ATTACHMENT C

AGENT’S LIMITED AUTHORITY

This Att= achment sets forth the requirements of Agent to replenish Prepay Service Accounts, = add value to EasyPay accounts, and accept Postpay Customer’s bill payments through UDC.

Definitions

Affiliate <= /b>means, with respec= t to a party to this Agreement, any Entity, that directly or indirectly, through o= ne or more intermediaries, Controls, is Controlled by or is under common Contr= ol with such party.

Area means the MSAs, RS= As, MTAs and BTAs specified in Exhibits [A and A-1] within which VZW has regula= tory authority or is otherwise authorized to provide Service and within which Ag= ent is authorized to sell Prepay Service on behalf of UDC.
Authorized Agent Locations means an Agent Location identified on Exhibit [A-2] and such other Agent Location= s as may be added from time to time within the Area.

Carrier means an Entity (o= ther than VZW) licensed by the FCC to offer Service through the use of licensed Facilities.

Collateral = means the document= ation provided by VZW for presentation to a Subscriber or potential Subscriber wh= ich may contain terms and conditions and other information relevant to Prepay Services, including but not limited to, point of sale material, and sales brochures.

Compensation means the compensa= tion or any payment Agent receives pursuant to this Contract.

Confidential Infor= mation m= eans the terms and conditions of this Contract, account information and any other business information of the disclosing party (including any VZW confidential information) disclosed either directly or indirectly, whether in oral form,= or in written, graphic or electronic form, which is confidential or proprietar= y, including, without limitation, firmware, source code, object code, software tools, designs, schematics, plans, formulas, know-how, Equipment informatio= n, Subscriber information, Subscriber lists, markets, inventions, processes, technology or any other information relating to any research project, work = in process, future development, scientific, engineering, manufacturing, market= ing or business plans, or financial or personnel materials, products, future products, product plans, services, sales, training materials, the identity = of or information concerning suppliers, employees, or investors.

Equipment <= /b>mean mobile or por= table telephones and data communications devices, and any other wireless or simil= ar devices, including wireless modems (a/k/a PC cards) and modules and personal communications devices, and accessories, used in conjunction with or in ord= er to utilize the Service.

F= acilities means the telecommunications switching equipment, cell si= te transceiver equipment, and other equipment maintained, expanded, modified, = or replaced by VZW or a Carrier to provide Service.

L= icensed Marks shall mean those Marks that VZW, in its sole discretion, = has authorized UDC to sublicense to Agent as set forth on Exhibit [H], which are subject to change upon notice.

A= gent Location means those retail stores owned and/or operated by Agent = open for business from time to time.

M= arks m= eans all decorative designs, insignia, logos, names, service marks, service name= s, symbols, trade dress, trademarks, trade names, or the like, whether registe= red or unregistered, which VZW or its Affiliates own or are licensed or sub-licensed to use in connection with VZW Service or Equipment relating to= VZW Service.

M= DN m= eans the mobile directory number that is received from the North American Number= ing Plan Administration ("NANPA") for the purpose of receiving calls = from the PSTN. It is a telephone number ("NPA-NXX-XXXX") used to access Service and is assigned to a unit of Equipment.

M= IN m= eans the mobile identification number, which is announced to Carriers for the purposes of providing Service and processing calls on the Facilities of VZW= or a Carrier. A MIN is paired with an MDN for the purposes of receiving calls = from the PSTN.

NAM = m= eans the number assignment module found in a unit of Equipment.

N= umber m= eans the MIN and MDN used to provide access to the Service.
P= ostpay Service(s) means VZW’s Service (voice and data) for which (aft= er Activation and on an ongoing basis) a Subscriber is billed in advance for access fees and required to pay for usage only after using such Service.

P= repay Service(s) means VZW Service (voice and data) paid for in advance by= a Subscriber at the time of Activation or redemption of a PIN, Card or through some other method approved by VZW, as applicable, in order to access and use such Prepay Service.

R= eseller means any Entity that resells the Service of VZW or a Carrier.

S= ervice(s) means wireless service provided pursuant to licenses issu= ed by the FCC pursuant to the FCC's rules and all voice and data services reasonably ancillary thereto.

