NEW HOPE TELEPHONE COOPERATIVE LONG DISTANCE, INC

INTERSTATE AND INTERNATIONAL LONG DISTANCE SERVICE AGREEMENT

This INTERSTATE AND INTERNATIONAL LONG DISTANCE SERVICE AGREEMENT ("Agreement") contains the general rates, terms and conditions for provision by New Hope Telephone Cooperative Long Distance, Inc. (the "Company") of your interstate long distance services between points within the United States and your international long distance services (together, the "Service") beginning July 31, 2001. Throughout this Agreement, our use of the term "you" or "your" refers to the individual or entity using or paying for the Service. UNDERSTAND THAT THIS AGREEMENT INCORPORATES BY REFERENCE THE SPECIFIC RATES, CHARGES, AND OTHER TERMS AND CONDITIONS SET OUT IN THE COMPANY’S SERVICE DESCRIPTION AND RATES DOCUMENT. The Company Service Description and Rates Document (the "SDR Document"), as well as a copy of this Agreement, may be accessed by visiting the Company’s website, www.nehp.net or the Company’s office at 5381 Main Drive, New Hope, AL 35760.

YOU ARE NOT REQUIRED TO TAKE ANY ACTION. UNDERSTAND THAT YOUR CONTINUED USE OF THE COMPANY’S SERVICE CONSTITUTES YOUR ACCEPTANCE OF THE AGREEMENT (INCORPORATING BY REFERENCE THE SDR DOCUMENT).

1. AVAILABILITY OF SERVICE. Subject to the availability of facilities and subject to transmission and like conditions, Service is available for your use twenty-four (24) hours a day, seven (7) days a week. The specific rates, charges and other terms and conditions of your Service not set forth herein are found in the Company’s SDR Document.

2. USE OF SERVICE. You may use the Service for any lawful purpose. Any unlawful use of the Service is strictly prohibited and may be grounds for immediate termination of Service by the Company.

3. RATES AND CHANGES IN RATES, TERMS AND CONDITIONS. Current rates, charges and other Service terms and conditions not set forth herein are found in the Company’s SDR Document. The Company reserves the right to make price changes for Service in the SDR Document or changes in the terms and conditions in this Agreement or the SDR Document upon providing seven (7) days’ advance notice. The Company may elect to provide such notice by any reasonable commercial method including, but not limited to, a bill insert or a bill message. You agree that you will be bound by any change in the rates, terms and conditions of YOUR Service unless you cancel your Service as provided for in SECTION 12 below prior to the effective date of the change. Again, the Company maintains this Agreement and the SDR Document, as updated from time to time, in its office located at 5381 Main Drive, New Hope, AL 35760 and on its website at www.nehp.net.

4. LIABILITY OF THE COMPANY. Subject to the provisions of Section 11 of this Agreement, the liability of the Company, if any, for interruption, delays, or failures in transmissions ("Service Problems"), whether caused by the negligence of the Company or otherwise, is expressly limited to a credit for the charges billed by the Company to you for such Service during the period during which the Service Problem occurred. The Company will issue a credit for such charges only when the Service Problem has a continuous duration of more than two (2) hours. You are obligated to notify the Company immediately of any interruption in Service for which a credit allowance is desired. Before giving such notice, you shall ascertain that the trouble is not being caused by any action or omission of yours within your control, or is not in wiring or equipment, if any, furnished by you and connected to the Company’s facilities.

In no event is the Company liable to any person for any cost, damage or harm whatsoever arising from: (a) your negligence or willful act; (b) the attachment or use of any equipment or wiring by you which you use in conjunction with the Service; (c) the use of any facilities of other carriers by the Company in rendering the Service to you; (d) errors or omissions associated with your telephone number or listing information provided via directory assistance; or (e) any acts beyond the control of the Company including, but not limited to: (1) acts of God, riots, national emergencies, fire, explosion, vandalism, cable cut, storm or other similar occurrence; or (2), any law, order, regulation, direction, action or request of any federal or state governmental authority or agency having jurisdiction over the Company. Without limiting the forgoing, the Company shall not be liable for any direct, indirect, consequential, special, actual, punitive or any other damages, or for business interruption or any lost profits of any kind or nature whatsoever.

