SUMMIT NATIONAL CONSOLIDATION GROUP INC
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BROADBAND ACCESS NETWORK GENERAL TERMS AND CONDITIONS

These Broadband Access Network General Terms and Conditions (the "General Terms") are effective as of October 1, 2002 (the "Effective Date"), by and between Reliance Infocomm Limited, a company incorporated and registered under the Companies Act, 1956 and having its Registered Office at Avdesh House, Pritam Nagar, 1st Slope, Ellis Bridge, Ahmedabad 380006, Republic of India (hereinafter referred to as "Reliance" which expression, unless repugnant to the context or meaning thereof, shall mean and include its successors and permitted assigns), and UTStarcom Inc., a company incorporated under the laws of Delaware and having its principal offices at 1275 Harbor Bay Parkway, Alameda, California 94502, U.S.A (hereinafter referred to as the "Vendor", which expressions, unless repugnant to the context or meaning thereof, shall mean and include its permitted successors and assigns and, together with Reliance, the "Parties" and each, a "Party").

RECITALS:

(a)                                  Reliance has obtained the following licenses from the Department of Telecommunications, Ministry of Communications, Government of India:

(i)                                     national long distance operation;

(ii)                                  basic telephone services in seventeen (17) telecom circles in India; and

(iii)                               International long distance operations

that can be used for transporting voice, video and data telecommunications in India.

(b)                                 Vendor has represented that it has the requisite knowledge, expertise, technical know-how, experience, resources, infrastructure and intellectual property for the design, manufacture, development, procurement, installation, configuration, integration, operations, management, maintenance and administration of all Products and Services contemplated by the Documents.

(c)                                  The Parties desire to establish a master set of general terms and conditions that shall govern all hardware, software and services provided by or for Vendor to Reliance and the Users as hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

SECTION 1.                 BACKGROUND

1.1  The Reliance Vision.

1.1.1           Reliance desires to construct a telecommunications network in the Republic of India and to provide advanced optical, wireless and wireline voice, video and data services across the Republic of India and throughout other areas of the world, either directly to its end customers or through services resold by

BROADBAND ACCESS EQUIPMENT CONTRACT

This Broadband Access Equipment Contract ("Broadband Access Equipment Contract") is effective as of October 1, 2002 (the "Effective Date"), by and between Reliance Infocomm Limited, a company incorporated and registered under the Companies Act, 1956 and having its registered office at Avdesh House, Pritam Nagar, 1st Slope, Ellis Bridge, Ahmedabad 380006, Republic of India (hereinafter referred to as "Reliance" which expression, unless repugnant to the context or meaning thereof, shall mean and include its successors and permitted assigns), and UTStarcom Inc., a company incorporated under the laws of Delaware and having its principal offices at 1275 Harbor Bay Parkway, Alameda, California 94502, U.S.A  (hereinafter referred to as the "Vendor" which expression, unless repugnant to the context or meaning thereof, shall mean and include its permitted successors and assigns and, together with Reliance, the "Parties" and each, a "Party").

RECITALS:

A.  Reliance desires to purchase from the Vendor certain Equipment appropriate for the efficient and effective installation, operation, management and maintenance of the Broadband Access Reliance Network, including the Initial Broadband Access Reliance Network; and

B.  The Vendor, desires to provide to Reliance such Equipment and shall, including, without limitation manufacture, supply and deliver such Equipment, in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1      BACKGROUND AND OBJECTIVES

1.1  Background

Reliance desires to obtain certain Equipment to support its Initial Broadband Access Reliance Network and the Broadband Access Reliance Network in the Territory. The Vendor shall perform all specific Vendor responsibilities set forth in this Broadband Access Equipment Contract, including applicable Purchase Orders and the Specifications. The Vendor shall review the Broadband Access Reliance Network work performed and shall report on any exception. Notwithstanding the foregoing sentence, Vendor shall be responsible for providing the Equipment under this Broadband Access Equipment Contract in accordance with the Specifications, including without limitation the Timetables. This Broadband Access Equipment Contract is subject to the terms and conditions set forth in the Broadband Access Network General Terms and Conditions executed by the Parties as of the date hereof (the "General Terms").

