SECTION

1. General

2. Calculation Of Amount Due USWLD/USWC

3. Calculation Of USWLD Uncollectible Bad Debt Allowance

4. Recourse of Realized Final Account Uncollectible

5. Payment Date

6. Payment Method

7. Late Payment Penalty

8. Commercial Paper Interest Rate

9. Notification Of Disputed Accounts Receivable Amount

10. Payment Of Disputed Accounts Receivable Amount

11. Ultimate Settlement Of Disputed Accounts Receivable Amount

12. Retention Of Supporting Data Concerning Disputed Amount

13. End of Agreement Settlements

Section 1. General

1. In connection with providing Services to USWLD under this Agreement, USWC agrees to purchase the Accounts Receivable of USWLD as set forth in this Exhibit. For purposes of this Exhibit, the provisions of Section I.A of the Principal Agreement shall apply; whereby, all purchase of Accounts Receivable settlement functions, described in this Exhibit, will be identified at the USWLD level only.

2. USWC's purchase of USWLD's Accounts Receivable shall be with full recourse in accordance with Section 2 below.

3. At the option of USWC, USWC reserves the right to reformat reports, with respect to USWLD's Accounts Receivable, with thirty (30) days written notice to USWLD.

4. USWC will provide journal/general ledger information on a mechanized file by bill period by state.

1. USWC will calculate the Amount Due USWLD/USWC in the Purchase of Accounts Receivable ("PAR") settlements each month under this Agreement, using the following formula:

   A + B +(-) C +(-) D+(-) E = F

   F - G +(-)H +(-)I +(-)J = K

   Amount Due USWLD/USWC = K

   Where:

   1. NET BILLABLE USAGE REVENUE:

      The calculation of the amount of revenue received that is eligible to be billed (net billable usage revenue) by USWC.

   2. NET BILLED RECURRING AND NON-RECURRING REVENUE:

      The calculation of the amount of recurring and non-recurring revenue received eligible to be billed by USWC.

   3. OTHER OPERATING REVENUE BILLED:

      The amount of revenue billed during the settlement period other than toll revenues or expanded billing service revenues. Certain taxes are considered Other Operating Revenue.

   4. BILLED TAXES:

      The amount of federal, state and local taxes billed by USWC on behalf of USWLD during the settlement period.

   5. END USER BILLING ADJUSTMENTS:

      The amount of billing adjustments (and associated tax adjustments) applied to End User accounts during the settlement period. These adjustments are recoursed back to USWLD.

   6. SUBTOTAL:

      The sum of Net Billable Usage Revenues (Line A), Net Billed Recurring and Non-Recurring Revenue (Line B), Other Operating Revenue Billed (Line C), Billed Taxes (Line D), and End User Billing Adjustments (Line E).

   7. UNCOLLECTIBLE BAD DEBT ALLOWANCE:

      An amount withheld from the settlement as an uncollectible reserve to offset future actual uncollectible amounts written-off USWLD's End User final bills.

   8. REALIZED FINAL ACCOUNT UNCOLLECTIBLES:

      Actual uncollectible amounts written off USWLD End User final bills for failure of the End User to pay lawfully billed charges for the settlement period.

   9. LATE PAYMENT CHARGES:

      The amount due USWLD or USWC for late payment penalties associated with Purchase of Accounts Receivable settlement transactions.

   10. MISCELLANEOUS:

       Any debit or credit amounts mutually agreed to by the Parties.

   11. AMOUNT DUE:

       The amount due USWLD or USWC for the settlement period. It is calculated by netting the PAR Statement Subtotal (Line F), Uncollectible Bad Debt Allowance (Line G), Realized Final Account Uncollectibles (Line H) and any Late Payment Charges (Line I) and any Miscellaneous (Line J). A negative amount would indicate the amount USWLD owes USWC.

2. A PAR settlement will be performed by state by billing period for USWLD.

3. In the event that a PAR settlement for a month yields a negative Amount Due USWLD, USWC will net that amount against any amounts due USWLD from other USWC Regions for the same settlement period. In the event that a PAR settlement yields a negative Amount Due USWLD for two (2) or more consecutive PAR settlements over all USWC Regions, USWLD shall make payment to USWC for the full amount of all outstanding PAR settlements pursuant to Section 6 below.

4. USWC reserves the right, at its sole discretion, to deduct (net) any amounts past due and owing USWC for any Services provided to USWLD, from any funds or proceeds due USWLD from USWC, from the PAR settlements.

1. Effective with the first PAR Statement and Bill Period thereafter for a period of six months, USWC will apply a factor of 4% for an Uncollectible Bad Debt Allowance (hereinafter "Allowance"). Such factor will be multiplied by the Subtotal (Line F) on the PAR Statement to determine the Allowance for the first six (6) months.

2. After the first six months and until USWLD has established twelve months of Service, USWC will track the uncollectible bad debt amounts. If USWC determines there is a significant change in billing with respect to current billed revenue and uncollectible bad debt amounts, USWC reserves the right to increase/decrease the Allowance.

