U S Long Distance Corp Sample Contracts

WITNESSETH:
Employment Agreement • December 16th, 1997 • Usld Communications Corp • Telephone communications (no radiotelephone) • Texas
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and
Merger Agreement • September 23rd, 1997 • U S Long Distance Corp • Telephone communications (no radiotelephone) • Delaware
EXHIBIT "A" AGREEMENT REGARDING VESTING OF STOCK OPTIONS
Employment Agreement • December 16th, 1997 • Usld Communications Corp • Telephone communications (no radiotelephone)
AMENDMENT NO. 1 to RIGHTS AGREEMENT
Rights Agreement • September 23rd, 1997 • U S Long Distance Corp • Telephone communications (no radiotelephone) • Delaware
ADDENDUM NO. 3 TO TELECOMMUNICATIONS SERVICES AGREEMENT
Telecommunications Services Agreement • December 20th, 1996 • U S Long Distance Corp • Telephone communications (no radiotelephone)
BETWEEN NOWLIN PARTNERS, A DELAWARE GENERAL PARTNERSHIP AND
Office Lease Agreement • May 13th, 1997 • U S Long Distance Corp • Telephone communications (no radiotelephone) • Texas
AGREEMENT REGARDING VESTING AND ADJUSTMENT OF STOCK OPTIONS This Agreement is entered into on June 25, 1996, between Parris H. Holmes, Jr. ("Employee"), U.S. Long Distance Corp., a Delaware corporation (the "Company"), and Billing Information Concepts...
Stock Option Agreement • December 20th, 1996 • U S Long Distance Corp • Telephone communications (no radiotelephone)

This Agreement is entered into on June 25, 1996, between Parris H. Holmes, Jr. ("Employee"), U.S. Long Distance Corp., a Delaware corporation (the "Company"), and Billing Information Concepts Corp., a Delaware corporation ("Billing"), but effective as of the date of distribution of the common stock of Billing to holders of the Company's common stock (the "Distribution Date"). Since the effectiveness of this Agreement is expressly contingent on the spinoff of Billing through its distribution to the Company's stockholders, if such condition precedent does not occur as anticipated by the parties hereto, this Agreement will be void AB INITIO, and the prior agreement regarding vesting of stock options entered into between the parties will remain in full force and effect.

FIRST AMENDMENT TO THE U.S. LONG DISTANCE CORP. 1995 EMPLOYEE RESTRICTED STOCK PLAN
u.s. Long Distance Corp. 1995 Employee Restricted Stock Plan • December 16th, 1997 • Usld Communications Corp • Telephone communications (no radiotelephone)
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