1.2  Objectives

Reliance requires equipment that fully supports: (a) the Initial Broadband Access Reliance Network and the Broadband Access Reliance Network, including all cost, performance and functional requirements set forth in the relevant Documents; (b) Interoperability; and (c) Reliance's business requirements described in the Documents (collectively, the "Objectives").  The Vendor represents, warrants and covenants that the Equipment shall be

AMERICA ONLINE LATIN AMERICA INC
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Interconnection Agreement Under Sections 251 And 252
Of The Telecommunications Act Of 1996

This Interconnection Agreement under Sections 251 and 252 of the Telecommunications Act of 1996 ("Agreement") is by and between Pacific Bell Telephone Company d/b/a SBC Pacific Bell Telephone Company, a California Corporation ("PACIFIC"), and PAC-WEST TELECOMM, INC., ("Pac-West") a California Corporation doing business at 1776 W. March Lane, Suite 250, Stockton, CA.

WHEREAS, the Parties want to interconnect their networks at mutually agreed upon points of interconnection to provide, directly or indirectly, Telephone Exchange Services and Exchange Access to residential and business end users predominantly over their respective telephone exchange service facilities in California; and

WHEREAS, the Parties are entering into this Agreement to set forth the respective obligations of the Parties and the terms and conditions under which the Parties will interconnect their networks and provide other services as required by the Telecommunications Act of 1996 ("the Act") and additional services as set forth herein; and

WHEREAS, for purposes of this Agreement, the Parties intend to operate where PACIFIC is the incumbent local exchange carrier and Pac-West, a competitive local exchange carrier, is certified by the California Public Utilities Commission, as required.

NOW, THEREFORE, PAC-WEST and PACIFIC hereby agree as follows:

AGREEMENT

PREFACE

This Agreement ("Agreement") shall be deemed effective upon Commission approval pursuant to Section 252 of the Act (the "Effective Date"), between Pac-West Telecomm, Inc. ("Pac-West"), a corporation organized under the laws of the State of California, with offices at 1776 W. March Lane, Suite 250, Stockton, CA 95207 and Verizon California Inc., f/k/a GTE California Incorporated ("Verizon"), a corporation organized under the laws of the State of California with offices at One Verizon Way, Thousand Oaks, CA 91362 (Verizon and Pac-West may be referred to hereinafter, each, individually as a "Party", and, collectively, as the "Parties").

In consideration of the mutual promises contained in this Agreement, and intending to be legally bound, pursuant to Section 252 of the Act, Verizon and Pac-West hereby agree as follows:

1. The Agreement
   
   
   
   1. This Agreement includes: (a) the Principal Document; (b) the Tariffs of each Party applicable to the Services that are offered for sale by it in the Principal Document (which Tariffs are incorporated into and made a part of this Agreement by reference); and, (c) an Order by a Party that has been accepted by the other Party.
      
   2. Except as otherwise expressly provided in the Principal Document (including, but not limited to, the Pricing Attachment), conflicts among provisions in the Principal Document, Tariffs, and an Order by a Party that has been accepted by the other Party, shall be resolved in accordance with the following order of precedence, where the document identified in subsection "(a)" shall have the highest precedence: (a) the Principal Document; (b) the Tariffs; and, (c) an Order by a Party that has been accepted by the other Party. The fact that a provision appears in the Principal Document but not in a Tariff, or in a Tariff but not in the Principal Document, shall not be interpreted as, or deemed grounds for finding, a conflict for the purposes of this Section 1.2.
      