S= ubscriber means the ultimate user of VZW Service provided by or thr= ough VZW. Subscriber purchases VZW Service from VZW and is responsible for payme= nt of charges to VZW. Each Number is deemed to be a separate Subscriber. =

S= ubscriber Information means all non-public information concerning Subscribers including, without limitation, the Numbers, Prepay Service account informat= ion and Prepay Service usage that Agent may obtain from any source in the cours= e of performance of this Agreement, including any information of a confidential = or proprietary nature received by Agent, directly or indirectly, from VZW, or acquired or developed pursuant to the provision of Prepay Service to Subscribers. “Non-public information” does not include the Subscriber’s name, address and landline telephone number and other telephone numbers, provided that such other telephone numbers are not Numbe= rs.

A= gent m= eans for the purposes of this Agreement, when used in connection with the grant = of rights from UDC under this Agreement, the Entity who is contracting under t= his Contract and, to the extent that such term is used herein to describe requi= red conduct or to obligate Agent, the term shall also include any employee, principal, officer, or agent, partnership or officer of such Entity, and sh= all correspondingly create an obligation on the part of Agent to bind such othe= r Entity accordingly.

T= elemarketing means the initiation of a telephone call or message to any current, former or prospective Subscriber that includes as its sole or part= ial purpose the encouragement of the purchase of VZW Service or of Equipment to= be used in connection with such Service.

V= ZW m= eans Verizon Wireless.

V= ZW Contract means the agreement between UDC and VZW authorizing UDC to market, offer and sell Prepay Services and accept bill payments from Postpay Subscribers.

V= ZW Agent means any Entity that VZW has authorized to directly or indirectly market Prepay Service on its behalf.

V= ZW Service(s) means the Service offered by VZW in the Area. =

Provisions concerning Agent’s limited authority with respect to Prepay Services and accepta= nce of Postpay bill payments:

<= span style=3D'mso-list:Ignore'>&nbs= p;         a) Agent shall market and sell Prepay Service and accept Postpay bill payments in compliance with all federal, state and local laws,= the VZW Compliance and Clear Disclosure Guidelines attached as Attachment C to = this Contract and all VZW processes and procedures, including, but, not limited = to, Subscriber receipt requirements. Agent, at its expense, shall train its salespersons in the sale of Prepay Service and acceptance of Postpay bill payments from Subscribers and shall require all of its customer facing personnel to successfully complete any VZW required training, within the timeframes and at the frequency reasonably established by VZW. Agent shall successfully complete training certification on new Prepay Services prior to offering for sale such Prepay Services. Agent shall maintain records of the= VZW training completed by its customer-facing personnel and shall provide UDC w= ith written confirmation of its ongoing compliance with this subsection. <= /o:p>

<= span style=3D'mso-list:Ignore'>&nbs= p;         b) During the term, and any extended term, of this Contra= ct, (and for subsection b) (1) for a period of two (2) years after the terminat= ion of this Contract for any reason), neither Agent, nor any of its Affiliates, employees, or agents shall:

<= span style=3D'mso-list:Ignore'>&nbs= p;         (1) directly or indirectly induce, influence, or suggest = that any user or prospective user of Services purchase Prepay Services from, or contract with, any other VZW Agent, VZW Reseller, or other representative of VZW;

<= span style=3D'mso-list:Ignore'>&nbs= p;         (2) directly or indirectly induce, influence, or suggest = that any Subscriber purchase Services from, or contract with, any Carrier or Reseller, or any agent or other representative of either;

<= span style=3D'mso-list:Ignore'>&nbs= p;         (3) share Compensation with any other VZW Agent or VZW Reseller or with any agent or other representative of any Carrier or Resell= er; or

<= span style=3D'mso-list:Ignore'>&nbs= p;         (4) solicit or enter into any agreement with any VZW Agen= t or VZW Reseller or with any agent, or other representative of any Carrier or Reseller that interferes with or alters VZW’s relationship with Agent, other VZW Agents or VZW Resellers.

<= span style=3D'mso-list:Ignore'>&nbs= p;         c) Agent shall inform Subscribers that VZW’s obligations to Subscriber are only those set forth in the agreement for Pre= pay Service between VZW and Subscriber. Agent shall not represent or promise th= at Subscribers or potential Subscribers shall be charged for Prepay Service at= any rate other than those established by VZW for which Subscriber is eligible in VZW’s sole discretion. Agent shall not impose any type of fees for Pr= epay Service on a Subscriber (including, but not limited to, unauthorized deposi= ts on credit cards, or fees), via separate contract or otherwise, other than t= hose provided for by VZW as part of VZW’s business processes and procedure= s.

