1.

ATS Obligations .

a.

Upon execution of this Agreement, ATS will use commercially reasonable efforts to configure its Telephones to work with the SP Services. ATS will use commercially reasonable efforts to provide engineering and technical configuration support to SP as necessary to ensure its Telephones can support SP service features and quality standards. ATS will also ensure that the appropriate SP mark or marks (as determined by SP) are placed on each of the Telephones and any supporting equipment when inventory considerations and design specifications permit, at ATS’s sole discretion.

b.

ATS further agrees to design the packaging and packaging inserts for the Telephones. ATS will ensure that the appropriate SP mark or marks (as determined by SP) will be placed on all packaging and packaging inserts. SunRocket, with ATS cooperation and guidance, will provide all information and design for service offering inserts and information pertaining to the service offering for the packaging. ATS acknowledges that any retail packaging or materials shall include any information necessary to comply with FCC and FTC regulations as mutually agreed upon by the parties and provided for by SP.

c.

ATS will provide SP with all documentation and training materials associated with its Telephones so that SP can provide first level customer support. ATS further agrees to provide second level support and troubleshooting assistance for SP technical support. The account servicing obligations of each party, including the hours during which each party must provide such support, are described in Appendix E.

d.

ATS shall specify, via email from time to time, to SP (the “Account Order”) the aggregate number of initial “Activation Codes” to be provisioned by SP to be included on the packaging inserts. The Activation Codes will be the unique identifier entered into the SP database prior to activation and will be used by ATS to associate the hardware unique identifier and the retailer as well as the rate plans to be made available to ATS End Users by SP as set forth in Appendix B. Once the request is made, SP will make commercially reasonable efforts to provide the Activation Codes within ten (10) business days following the request. ATS will match the Activation Codes with a unique identifier to be designated to each individual Telephone “MAC Address” that will be returned to SP in a mutually agreed-upon file format. SP will make commercially reasonable efforts to match and activate each Activation Code to the corresponding MAC Address within twenty-one (21) business days of the receipt of the MAC addresses.

e.

ATS will use commercially reasonable efforts to resolve all End User disputes regarding Telephones within a commercially reasonable amount of time.

2.

SP Obligations .

a.

During the term and subject to the terms and conditions contained herein, SP agrees to provide Telephone users with Services.

b.

SP will use commercially reasonable efforts to resolve all End User disputes regarding Services within a commercially reasonable amount of time.

c.

Subject to FCC and FTC requirements, SP agrees to provide ATS with End User information as described in Appendix D, section 3.

d.

SP at its sole discretion may offer non-ATS hardware to End Users provided that (i) ATS does not make similar functioning hardware available to SP within [Subject to a request for confidential treatment; Separately filed with the Commission] of availability date of the similar functioning non-ATS hardware, or (ii) it is not within [Subject to a request for confidential treatment; Separately filed with the Commission] of the Account activation and ATS has not provided such hardware to SP as prescribed in section (d) (i). SP agrees to notify ATS in writing and in a timely manner if SP is pursuing or considering to pursue new End User hardware which may be made available to End Users to support current or future Services.

e.

SP may offer additional telecom services or Services to ATS generated End Users provided that the applicable Commission as set forth in Section

9 below shall apply to any revenues associated with such a sale, during the period in which such a Commission would apply pursuant to the terms herein, in the event that it markets additional telecom services or Services to such End Users without the expressed written consent of ATS. Services may include, but will not be limited to those set forth in Appendix F, but SP shall make commercially reasonable efforts to make those services available to ATS at the same time to market to new End Users through its approved channels.

3.

Reports . SP shall provide to ATS the reports described in Appendix D, section 3 at the frequencies provided therein. In addition, from time to time, ATS may identify additional reports to be generated by SP and delivered to ATS on an ad hoc or periodic basis.

4.

Deactivation . SP reserves the right to terminate Services to any Account if it determines, in its sole discretion, that End-Users of such Accounts are actually or allegedly engaged in activities that are illegal, fraudulent or wrongful or which may be harmful to SP in any way. ATS shall receive a monthly report of all such deactivated Accounts and SP shall make commercially reasonable efforts to provide reasons for such deactivations. SP may also terminate End Users for non-payment or if they are violating the terms of SP’s “Terms of Service” as set forth on the SunRocket.com website and as may change from time to time as set forth in Appendix I herein.