   3. This Agreement constitutes the entire agreement between the Parties on the subject matter hereof, and supersedes any prior or contemporaneous agreement, understanding, or representation, on the subject matter hereof. Except as otherwise provisioned in the Principal Document, the Principal Document may not be waived or modified except by a written document that is signed by the Parties. Subject to the requirements of Applicable Law, a Party shall have the right to add, modify, or withdraw, its Tariff(s) at any time, without the consent of, or notice to, the other Party.
   
   
2. Term and Termination
   
   
   
   1. This Agreement shall be effective as of the Effective Date and, unless cancelled or terminated earlier in accordance with the terms as provided in this Agreement, shall continue in effect for three years from the Effective Date (the "Initial Term"). Thereafter, this Agreement shall continue in force and effect unless and until cancelled or terminated, or the new Agreement is effective, as provided in this Agreement.
      
   2. Either Pac-West or Verizon may terminate this Agreement effective upon the expiration of the Initial Term or effective upon any date after expiration of the Initial Term by providing written notice of termination at least ninety (90) days in advance of the date of termination.
      
   3. If either Pac-West or Verizon provides notice of termination pursuant to Section 2.2 and on or before the proposed date of termination either Pac-West or Verizon has requested negotiation of a new interconnection agreement, unless this Agreement is cancelled or terminated earlier in accordance with the terms hereof (including, but not limited to, pursuant to Section 12), this Agreement shall remain in effect until the effective date of a new interconnection agreement between Pac-West and Verizon.
      
   4. If either Pac-West or Verizon provides notice of termination pursuant to Section 2.2 and by 11:59 PM Eastern Time on the proposed date of termination neither Pac-West nor Verizon has requested negotiation of a new interconnection agreement, (a) this Agreement will terminate at 11:59 PM Eastern Time on the proposed date of termination, and (b) the Services being provided under this Agreement at the time of termination will be terminated, except to the extent that the Purchasing Party has requested that such Services continue to be provided pursuant to an applicable Tariff or SGAT.
   
   
3. Glossary and Attachments
   

   The Glossary and the following Attachments are a part of this Agreement:

   
   

   Additional Services Attachment

   
   

   Interconnection Attachment

   
   

   Resale Attachment

   
   

   UNE Attachment

   
   

   Collocation Attachment

   
   

   911 Attachment

   
   

   Pricing Attachment

   
   
4. Applicable Law
   
   
   
   1. The construction, interpretation and performance of this Agreement shall be governed by (a) the laws of the United States of America and (b) the laws of the State of California, without regard to its conflicts of laws rules. All disputes relating to this Agreement shall be resolved through the application of such laws.
      
   2. Each Party shall remain in compliance with Applicable Law in the course of performing this Agreement.
      
   3. Neither Party shall be liable for any delay or failure in performance by it that results from requirements of Applicable Law, or acts or failures to act of any governmental entity or official.
      
   4. Each Party shall promptly notify the other Party in writing of any governmental action that limits, suspends, cancels, withdraws, or otherwise materially affects, the notifying Party's ability to perform its obligations under this Agreement.
      
   5. If any provision of this Agreement shall be invalid or unenforceable under Applicable Law, such invalidity or unenforceability shall not invalidate or render unenforceable any other provision of this Agreement, and this Agreement shall be construed as if it did not contain such invalid or unenforceable provision; provided, that if the invalid or unenforceable provision is a material provision of this Agreement, or the invalidity or unenforceability materially affects the rights or obligations of a Party hereunder or the ability of a Party to perform any material provision of this Agreement, the Parties shall promptly renegotiate in good faith and amend in writing this Agreement in order to make such mutually acceptable revisions to this Agreement as may be required in order to conform the Agreement to Applicable Law.
      
   6. If any legislative, regulatory, judicial or other governmental decision, order, determination or action, or any change in Applicable Law, materially affects any material provision of this Agreement, the rights or obligations of a Party hereunder, or the ability of a Party to perform any material provision of this Agreement, the Parties shall promptly renegotiate in good faith and amend in writing this Agreement in order to make such mutually acceptable revisions to this Agreement as may be required in order to conform the Agreement to Applicable Law.
      
      
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