<= span style=3D'mso-list:Ignore'>&nbs= p;         d) Agent understands, acknowledges and agrees that Subscribers are customers of VZW, and Agent does not have and shall not acq= uire any property interest or exclusive rights in Subscribers that purchase Prep= ay Service or make payments on their Postpay accounts through Agent. Subscriber Information shall be considered VZW Confidential Information, not be deemed excluded under any provision of this Contract, and Agent shall keep all Subscriber Information confidential and shall not disclose it to any third party or use it for its own benefit, or for the benefit of any third party,= at any time during or after the term.

<= span style=3D'mso-list:Ignore'>&nbs= p;         e) Agent shall not, without VZW’s prior written consent, disclose to any third party any Confidential Information provided = to Agent by VZW, whether directly or indirectly though UDC. =

<= span style=3D'mso-list:Ignore'>&nbs= p;         f) UDC grants Agent a limited license to use the Licensed Marks, subject to the following terms. All advertising or promotional mater= ial prepared by Agent using the VZW name, the Licensed Marks, or any language f= rom which any of the Marks may be inferred or implied, shall be submitted to UDC who shall obtain VZW’s written approval before publication. Agent may= use sales materials prepared or distributed by VZW.

<= span style=3D'mso-list:Ignore'>&nbs= p;         g) VZW is not a party to this Contract and VZW shall have= no obligations or liability, contractual or otherwise, to Agent. Agent acknowledges and agrees that it is not intended to be, and shall not be dee= med, a third-party beneficiary of the VZW Contract.

<= span style=3D'mso-list:Ignore'>&nbs= p;         h) Any controversy or claim that may arise between Agent = and UDC that relates to this Contract, or any prior or future contract between = UDC and Agent shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with the Wireless Industry Association Rules of the AAA, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. The arbitr= ation requirement shall apply to and be for the benefit of VZW as an intended third-party beneficiary in the event a dispute may arise between Agent and = UDC that involves any dispute with, or claim against, VZW. Agent and UDC recogn= ize that this Contract involves interstate commerce and is subject to the Feder= al Arbitration Act.

<= span style=3D'mso-list:Ignore'>&nbs= p;         i) UDC shall not be liable to Agent for any consequential, incidental, indirect, punitive, special, treble or enhanced damages, includ= ing but not limited to lost profits, lost business, diminution in value of business, or other commercial or economic loss, whether such damages are claimed for breach of contract, negligence or otherwise, and whether or not= UDC has been advised of the possibility of such damages, unless applicable law forbids a waiver of any such damages. This limitation of liability applicab= le to UDC also shall apply to, and be for the benefit of, VZW as an intended third-party beneficiary of this Contract in the event a dispute may arise between Agent and UDC that involves any dispute with or claim against VZW. =

l) Agent shall not transmit to a Number any unsolicited or unauthorized commercial material, including, but not limited to, advertising, promotional materials, “j= unk mail,” “SPAM,” chain letters, pyramid schemes, or other u= ndesirable material.

m) No service perfor= med by Agent pursuant to this Contract shall be provided, directed, controlled, supervised, or managed, and no Subscriber Information relating to any such service shall be stored or transmitted, at, in, or through a site located outside of the Unite= d States. Agent further represents, warrants and covenants that it will not use, or a= llow the use, outside of the United States of any user identifications and passwords assigned to it for access to the Subscriber Information.

n) Agent shall not assign or delegate to any Entity any rights or obligations that Agent has u= nder this Contract with respect to the offer, sale, or marketing of Prepay Servi= ce to any Entity.

o) Agent shall not advertise, solicit, or consummate any sale of Prepay Service through (a) any e-commerce functionality, including, but not limited to, a website operated directly or indirectly by Agent, or (b) Telemarketing. Agent may post on a website maintained by or for Agent only the following information: that Age= nt is authorized to sell Prepay Service and accept Postpay bill payments, the address(es), phone numbers and hours of operation of theAgent Location(s) a= nd the VZW approved logo identifying Agent as authorized to sell Prepay Servic= e .

<= span style=3D'mso-list:Ignore'>&nbs= p;         p) Agent understands, acknowledges and agrees that VZW sh= all have the right, in its sole discretion, to approve, reject or rescind its approval of Agent and to revoke the authority of Agent to offer, sell and market Prepay Service and accept Postpay bill payments in any portion or al= l of the Area immediately upon written notice to UDC.

q) Agent represents = and warrants:

(1) the execution, delivery and/or performance of this Contract will not conflict with or result in any breach= of any provision of the charter or by-laws of Agent or any agreement, contract= , or legally binding commitment or arrangement to which Agent is a party; <= /o:p>

(2) Agent is not subject to any limitat= ion or restriction (including, without limitation, noncompetition/exclusivity, = and confidentiality arrangements) which would prohibit, restrict or impede the performance of any of Agent’s obligations under this Contract; and

(3) Neither Agent nor its Affiliates are contractually prohibited, under an existing/expired/terminated contract, fr= om promoting Prepay Service, accepting Postpay bill payments, or representing = VZW.