3. After the first twelve months of Service, on a quarterly basis, USWC will track a six month average uncollectible bad debt amount based on the most current six months of Realized Final Account Uncollectibles. If the difference between the average uncollectible bad debt amount and the Allowance is greater than ten percent (10%) of the Allowance or is greater than one hundred thousand ($100,000), such difference will be added or subtracted from the Allowance and will be reflected on the following PAR Statement. USWC reserves the right to review the uncollectible bad debt amounts more frequently than on a quarterly basis and to make an adjustment to the Allowance in accordance with the provisions described herein.

Section 5. Payment Date

1. For any PAR settlement, the Payment Date for the payment of the Amount Due USWLD or USWC shall be the date determined by a Weighted Average Payment Date of message revenue received from USWLD and processed by USWC during the settlement month plus the average number of days until expected billing plus the number of days calculated in the most recent End User Payment Lag Study.

2. If such payment date falls on a Sunday or on a holiday which is observed on a Monday, the payment date shall be the first non-holiday day following such Sunday or holiday.

3. If such payment date falls on a Saturday or on a holiday which is observed on Tuesday, Wednesday, Thursday, or Friday, the payment date shall be the last, non-holiday day preceding such Saturday or holiday.

4. In the event there are no message revenues received from USWLD during a calendar month or if the PAR settlement yields a negative Amount Due as described in Section 2.3 above, the payment date for the Amount Due USWLD/USWC will be the last business day of the month following the PAR settlement month.

Section 6. Payment Method

1. Any payment to USWLD from USWC or to USWC from USWLD will be transmitted by USWC or USWLD to a designated bank account of USWLD or USWC by electronic funds (wire or ACH) transfer. Payment must result in immediately available funds upon receipt by the other party. Any portion of the Amount Due USWLD or USWC received by USWLD or USWC in funds which are not immediately available to USWLD or USWC on the payment date will be subject to a late payment penalty.

Section 7. Late Payment Penalty

1. With respect to the PAR settlement, any amounts owing by USWLD or USWC, which do not comply with the payment methods set forth in Section 6 above will be subject to a late payment penalty. The late payment penalty shall be the portion of the Amount Due USWLD or USWC (as defined in Section 2 above) received after the Payment Date times an interest factor. The late payment interest factor is the Commercial Paper Interest Rate as described in Section 8 below.

2. Any late payment resulting from bank error will not be subject to the late payment penalty provided the sending party (party making payment) can verify that it was not at fault. It is the responsibility of the sending party to notify the banks involved and coordinate resolution of the discrepancy.

Section 8. Commercial Paper Interest Rate

1. Except for the provisions of Section VII of the Agreement, any amounts owed by USWLD or USWC may be subject to the time value of money interest rate due to temporary dislocations of financial resources. The time value of money interest rate will be represented by the Federal Reserve AA dealer commercial paper rate as of the last work day of the appropriate month for ninety (90) day commercial paper.

Section 9. Notification of Disputed Accounts Receivable Amount

1. Should either party dispute any portion of the amount due; said party shall notify the other party in writing of the nature and basis of the dispute within a reasonable period of time from the date of discovery of that which gave rise to the dispute. The substantiated claim should be provided by the claiming party with sufficient detail to allow investigation by the other party.

Section 10. Payment of Disputed Accounts Receivable Amount

1. Should the dispute not be resolved by the Payment Date, the PAR settlement amount shall be due and payable in full as described in Section 6 above. The claiming party reserves the right to have claim against the other party for reimbursement until the dispute is resolved.

1. In the event that either party files a substantiated claim, the receiving party will have thirty (30) days from the notification date, or other mutually agreed period, to acknowledge receipt of the claim and inform the notifying party of the claim status. Should the claim, in whole or in part, ultimately be resolved in favor of the claiming party, that party shall be entitled to a refund, with interest, from the other party to the extent the claim was substantiated. The amount of said refund, including interest, shall be an amount equal to the substantiated claim amount plus interest calculated using the Commercial Paper Interest Rate , set forth in Section 8 above.

2. If the claim is received within six (6) months of the PAR settlement date, the interest will be calculated by applying the Commercial Paper Interest Rate set forth in Section 8 above from the PAR settlement payment date through the claim resolution and remittance date.

3. If the claim is received after six (6) months from the PAR settlement date, the interest will be calculated by applying the Commercial Paper Interest Rate set forth in Section 8 above from receipt of the claim notification through the claim resolution and remittance date.

4. Payment must result in immediately available funds on the Payment Date. The total amount of the claim shall be paid no later than thirty-one (31) business days after written notice to the claiming party that the claim has been resolved.

Section 12. Retention of Supporting Data Concerning Disputed Amount

1. Both parties shall retain such detailed information as may reasonably be required for resolution of the disputed amount during the duration of the dispute.

Section 13. End of Agreement Settlements

1. In the event USWLD discontinues submitting its messages for billing and/or this Agreement is terminated, USWC will prepare a PAR Statement each month for twelve months thereafter. During such time, the Allowance will be used to offset future settlement amounts due USWC. If, during the final twelve months, an amount due USWC is not covered by the Allowance, USWLD agrees to pay the amount due USWC by the payment due date. If, at the end of the final twelve months, an amount is left in the Allowance, USWC agrees to pay the amount due USWLD by the payment due date.