5.

Marketing and Distribution . ATS will use its commercially reasonable efforts to promote, market and distribute the Services in conjunction with the ATS System under this Agreement. ATS shall have discretion to decide the methods and channels used to market, promote and distribute the Services through those retailers set forth in Appendix G although ATS may distribute the Services in conjunction with ATS Telephones through retailers not set forth in Appendix G, subject to SP written approval that may not be unreasonably withheld or delayed. Nothing herein shall limit ATS’ right to promote, market and distribute other Telephones that are not bundled with the Services provided by SP, nor SP’s right to promote and distribute other hardware or Services not bundled with the ATS System, subject to any exclusivity provisions contained in Section 12 below except as provided in Section 2(d). ATS shall be solely responsible for the development of all promotional and marketing materials, inserts and advertising materials (“Materials”) except as set forth in section 1 (b) above. Without limiting the foregoing, ATS may not produce or utilize any marketing materials, promotional initiatives or advertisements for the Service unless approved by SP in writing in advance, and such approval or rejection must take place in a timely manner and approval may not be unreasonably withheld or delayed. Should SP require certain disclosures required by Regulatory Authorities to be included with the Telephones in the packaging, SP agrees to provide ATS with such information in a timeframe sufficient to permit ATS to include the disclosures with the Telephones.

6.

PAYMENT METHODS FOR SUBSCRIBERS . SP agrees to accept payment via credit card and debit card. More payment methodologies such as ACH and Pay Pal may be added in the future, but may require an additional fee, paid by the End User, for the use of Services.

7.

MARKETING CO-OP PAYMENTS . SP agrees to pay [Subject to a request for confidential treatment; Separately filed with the Commission] for each activated Account to ATS as a “Marketing Co-op Payment.” Such payments will be allocated by ATS for the promotion and marketing of Services at ATS’ sole discretion. On a regular and timely basis, ATS will provide SP in advance with a summary plan for spending allocations and purposes, plus regular performance reports when specified. SP shall have the right to approve or reject all marketing or promotional materials that include the SP Marks as defined in Section 18 below, such approval must be made within 48 hours of acknowledged receipt of the materials and may not be unreasonably delayed or withheld. At ATS’ sole discretion, ATS may allocate up to [Subject to a request for confidential treatment; Separately filed with the Commission] of the Agent Fees as set forth in section 10 below as an additional Marketing Co-op Payment. ATS and SP agree to establish a joint interest bearing operating bank account where these funds will be maintained, from which ATS may disburse funds and SP may audit such disbursements.

8.

KEY CITY FUNDS . ATS may designate up to [Subject to a request for confidential treatment; Separately filed with the Commission] retailers (“Strategic Accounts”) from Appendix G, for which “Key City Funds” and special Agent Fees (as defined in Section 10 and Appendix B) would apply. Upon acceptable notification of the shipment of Telephones and related equipment to and their arrival at a Strategic Account, SP and ATS agree to each commit two-hundred and fifty thousand dollars ($250,000) to service the initial Strategic Accounts as “Key City Funds” to be allocated by ATS, at its sole discretion, for marketing purposes designated for Strategic Accounts. For each of the Strategic Accounts, the Parties agree to each allocate an additional two-hundred and fifty thousand dollars ($250,000) (“Additional Key City Funds”) within thirty (30) days following the activation of the [Subject to a request for confidential treatment; Separately filed with the Commission] Account sold through that Strategic Account. Key City Funds will be contributed into the joint bank account referenced in Section 7, from which ATS may disburse funds and SP may audit such disbursements.

9.