5. I= n the event a Subagent submits to VZW a written request to enter into a direct contractual relationship with VZW, VZW may consider such request and/or ent= er into a direct contract with such Subagent, subject to the following: VZW has received written confirmation that Subagent provided written notice to UDC = of its request to enter into a direct contract with VZW and at least thirty (3= 0) days has expired from such notice and UDC has not objected in writing to VZW and the Subagent. If UDC objects and UDC and Subagent are unable to resolve their outstanding disputes or otherwise agree, VZW may nevertheless enter i= nto a direct contract with such Subagent without incurring any liability to UDC= as a result of entering into such agreement.

1.      While having the rights of an intended third-party beneficiary to the extent set forth in this Exhibit, VZW shall not be considered a party to any contract = or contracts between UDC and Agent and VZW shall have no obligations or liabilities under any such contracts.

Acknowled= ged and accepted:

&nbs= p;

Signer= #1

&nbs= p;

Initials ____________

&nbs= p;

&nbs= p;

Signer= #2

&nbs= p;

Initials ____________

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ATTACHMENT D

VERIZON WIRELESS

CONSUMER CLEAR DISCLOSURE

POLICY & GUIDELINES

August 2005

Copyright © 2000, 2004, 2005 Ver= izon Wireless

I. CONSUMER CLEAR DISCLOSURE POLICY

V= erizon Wireless follows an uncompromising Consumer Clear Disclosure Policy. We will fully, clearly and directly inform consumers of the terms and conditions of= our services. The Consumer Clear Disclosure Policy applies to all agent communications, related to Verizon Wireless Service, with consumers, includ= ing print, radio, television and Internet advertising, point of sale materials = and processes, and oral communications by agent’s sales representatives. =

I= t is imperative that consumers know their rights and obligations in connection w= ith Verizon Wireless service. The following guidelines must be followed at all times:

<= span style=3D'mso-list:Ignore'>&nbs= p;         • All communications with customers related to Verizon Wireless Service must be truthful and accurate. Communications must not be false, misleading or have= a tendency to deceive. All claims must be substantiated in advance of communication or publication.

<= span style=3D'mso-list:Ignore'>&nbs= p;         • All terms and conditions of Verizon Wireless Service must be disclosed. Specifically, Ver= izon Wireless and our agents must clearly inform consumers about the nature and amount of included allowance minutes and the hours and coverage area in whi= ch they can be used, minimum contract term, and return policy. We must also clearly disclose all charges associated with our offers, including, when applicable, activation fees, monthly access fees, home, roaming and long distance rates, anytime and night & weekend per minute rates, early ter= mination fees, charges associated with any returns, usage charges associated with included features and optional services, any extra charges (like the Federal Universal Service Charge, Regulatory Charges, other Verizon Wireless surcharges), and governmental taxes and fees. There will be no “hidden” charges.

<= span style=3D'mso-list:Ignore'>&nbs= p;         • No advertisi= ng, sales materials, or other customer-facing materials related to Verizon Wire= less Service should be published without the prior approval of Verizon Wireless = or its designee.

V= erizon Wireless’ Consumer Clear Disclosure Policy also serves to advance the requirements of Verizon Wireless’ implementation of the CTIA Consumer Code for Wireless Service and the July 21, 2004 Assurance of Voluntary Compliance entered into between Verizon Wireless and the attorneys general = of 33 states (“AVC”).

          II. CONSUMER CLEAR DISCLOSURE GUIDELINES

V= erizon Wireless’ Consumer Clear Disclosure Guidelines serve as a framework to outline many legal aspects of communications with consumers. They are not all-inclusive, however, and do not contain rules and regulations that apply= to every situation. The typical consumer is an individual who may be generally familiar with wireless service and the following key attributes of such service:

<= span style=3D'mso-list:Ignore'>&nbs= p;            &= nbsp;      (i) For a fixed mont= hly access fee, a customer receives an allowance of minutes to be used within s= ome geographic area;

<= span style=3D'mso-list:Ignore'>&nbs= p;            &= nbsp;      (ii) Usage outside t= hat area ("roaming"), or beyond the monthly allowance, is charged at a higher per-minute rate;

<= span style=3D'mso-list:Ignore'>&nbs= p;            &= nbsp;      (iii) Customers are generally required to commit to purchase service for a fixed term (generall= y 1 or 2 years); and

<= span style=3D'mso-list:Ignore'>&nbs= p;            &= nbsp;      (iv) There is a fee associated with terminating service before the end of that term.