5. INDEMNITY. You agree to indemnify and hold harmless the Company for any liability with respect to any and all claims and damages, of every kind (including specifically special or consequential damages), arising from your use of the Service. Your indemnity of the Company also extends to: (a) any claims or damages arising out of or attributed, directly or indirectly, to Service Problems; (b) any claims or damages of the owner of your premises or equipment; or (c) any other third party claims and damages.

6. NO WARRANTIES. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, THE COMPANY MAKES NO WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE PROVISION OF ITS SERVICES, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. PAYMENT. You will provide the Company with your name, address and telephone number for billing purposes. Business entities will provide the name of a designated officer or agent. All information provided will be accurate and the Company has the right to access and verify credit information.

Once Service is activated, you are responsible for paying all charges associated with the Service. Service begins on the date that billing becomes effective and is provided on the basis of a minimum period of at least one month, 24 hours per day (the "Minimum Period"). Monthly Service charges are billed in advance and any usage charges are billed in arrears. The Company’s bills are due upon receipt. Amounts not paid within thirty (30) days from the bill date of the invoice will be considered past due. The Company reserves the right to assess an administrative charge at a rate not to exceed one and one half percent (1.5%) on past due amounts. Subject to Section 14 hereunder, you are responsible to pay all the Company’s cost of collection, including bank charges and reasonable attorneys’ fees.

If, at any time, the Company determines that you present an undue risk of nonpayment, the Company may require you to pay your bills within a specified number of days and to make such payments in cash or the equivalent of cash. In determining whether you present an undue risk of nonpayment, the Company shall consider the following factors: (a) your payment history, if any, with the Company and its affiliates; (b) your ability to demonstrate adequate ability to pay for the Service; (c) credit and related information provided by you, lawfully obtained from third parties or publicly available; and, (d) for business entities, information relating to your management, owners and affiliates (if any).

If you pay for Service by a check, draft or similar instrument (collectively "check") that is returned unpaid by a bank or other financial institution to the Company for any reason, the Company reserves the right to assess a return check charge of $20.00. Notwithstanding the returned check charge provision as set forth in this Section 7, the Company may disconnect your Service in the event of a returned payment, as set forth in Section 13 of this Agreement.

Refer to the SDR Document for additional terms and conditions applicable to payment.

8. CALCULATION OF USAGE. Long distance usage charges are based your actual usage of the Company network. Chargeable time begins when a connection is established between you and your called party. Chargeable time ends when either party hangs up and the network connection is released. Charges are assessed in increments of one minute, with additional minutes rounded up.

REFER TO THE SDR DOCUMENT FOR ANY PLAN SPECIFIC USAGE CHARGES, OPTIONS AND TERMS AND CONDITIONS.

9. TAXES, FEES AND SURCHARGES. In addition to the charges for the Service, you are also responsible for paying all applicable federal, state and local use, excise, sales or privilege taxes, and all fees chargeable to or against the Company as a result of its provision of Service to you.

10. BILLING ENTITY CONDITIONS. When billing for the Company’s Services is performed by local exchange telephone companies, credit card companies or others, the payment conditions and regulations of such companies apply, including any applicable interest and/or administrative charges, including, but not limited to interest, charges or fees imposed due to your failure to pay your bills timely.

11. TESTING AND INSPECTIONS. The Company may, upon notice, make such tests and inspections as may be necessary to determine that the requirements of this Agreement (which incorporates by reference the SDR Document) are being complied with in the installation, operation or maintenance of your or the Company’s equipment. The Company may interrupt Service at any time, without penalty to the Company, should you violate any of the terms and conditions of this Agreement (which incorporates by reference the SDR Document).

12. TERMINATION OF SERVICE OR CHANGES IN SERVICE BY YOU. Upon providing the Company adequate information as to your identity, you may terminate Service by providing written notice to New Hope Telephone Cooperative Long Distance, Inc., Attention: Business Office, P.O. Box 452, New Hope, AL 35760 or by telephone to the Company Customer Service Department at 256/723-4211 or toll free at 1-877-474-4211. You shall be responsible for all amounts due and payable upon termination, including, without limitation, all outstanding charges incurred before termination and any additional amount due, as set forth in this Agreement (incorporating by reference the SDR Document), as a result of such termination of Service. If you should terminate Service before the completion of the Minimum Period as defined in Section 7 of this Agreement, a charge will be assessed upon you for any nonrecoverable portions of expenditures or liabilities incurred expressly on your behalf by the Company and not fully reimbursed. You will also return all Company-provided equipment delivered to you within five (5) days of termination of your Service in connection with which the equipment was used. Said equipment shall be in the same condition as when delivered to you, normal wear and tear only excepted. You agree to reimburse the Company, upon demand, for any costs incurred by the Company due to your failure to so comply with this requirement.

