the Customer's account at the time of
         cancellation, WorldCom reserves the sole and exclusive right to apply
         the Customer's Deposit and accumulated interest against the Customer's
         unpaid balance.


                       *CONFIDENTIAL TREATMENT REQUESTED*

                            MATERIAL FILED SEPARATELY
WorldCom, Inc.

By: /s/ Todd Narwid
    -------------------
Name:    Todd Narwid
Title:   Director
Date:    July 19, 2000


Received, Understood and Agreed:

Customer:  Inter-Call-Net Teleservices, Inc.

By:  /s/ Paul Cifaldi
    ---------------------
Name:    Paul Cifaldi
Title:   COO
Date:    July 19, 2000



                                  MCI Worldcom


          MCI WorldCom On-Net Service Agreement and Attachments A - G

                       *CONFIDENTIAL TREATMENT REQUESTED*

                            MATERIAL FILED SEPARATELY