T= he typical consumer, however, without detailed explanation, has very little or= no understanding of the nuances of any of Verizon Wireless' offers or promotio= ns.

T= he information about Verizon Wireless products and services that the typical consumer will expect to receive depends on the nature of the communication,= and the medium used. For example, the typical consumer viewing a billboard displaying a Verizon Wireless branding message (e.g., "Join in with Verizon Wireless") will not expect to receive any additional informati= on about our products and services. In contrast, however, the typical consumer activating Verizon Wireless service for the first time in an agent’s location will expect to receive all of the terms and conditions of the serv= ice, and to have the key terms specifically highlighted by the sales representat= ive.

W= hile the nature and amount of information that must be disclosed may vary depend= ing on the context, it is NEVER appropriate to provide inaccurate information, or fail to provide material information, the disclosure of whi= ch is necessary to prevent the information that was provided from being misleading. Verizon Wireless does not edit or withhold information from customers, we educate them and we expect our agents to do the same.

We have an excellent reputation, are seen as #1 by the public, and are the lea= der in the wireless industry. It is a business imperative that we maintain that credibility and reputation.

III. GENERAL ADVERTISING RULES

U= SE OF THE WORD “FREE” <= o:p>

T= he use of the word “free” is a powerful marketing tool that calls = the customer to action. The use of the word has been the subject of a large amo= unt of litigation and regulatory enforcement proceedings. As a result, the word “free” is subject to very specific guidelines, and is covered by the AVC and the CTIA Consumer Code. Consumer advocacy groups and regulators monitor and scrutinize the use of the word “free,” since it is = so prevalent as an enticement to the customer.

<= span style=3D'mso-list:Ignore'>&nbs= p;         • Disclose = All Material Restrictions and Conditions

When a free offer is made, all applicable terms, conditio= ns, and obligations upon which receipt and retention of the free item are contingent should be set forth clearly and conspicuously at the outset of t= he offer, in close proximity to the use of the word “free”. Disclo= sure of the terms in a footnote is not regarded as making disclosure at the outs= et, even if an * or other symbol is used.

• Definition of “Regular Price” =

The word “free” means that the customer is pa= ying nothing for the “free” item. If the consumer can only get the “free” item by buying something else (e.g., as part of a “Buy One, Get One Free” offer), then you cannot charge more than the regular price for the purchased item. The term “regular” is defined as follows:

The price, in the same quantity, quality, and with the sa= me service, at which the seller or advertiser of the product or service has op= enly and actively sold the product or service in the geographic market or trade = area in which he is making a “free” or similar offer in the most rec= ent and regular course of business for a reasonably substantial period of time,= i.e., a 30-day period. For consumer products or services that fluctuate in price,= the “regular” price shall be the lowest price at which any substant= ial sales were made during the aforesaid 30-day period.

Thus, you may not increase the price, lower the quantity,= nor reduce the quality of the purchased item when advertising the other item as “free.” For example, if you are regularly selling an LG 6000 for $69.99, you cannot also promote “Buy 1 LG 6000 at $79.99 and get one free.” In this situation, the customer is paying $10 more for the LG = 6000 than he or she would have, and, thus, this would not be a true “free” offer.

<= span style=3D'mso-list:Ignore'>&nbs= p;         • Additional Guidance for Use of the Word “Free”

<= span style=3D'mso-list:Ignore'>&nbs= p;         • Do not use t= he term “free” if the item is always part of the transaction (e= .g., long distance, Caller ID, etc.). In order to be free, the item must be something normally sold at a price and it must actually be free. Although t= here may not be a particular price associated with any individual item in a plan, bundle or package, the price for the bundle contemplates the total value offered. The components of a package or bundle are included in the p= rice and should be advertised as such (e.g., a $49.99 America= ’s Choice Plan “includes unlimited nights and weekends.”).

<= span style=3D'mso-list:Ignore'>&nbs= p;         • As a general guideline, a single product or a single kind of service should not be advertised as a free offer in a trade area for more than six months in any twelve-month period. At least thirty days should elapse before another such offer is promoted in the trade area. No more than three such offers should = be made in the same area in any twelve-month period. In any twelve-month perio= d, the offeror’s sale in a trade area of the product promoted with a free offer should not exceed fifty percent of the total volume of its sales of t= he product.