You may also make changes or alterations in your Service by written or telephonic notice as set forth above.

13. TERMINATION OF SERVICE BY THE COMPANY. Upon nonpayment of any sum owing to the Company, upon a violation of any of the provisions governing the furnishing of your Service under this Agreement (incorporating by reference the SDR Document) or upon your use of Service in violation of law or regulation, the Company may upon five (5) business days written notification to you, without incurring any liability, immediately discontinue the furnishing of your Service. The written notice may be separate and apart from your regular monthly bill for Service.

Without incurring any liability, the Company may discontinue the furnishing of Service to you upon five (5) business days written notice if the Company deems that such action is necessary to prevent or protect against fraud or to otherwise protect the Company’s personnel, agents, facilities or Services under the following circumstances, except under extreme cases where you may be disconnected immediately and without notice: (a) if you refuse to furnish information to the Company regarding your credit-worthiness, past or current use of Services or planned use of Services; (b) if you provide false information to the Company regarding your identity, address, credit-worthiness, past or current use of Services or planned use of Services; (c) if you state that you will not comply with a Company request for reasonable security for the payment of Service; (d) if you have been given five (5) business days written notice in a separate mailing by the Company of any past due amount (which remains unpaid in whole or in part) for any Service to which you subscribe, had subscribed or used.

The Company also reserves the right to discontinue furnishing Service or billing options, upon written notice, when necessitated by conditions beyond its control. Conditions beyond the Company’s control include, but are not limited to, your having call volume or a calling pattern that results, or may result, in network blockage or other Service degradation which adversely affects the Company’s provision of its Services.

Following the discontinuance of your Service by the Company, you will be notified that your Service has been discontinued and why. The notice will include all reasons for the discontinuance and will include a toll-free number where you can obtain additional information.

In the event your Service is partially or completely terminated for any of the reasons stated herein, you will remain responsible for all unpaid Service charges due and owing to the Company, including without limitation, any additional amount due, as may be set forth in this Agreement (incorporating by reference the SDR Document), as a result of such termination of Service. You will also return all Company-provided equipment delivered to you within five (5) days of termination of your Service in connection with which the equipment was used. Said equipment shall be in the same condition as when delivered to you, normal wear and tear only excepted. You agree to reimburse the Company, upon demand, for any costs incurred by the Company due to your failure to comply with this requirement.

If Service has been discontinued for nonpayment or as otherwise provided herein and you wish it continued, Service shall, at the Company’s discretion, be restored when all past due amounts are paid or the event giving rise to the discontinuance (if other than nonpayment) is corrected. Provided further if the Company determines that you present an undue risk of nonpayment, following restoration the Company may require you to pay your bills within a specified number of days and to make such payments in cash or the equivalent of cash. In determining whether you present an undue risk of nonpayment, the Company will consider the same factors as set forth in Section 7 of this Agreement.

14. BINDING ARBITRATION. TO THE EXTENT THAT ANY DISPUTE IS NOT GOVERNED BY THE JURISDICTION OF THE ALABAMA PUBLIC SERVICE COMMISSION OR THE FCC, UNDERSTAND THAT PURSUANT TO THIS PROVISION YOU AND THE COMPANY AGREE TO USE BINDING ARBITRATION, INSTEAD OF THE COURTS, TO DECIDE ANY DISPUTE THAT MAY ARISE AS A RESULT OF THIS AGREEMENT (INCORPORATING BY REFERENCE THE SDR DOCUMENT), ANY BREACH THEREOF OR YOUR SERVICE AS PROVIDED HEREUNDER.

Any controversy or claim arising out of or relating to this Agreement, incorporating by reference the SDR Document, the breach thereof or your Service as provided hereunder, and not otherwise subject to the jurisdiction of the Alabama Public Service Commission or the FCC, shall be settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, except to the extent those rules are inconsistent with this Section 14, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Provided however that should your claim or controversy be under $10,000, the claim or controversy shall be settled by arbitration by the AAA in accordance with its Rules for the Resolution of Consumer-Related Disputes ("CRD Rules"), except to the extent that those rules are inconsistent with this Section 14. You and the Company agree that should any claim or controversy qualify for settlement by arbitration by the AAA in accordance with its CRD Rules, you and the Company are prohibited from seeking relief in an Alabama small claims court, even if the claim or controversy is within its jurisdiction.