SERVICE COMMISSIONS . SP shall be responsible for maintaining all billing, collection and transaction records with respect to the End User’s use of the Service. For the first $30 in monthly Net Revenue per End User, SP agrees to pay ATS twenty-five percent (25%) of the Net Revenues for any Account activated in the first year following the Effective Date and twenty-two percent (22%) for all Accounts created thereafter (“Commission”). For monthly Net Revenue per End

User exceeding $30, SP agrees to pay ATS fifteen percent (15%) of the Net Revenue in excess of $30. The term “Net Revenues” means gross revenues less any service credits and taxes and regulatory mandated fees incurred by SP. All payments to ATS shall be made via wire transfer on the 25 ^th day of each month for the prior month’s activity, provided that no such payment shall be made for a sum less than $10,000, in which case the amount shall be accrued in an account earmarked for ATS and paid with the next payment due to ATS. Each payment shall be accompanied by a detailed report that includes a month-to-date activity summary for the covered period, listed by Account as formatted in Appendix D.

10.

AGENT FEES . SP agrees to pay ATS an Agent Fee (“Agent Fee”) for each activated Account according to the table as set forth in Appendix B. All payments to ATS shall be made to ATS via wire transfer on the 25 ^th day of each month for the prior month’s activity, provided that no such payment shall be made for a sum less than $10,000, in which case the amount shall be accrued in an account earmarked for ATS and paid with the next payment due to ATS. ATS agrees that the Agent Fee will be refunded for End Users who cancel their Service within thirty-one (31) days following activation. Any such returned Agent Fee will be offset from payments due in the next payment period. Each payment shall be accompanied by a detailed report that includes a month-to-date activity summary for the covered period, listed by Account.

11.

RATES AND SERVICE PLANS . SP agrees to make at least [Subject to a request for confidential treatment; Separately filed with the Commission] Service plans available to End Users as set forth in Appendix C. The parties may agree to offer End Users additional Service plans from time to time and will reach an agreed upon Agent Fee prior to the introduction of that plan that provides ATS with an Agent Fee, Marketing Coop Payment, Commission and Rebate that is no less than that which is set forth for the lowest Service plan herein.

12.

EXCLUSIVITY .

a.

SP acknowledges that the Limited Edition service plan as set forth in Appendix C, or any other similar sub-$10 plan, will be made available exclusively with the ATS Telephone from the Effective Date until the end of 2005. However, should SP determine to continue to offer the Limited Edition plan or any similar sub-$10 plan, whether directly or indirectly, ATS will have the right to promote the same plan for the period in which SP offers it, subject to the Term of this Agreement and any other limitations herein. If a total of 10,000 or more Accounts are activated between the Effective Date and December 31, 2005 because of ATS efforts pursuant to this Agreement, ATS will be granted the exclusive right to market such sub-$10 plan through the retailers listed in Appendix G through June 30, 2006. If a total of 100,000 or more accounts are activated between the Effective Date and June 30, 2006 because of ATS efforts pursuant to this Agreement, ATS will be granted the exclusive right

to market such sub-$10 plan through the retailers listed in Appendix G through December 31, 2006. Should SP’s costs shift upward at a rate that is greater than fifteen percent (15%) that they can document for ATS, the parties will work together to modify the sub-$10 plan to create an alternate promotional service plan. Provided that ATS is still entitled to exclusivity on the sub-$10 plan, such exclusivity would be applied to the alternate service plan.

b.

ATS will be granted the exclusive right to market those rate plans specified in Appendix C to those retail chains specified in Appendix G for a period beginning on the Effective Date and lasting six months. If an average of at least one half of one Account is being activated per week per store in a particular retail chain during months five and six of this period, ATS will be granted an extension of this exclusivity period for that particular chain for an additional six months. After the second six month period, ATS will be granted an extension of exclusivity in the account that performs with a 25% increase in the number of Accounts from the prior six month period. The volume for calculating the six month period will be calculated by taking fifty percent (50%) of the Account activations during the prior twelve month period.

13.

