1534 BURLINGTON

NORTH KANSAS CITY, MO  64116

816-533-7880

 MASTER SERVICES AGREEMENT

This Master Services Agreement ("MSA") applies to all services ordered by                                                                                              ("Customer") from NEXUMI COMMUNICATIONS, LLC ("NEXUMI"). Services may require a Letter of Authorization ("LOA") signed by Customer permitting NEXUMI to convert telecommunications services from another provider and to move telephone numbers from another provider to NEXUMI. In addition to the terms and conditions provided in this MSA, additional terms and conditions of service are described on NEXUMI's web site (http://www.nexumi.com) or provided to you in a separate document.

1.         Services. By signing this MSA, any required LOAs, and one or more Service Orders (SO's), the Customer authorizes NEXUMI to provide such Services as described at locations and rates specified in the SO's. Services are for the use of Customer's officers, directors, employees, agents and affiliated entities only. Use of Services constitutes acceptance and agreement to the terms and conditions and this MSA. Customer understands NEXUMI will use reasonable efforts: (a) to provide the Services by the date requested, (b) to prevent Service interruptions, and (c) to restore the Services when Service interruptions occur. Customer is responsible for all use of the Services, whether or not authorized by Customer.

2.         Force Majeure. Services will be provided by NEXUMI and its affiliates subject to availability and conditions, beyond the control of NEXUMI, including, but not limited to the type and condition of Customer's equipment and facilities; failures caused by connectivity or equipment at Customer's premises; fire; flood; war; strikes; cable cuts; acts of terrorism; explosions; loss of power; local access restrictions; acts of third parties, third party services or products; or acts of God; all commonly referred to as Force Majeure events. Services may be temporarily interrupted because of equipment modifications, upgrades, relocations, repairs, and similar activities. NEXUMI will use reasonable efforts to notify Customer of any scheduled maintenance, but may need to interrupt Services without notice or compensation to Customer.

3.         Pricing. Customer agrees to pay NEXUMI's monthly recurring and non-recurring charges for Services ordered. Any charges set forth herein or in any proposal or quotation are exclusive of taxes, surcharges, assessments, or other fees. Any new Services added under the Account Number applicable to this MSA following the initial order will reflect NEXUMI's current rates, or otherwise published rates, terms and conditions that are in effect at the time the new Services are ordered or as specified on the Service Order. The new rates will only apply to newly added Services unless specified in the Service Order.

5.         Move or Transfer of Service. If Customer relocates to another location where NEXUMI provides the same Services, Customer may move Services to the new location if the aggregate monthly recurring charges of the new Services equal or exceed the Services provided to Customer by NEXUMI at the former location, subject to payment of installation charges for the new location, if applicable; however, pricing may vary by location, and Customer's rates may increase or decrease. Services may not be transferred or resold, and this MSA may not be transferred or assigned, by operation of law or otherwise, without NEXUMI's prior written approval. Any attempted assignment or transfer without NEXUMI's prior written approval shall be void.

6.         Conversion of Service from Other Providers. When converting from another provider, Customer is responsible for paying any early termination or other fees assessed by the Other Provider. The LOA authorizes NEXUMI to communicate with and coordinate the conversion of services from the Other provider; however the Customer is responsible for canceling services with the Other Provider to prevent overlapping billing with NEXUMI's Services. If Customer cancels a Service Order, Customer shall be responsible for any costs incurred by NEXUMI, associated with the cancelled order.

7.         Applicable Law. This MSA is subject to applicable law in the state of Missouri. In the event a governmental agency determines this MSA or any portion hereof violates any law, rule or regulation, NEXUMI shall have the option of terminating this MSA without further obligation or revising this MSA to comply with such law, rule or regulation. If any portion of this MSA is determined to be invalid or unenforceable, the remainder of this MSA shall remain in full force and effect.

8.         Entire Agreement. The LOA, SO and this MSA, including any incorporated terms and rates, as well as the Terms of Service Agreement, as well as any further documents delivered and/or published in connection with the delivery of the service, constitute the entire agreement of NEXUMI and Customer for the provision of Services and shall be a binding contract between them. In the event of conflict, the terms in the applicable rates, terms and conditions will control. This MSA hereby incorporates the LOA, SO and Terms of Services Agreement, and all other terms of service either published at the website (http://www.nexumi.com) or delivered in writing to the Customer.  By signing below, the signer certifies that he or she is at least 18 years of age and authorized to execute this MSA on behalf of Customer for the Services requested. Customer agrees that a fax copy of this MSA will have the same force and effect as an original signed agreement. THE REFERENCED "TERMS OF SERVICE" INCLUDES DISPUTE RESOLUTION PROCEDURES, WARRANTY DISCLAIMERS, AND LIABILITY LIMITATIONS, AMONG OTHER TERMS. BY SIGNING THIS AGREEMENT OR USING NEXUMI SERVICES, CUSTOMER ACKNOWLEDGES IT HAS HAD AN OPPORTUNITY TO REVIEW THE TERMS REFERENCED HEREIN AND AGREES TO SUCH TERMS.