In the event of any dispute, claim, question or disagreement arising from or relating to this Agreement (incorporating by reference the SDR Document), the breach thereof or your Service as provided hereunder, you and the Company agree to first use your collective best efforts to settle the dispute, claim, question, or disagreement. To this effect, you and the Company shall consult and negotiate with each other in good faith and, recognizing mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. In the event that the dispute concerns your bill, you must bring your billing inquiry or dispute to the Company’s attention, either in writing to New Hope Telephone Cooperative Long Distance, Inc., P.O. Box 452, New Hope, AL 35760 or verbally by calling the Company at 256/723-4211 or at its toll free number, 1-877-474-4211. If you and the Company do not reach such solution within a period of sixty (60) days, then, upon notice by either party to the other, all disputes, claims, questions or differences shall be finally settled by arbitration administered by the AAA in accordance with the provisions of its Commercial Arbitration Rules or, as applicable its CRD Rules, except to the extent those rules are inconsistent with this Section 14.

You and the Company both agree that in the event that arbitration is necessary, a single arbitrator, mutually selected by the parties, shall conduct the arbitration. If the parties cannot agree on the appointment of such arbitrator within ten (10) days following the date notice of the dispute is provided by you or the Company to the adverse party, the arbitrator will be selected according to the applicable AAA Rules. The place of any in-person arbitration shall be Montgomery, Alabama. As far as is practical, the parties agree that such arbitration shall be conducted as informally and expeditiously as the arbitrator may allow.

YOU AND THE COMPANY BOTH AGREE THAT AN AWARD OF DAMAGES, IF ANY, BY THE ARBITRATOR WILL BE SUBJECT TO ANY AND ALL STATUTORY MAXIMUMS IMPOSED BY ALABAMA LAW.

The arbitrator shall award reasonable attorneys’ fees and other reasonable costs, including, but not limited to, the costs of the arbitrator, to the party prevailing in such arbitration whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who is determined by the arbitrator to have prevailed on the major disputed claims.

Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties.

15. NO OWNERSHIP. Nothing contained in this Agreement (incorporating by reference the SDR Document) or in any marketing materials issued by the Company to you shall give you any ownership, interest or proprietary right in any code or 800 number issued by the Company to you.

16. MISCELLANEOUS.

a. Entire Agreement. This Agreement (which incorporates by reference the SDR Document) contains the entire agreement between you and the Company and supersedes all prior oral or written agreements, understandings and representations to the extent that they relate in any way to the subject matter hereof. This Agreement can be amended only as provided in Section 3 above.

b. Governing Law. This Agreement (which incorporates by reference the SDR Document) and the rights of the parties under it shall be governed by and construed in all respects in accordance with the laws of the State of Alabama without giving effect to its choice of law rules, except that the arbitration provisions in Section 14 will be governed by the Federal Arbitration Act.

c. Savings Clause. Any term or provision of this Agreement (which incorporates by reference the SDR Document) that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

d. No Third-Party Beneficiaries. This Agreement (which incorporates by reference the SDR Document) shall not confer any rights and remedies upon any person other than you and the Company and any permitted assigns.

e. Assignment by You. You may not assign or transfer, at any time prior to or after the commencement of Service, your Service or any rights or obligations hereunder without the prior written consent of Company. All terms and conditions contained in this Agreement (which incorporates by reference the SDR Document) shall apply to all such assignees or transferees.

f. Assignment by the Company. The Company may assign all or part of its rights or duties under this AGREEMENT (which incorporates by reference the SDR Document) without notifying you.

g. No Waiver. Based on the circumstances presented, the Company may waive certain of the requirements stated herein. Such waiver will be limited to that set of specific circumstances and will not eliminate your obligation to continue to comply with the terms and conditions stated herein.

Again, this Agreement (incorporating by reference the SDR Document) governs your Service, effective July 31, 2001. The rates, terms and conditions of your intrastate long distance service are still governed by tariff on file with the Alabama Public Service Commission, which has also adopted regulations that govern the manner in which the Company bills for all of its services.