REBATES . SunRocket agrees to pay ATS [Subject to a request for confidential treatment; Separately filed with the Commission] of the redemption value of any rebates offered on phone master base station units and/or combination package containing the master base station unit and any number of expansion units up to a maximum advertised rebate of [Subject to a request for confidential treatment; Separately filed with the Commission] . SunRocket agrees to pay ATS [Subject to a request for confidential treatment; Separately filed with the Commission] of the redemption value of any rebates offered on phone expansion units up to a maximum advertised rebate of [Subject to a request for confidential treatment; Separately filed with the Commission] (“Rebate”). ATS will invoice SP for the Rebate deposit prior to SP making any Rebate redemption payments. All payments to ATS shall be made to ATS via wire transfer on a bi-weekly basis, based on documented redemption.

14.

RECORDS . Each party hereto shall maintain reasonably complete, clear and accurate records of all information required to determine the amounts of any payments or transactions under the Agreement. Each party hereto, upon giving thirty (30) days prior written notice to the other party hereto, and no more than once during any twelve (12) month period, may conduct, at reasonable times during regular business hours and subject to the Confidentiality Obligations of Section 21, an inspection and audit of the portions of such books and records of the other party as is necessary to verify that such payments, including the amounts thereof, have been made in accordance with the terms hereof.

15.

TERM . This Agreement shall continue from the date this Agreement was entered into until the third anniversary of the date on which the first Account is activated (“Initial Term”). If at least [Subject to a request for confidential treatment; Separately filed with the Commission] Accounts have been activated between the Effective Date and the last day of the Initial Term because of ATS efforts pursuant to this Agreement, ATS shall have the option to extend the Initial Term for one year, subject to written notice to SP. Should ATS exercise this option, section 16 (b) (relating to certain SP payments prior to the expiration of the Term of this Agreement) shall be considered null and void, and SP shall not be required to make any payments to ATS pursuant thereto. SP will make commercially reasonable efforts to provide Services to support a pilot program supporting not more than five thousand (5,000) End Users by August 15, 2005 and a full commercial launch by September 30, 2005.

16.

TERMINATION .

a.

This Agreement may be terminated prior to its expiration upon the occurrence of any of the following: (a) by the non-breaching party, if the other party materially breaches this Agreement which breach is not cured within thirty (30) days of written notice thereof to the breaching party; (b) by SP or ATS, upon a determination by any governmental authority with jurisdiction over the parties that the provision of the Telephones and/or Services under this Agreement in the jurisdictions in which the Telephones are being distributed is contrary to existing laws, rules or regulations; the party electing to terminate shall provide written notice to the other party setting forth in reasonable detail the factual basis for such termination and the parties agree in good faith to attempt to create a solution or workaround, or modify the Services to eliminate the requirement creating the basis for such termination in a manner mutually agreeable for a period of no less than ten (10) business days after the receipt of such notice and if such agreement is reached or the factual basis for such termination is otherwise resolved, then the Agreement shall not be terminated. Upon termination of this Agreement for any reason, ATS shall immediately cease production of the Telephones with Service provided by SP. Should ATS decide, in its sole discretion, to have SP continue to activate Accounts in Inventory, ATS shall provide SP with a final accounting setting forth the number of units in retail inventory (“Inventory Units”). SP will continue to support such promotional minutes on Inventory Units until all units are sold, ATS and SP further agree to use commercially reasonable efforts to migrate service on Telephones to another service provider including the transfer of all relevant and needed user records and any phone numbers used to fulfill any obligations under this Agreement. Should ATS decide, in its sole discretion, to have SP discontinue activation of Accounts in Inventory, then ATS shall immediately recall all Inventory Units as of the date of said election and shall agree to indemnify and hold SP harmless as set forth in Section 20 below.

b.

SP agrees to pay ATS a fee equal to [Subject to a request for confidential treatment; Separately filed with the Commission] of Service revenues for the preceding two (2) months prior to the date of the Termination or expiry of the Term of this Agreement. For those End Users who activated their Services in the preceding twelve (12) months prior to the date of the Termination or expiry of the Term of this Agreement, SP agrees to pay ATS an additional [Subject to a request for confidential treatment; Separately filed with the Commission] of Service revenues for the preceding two (2) months, unless ATS materially breaches this Agreement.

17.

OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS . SP shall be the sole and exclusive owner of all right, title and interest in and to all patents, copyrights, trademarks,