Pursuant to the Settlement in I.00-01-018 (Settlement), this Settlement Claims Administration Plan (Plan) describes the duties and obligations of the Settlement Claims Administrator, Gilardi & Co., LLC (Gilardi), in processing and mailing the Restitution and the Switching Fee Payment Checks respectively to Eligible Consumers and Existing Customers. All capitalized terms used herein shall have the same meaning as specified in the Settlement.

1. Restitution Payments. Within FIVE (5) Days after the date of issuance of the Commission decision adopting the Settlement, Respondents shall pay the Settlement Claims Administrator the amounts specified at Paragraphs 2.1 of the Settlement. The Settlement Claims Administrator shall hold these monies in the following bank accounts, the "Restitution Account" and the "Switching Fee Payment Account," in the manner and for the purposes set forth by the Settlement. The Settlement Claims Administrator shall act as a fiduciary of these Accounts on behalf of the Eligible Consumers and the Existing Customers.

2. Eligible Consumers Records. In accordance with Paragraph 3.2 of the Settlement, CSD shall provide the Settlement Claims Administrator with a list of the Eligible Consumers (i.e., names and mailing addresses), which shall be maintained in strict confidence. The Settlement Administrator shall use this data for mailing Restitution Checks to the Eligible Consumers.

3. Existing Customers Records. In accordance with Paragraph 4.2 of the Settlement, CSD shall provide the Settlement Claims Administrator with a list of the Existing Customers (i.e., their names and mailing addresses), which shall be maintained in strict confidence. The Settlement Claims Administrator shall use this data for mailing Switching Fee Payment Checks to the Existing Customers.

4. Distribution of Restitution and Switching Fee Payment Checks. The Settlement Claims Administrator shall distribute the Restitution Checks to each Eligible Consumer in an amount and in the manner described by Paragraphs 3.4 through 3.5. The Switching Fee Payment Checks shall be distributed to Existing Customers in an amount and in the manner described by Paragraphs 4.4 through 4.5. Both types of Checks shall state that they will become void if not cashed or deposited within NINETY (90) days after the date of the Check.

5. Reports to the Commission. Pursuant to Paragraphs 5.1 through 5.3, the Settlement Claims Administrator shall remit and report to the Commission its distribution and the returns of Restitution and Switching Fee Payment Checks.

6. Undeliverable And Expired Restitution and Switching Fee Payment Checks. As for all Restitution and Switching Fee Payment Checks mailed but returned as undeliverable for whatever reason (e.g., no current address found) or which have expired, no further action is necessary. The monies represented by such undeliverable or expired Restitution Checks shall be remitted and delivered to the Commission in a check drawn on the Restitution Account and made payable to the Commission in accordance with Paragraph 5.1. The monies represented by such undeliverable or expired Switching Fee Payment Checks shall be remitted and delivered to the Companies as stated in Paragraph 5.2.

7. Tax Reporting. The Settlement Claims Administrator shall perform any local, State or Federal tax-reporting obligation that results from establishing and/or maintaining the Restitution or the Switching Fee Payment Accounts.

8. Questions in Implementation. Any material questions regarding implementation of this Plan not addressed here or in the Settlement Agreement shall be directed to the Consumer Services Division.

9. Compensation of the Settlement Claims Administrator. According to the Fee Agreement between the Respondents and the Settlement Claims Administrator, the Settlement Claims Administrator shall receive no more than $ 17,000.00 for processing and mailing of the Restitution Checks; and no more than $14,450.00 for the processing and mailing of the Switching Fee Payment Checks.

APPENDIX B

MODIFICATION OF SETTLEMENT AGREEMENT

WHEREAS, Companies, TS and CSD are collectively herein referred to as "Parties," and

NOW THEREFORE, in consideration of the foregoing and the terms, covenants, and conditions herein stated, the Parties themselves or by their authorized representative(s) mutually agree as follows:

The Settlement Agreement shall be modified as follows:

1. The definition of "Existing Customer" found in paragraph 1, Definition of Terms shall be modified to read:

2. The first sentence of Paragraph 4.6 of the Settlement Agreement shall be modified to read:

"The total number of Existing Customers who shall receive a Switching Fee Payment Check shall be those "Existing Customer" as defined herein."

3. Appendix A - Tabulation of Existing Customers shall be modified with the mutual approval of all the Parties to conform to the revised definition of "Existing Customers," as stated herein at numbered paragraph 1 above.

Except as modified herein all terms, covenants and conditions of the Settlement Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have caused this Modification to Settlement Agreement to be duly executed by their respective authorized representative(s) as of the date hereof.

CONSUMER SERVICES DIVISION,

By /s/ RICHARD W. CLARK Date: 6/25/02

Richard W. Clark

Director of Consumer Services Division

/s/ CLEVELAND W. LEE Date: 6/25/02

NATIONAL TELECOMMUNICATIONS, INC. (D.B.A. FUTURE-TEL COMMUNICATIONS); LONG DISTANCE CHARGES, INC.; AND LEAST COST ROUTING, INC.

By /s/ NED GERSHENSON Date: 6/21/02

NED GERSHENSON

/s/ NED GERSHENSON Date: 6/21/02

DORIS FISHER

/s/ DORIS FISHER Date: 6/21/02

PATRICK MCMAHON

/s/ PATRICK MCMAHON Date: 6/21/02

TEL-SAVE, INC.

By: /s/ ALOYSIUS T. LAWN IV Date: 6/24/02

THOMAS J. MACBRIDE

/s/ THOMAS J. MACBRIDE Date: 6/24/02

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