IV. The Parties

A. First Communications, Inc.

FCI is a newly formed corporation with offices located at 3340 West Market Street, Akron, Ohio 44333. Telephone: (330) 835-2323. It has entered into letters of intent to acquire 100% of the shares of First Communications, and Xtension.

B. First Communications, LLC

First Communications is a privately held Ohio limited liability company headquartered at 3340 West Market Street, Akron, Ohio, 44333. Telephone: (330) 835-2323. First Communications was formed on July 1, 1997 under the laws of the State of Ohio. McKinley Communications, LLC holds a 51% ownership interest in First Communications, First Energy Corp. holds a 32% interest in First Communications and Boich Investment Group, Ltd. holds a 17% interest in First Communications. No other entity holds a 10% or greater ownership interest in First Communications.

First Communications is a common carrier that provides local, private line and long distance services to both business and residential customers in several states. Currently, First Communications provides telecommunications services to approximately 200,000 customers located primarily in Ohio, Michigan, Indiana, Illinois, North Carolina, Texas, Pennsylvania, and Florida. First Communications' service include, in addition to traditional local and long distance services, toll-free services, conference calling packages, calling cards, prepaid calling cards, Internet access and dedicated and private line services. First Communications' telecommunications services are provided primarily on a resale basis using the facilities and switches that are owned and operated by other telecommunications carriers.

First Communications is authorized to provide intrastate long distance telecommunications services in 42 states and is authorized to provide intrastate long distance and competitive local exchange telecommunications services in Illinois, Indiana, Michigan, New Jersey, New York, Ohio, Pennsylvania, and Wisconsin. In California, First Communications is authorized to provide resold interexchange telecommunications services pursuant to authority granted in D.03-10-066 issued on October 22, 2003.

C. Xtension Services, Inc.

Xtension is a corporation founded in 2000 under the laws of the State of Delaware. Its offices are located at 30 South Treasure Drive, Tampa, Florida 33609. Jamie J. O'Steen and David H. Amis each own 50% of Xtension. Xtension holds domestic and international Section 214 authorizations from the FCC and is authorized to provide long distance telecommunications services in 13 states and local exchange telecommunications services in New Jersey. In California, Xtension is authorized to provide resold interexchange telecommunications services pursuant to authority granted in D.01-03-006 issued on March 5, 2001.