<= span style=3D'mso-list:Ignore'>&nbs= p;         • No “free” offer should be made in connection with the introduction= of a new product or service offered for sale at a specified price unless the offeror expects, in good faith, to discontinue the offer after a limited ti= me and to commence selling the product or service promoted, separately, at the same price at which it was promoted with the “free” offer.

<= span style=3D'mso-list:Ignore'>&nbs= p;         • In such offe= rs, no representation may be made that the price is for one item and that the o= ther is “free” unless the offeror expects, in good faith, to discont= inue the offer after a limited time and to commence selling the product or servi= ce promoted, separately, at the same price at which it was promoted with a “free” offer.

<= span style=3D'mso-list:Ignore'>&nbs= p;         • Other terms = that have the same meaning as the word “free” and triggering the same rules above include the following:

<= span style=3D'mso-list:Ignore'>&nbs= p;         o Gift

<= span style=3D'mso-list:Ignore'>&nbs= p;         o Buy 1- Get 1 Free =

<= span style=3D'mso-list:Ignore'>&nbs= p;         o 2-for-1 Sale <= /span>

<= span style=3D'mso-list:Ignore'>&nbs= p;         o 50% Off With Purch= ase of Two

<= span style=3D'mso-list:Ignore'>&nbs= p;         o 1 Cent Sale <= /span>

<= span style=3D'mso-list:Ignore'>&nbs= p;         o Without Charge

<= span style=3D'mso-list:Ignore'>&nbs= p;         o Bonus <= /span>

<= span style=3D'mso-list:Ignore'>&nbs= p;         o Complimentary

“ON SA= LE” CLAIMS

In order to promote equipment or accessories as being “on sale” or “special”:

<= span style=3D'mso-list:Ignore'>&nbs= p;         • The equipment must be sold at the “regular retail price” in the “recent, regular course of business.”

<= span style=3D'mso-list:Ignore'>&nbs= p;         • The “regular retail price” must not be inflated or exaggerated.

<= span style=3D'mso-list:Ignore'>&nbs= p;         • The “recent, regular course of business” will mean the 30 consecuti= ve days immediately preceding the offering of equipment at the promotional pri= ce.

<= span style=3D'mso-list:Ignore'>&nbs= p;         • There must b= e a reasonable amount of sales of the equipment at the “regular retail price” during that time.

<= span style=3D'mso-list:Ignore'>&nbs= p;         • The amount of price reduction in a sale must not be so insignificant as to be meaningless= . It should be sufficiently large that the consumer, if he or she knew what it w= as, would believe that a genuine bargain or savings was being offered. A starti= ng point of a reduction of ten percent is recommended.

&= #8220;FREE TO PAY” OFFER
A “free to pay” offer means providing a product or service for fr= ee for an initial period, and then charging for it after the end of that initi= al period if the consumer does not take affirmative action to cancel before the end of the initial period (e.g., “Roadside Assistance free for= two months, $2.99/month thereafter”). In any “free to pay” of= fer, you must disclose, before the consumer is bound by an agreement with Verizon Wireless, the material terms and conditions of the free to pay offer clearly and conspicuously, including, if applicable:

<= span style=3D'mso-list:Ignore'>&nbs= p;         • The fact that the consumer must cancel the free to pay offer in order to avoid being char= ged;

<= span style=3D'mso-list:Ignore'>&nbs= p;         • The date or deadline and method by which the consumer must cancel to avoid being charge= d; and

<= span style=3D'mso-list:Ignore'>&nbs= p;         • The cost of = the good or service after the end of the initial “free” period.

IV CREATING ADVERTISING MATERIALS <= o:p>

          • These Consum= er Clear Disclosure Guidelines are designed to serve as a framework to outline= the many legal aspects of your communications with consumers. As noted above, however, they are not all-inclusive and do not contain rules and regulations that apply to every situation. Before disseminating or publishing any advertising or other consumer-facing materials, please submit the material = for approval to Verizon Wireless or its designee..

As noted above, all advertising and consumer-facing mater= ials must be submitted to Verizon Wireless or its designee for review and approv= al.

Acknowled= ged and accepted:

&nbs= p;

Signer= #1

&nbs= p;

Initials ____________

&nbs= p;

&nbs= p;

Signer= #2

&nbs= p;

Initials ____________

<= span style=3D'font-size:10.0pt'>