1. Client Eligibility

   The QTel Referral Contest ("Contest") is open to the employees of currently served and billing clients of QTel Inc. or its subsidiaries, (hereinafter called "Clients") who currently have, at a minimum, local telephone service from QTel. To qualify, a Client must (i) refer a prospect that (ii) then becomes a new bona fide client pursuant to a Service Agreement of QTel ("New Clients"). Client must be (i) a QTel Client at the time of referral and at the time that the New Client has activated service from QTel, and (ii) the New Client must not be or have been a Client within the past ninety (90) days prior to the date of submission. Client or Client's employer must be in good standing with QTel and have no past due invoices at the time of submitting the New Client(s) to the Contest. Client must be over 18 years of age, a full-time resident of the United States, and either the Client (if a sole proprietor) or an employee of Client at the time of the drawing and the time of the trip. Sub-accounts, subsidiaries, parent entities, or other related entities of a Client are not eligible for submission as entries as New Clients for Contest participation.

2. Limitations on Eligibility

   This Contest is not open to the directors, officers, employees, business partners, or agents of QTel, or their families and any non-end user customer of QTel.

   (B) Submissions must be on an official entry form as available on QTel's web site (or secured by mail from QTel). Submissions must be in accordance with the instructions on the entry form. QTel is not responsible for inaccurate, incomplete, illegible, lost, destroyed, stolen or misdelivered entry forms. If there is a tie among two or more winners, the entrant providing the highest number of New Client voice lines or equivalent data circuit will win. If there is a tie between two or more entrants, a random drawing will be held to select the Grand Prize Winner. QTel will conduct the drawing and the outcome of the drawing is final. Credits will be awarded only to a referring Client. If a Client is the Grand Prize Winner, the Client may award the prize to its employee(s) at its sole discretion.

3. General Terms and Conditions

   (A) All taxes are the responsibility of the winner. QTel may file a Form 1099 with the IRS and/or each award recipient, as required by law.

   (B) QTel reserves the right to substitute a prize during the course of the Contest. QTel may or may not substitute the Grand Prize with an item of comparable value if the cruise and/or attendant travel are canceled for any reason. In such a case, no cash equivalent or cash substitute will be offered.

   (C) Contest is void where prohibited by law. Service purchases which qualify for this Contest cannot be combined with any other promotion, product discounts, volume rebate or sales incentive programs.

   (D) The Winner(s) will be required to certify and complete an affidavit of eligibility and liability and, where legal, a publicity release which must be returned to QTel within 15 days of notification, or an alternate Winner may be selected.

   (E) The Winner(s) agree to the use of their name, likeness, and/or photograph for advertising and publicity purposes without compensation, unless prohibited by law.

   (F) By participating in the Contest, all Clients, employees, the Winner(s), any guests, users or transferees do hereby now and forever release QTel, its affiliates, subsidiaries, directors, officers, vendors, benefit plans, employees, agents, and associates (including, but not limited to, advertising and promotional agencies, award suppliers, accommodation and travel providers and their officers, directors, employees, agents, successors and assigns) from and against all claims, demands, actions, causes of action, losses, expenses, damages and liabilities arising out of or in any way relating to the participation or acceptance, possession or use of any prize.

   (G) QTel has the exclusive right to decide the qualification of and designation of the Winner(s). All entrants, Clients, and third parties agree that all decisions of QTel will be binding, final, and non-appealable. This Contest shall not vest any rights in any individual, employee, Client of third party who participates in this Contest. QTel reserves the right to change the rules of the Contest or to cancel the Contest, without prior notice, at anytime prior to the determination of the Winner(s) of the Contest.

   (H) The Trademarks displayed on the Program are registered and unregistered Trademarks of QTel Inc. Nothing contained in the Contest should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Contest, or any license or right to use any other trademark owned by any third party. In the event that anyone misuses any Trademark in violation of these Terms and Conditions, QTel will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

   (I) Information in the Contest is subject to change without notice. Information regarding QTel's products and services is applicable only in the service territory of QTel in the United States as of the time of the Contest, unless otherwise noted. Some products and services may not be available in certain areas. QTel makes no representations that the materials or information in this Contest are appropriate or available for use in other countries, states, or markets aside from the United States markets where QTel currently provides services.

   (J) Unauthorized use of the information, materials or the Contest itself is strictly prohibited and is a violation of the rights of QTel and/or third parties, including without limitation, under copyright laws, trademark laws, and the laws of privacy and publicity.

   (L) QTel makes no warranties or representations as to the accuracy, correctness, reliability or otherwise with respect to information made available concerning the Contest, and assumes no liability or responsibility for any omissions or errors (including without limitation typographical errors and technical errors) in the context of the Contest.

   (M) QTel maintains and operates this Contest from its offices in the state of New York, in the United States. These Terms and Conditions are governed and interpreted under the laws of the state of New York, United States of America. If any portion of these terms and conditions is deemed unlawful, void or unenforceable, then that part shall be deemed severable and will not affect the validity and enforceability of any remaining provisions.

   (N) These Terms and Conditions set forth the entire understanding and agreement between the Client, New Client, QTel, and all other parties with respect to the Contest. Client and New Client acknowledge that any other agreement between Client, New Client, and/or QTel with respect to the Contest are superseded and of no force or effect.

   (O) Nothing in the Contest supersedes or legally amends, or is intended to supersede or legally amend the Service Agreements currently in effect between QTel and the Client or any New Client.

4. Limitation of Liability

Client understands and agrees that QTel is providing this invitation to an offer to participate in this Contest for value with no consideration in return from Client. This contest does not constitute any contractual relationship between the parties, either express or implied. Client, any employee of Client, any New Client, any employee of New Client, and/or any third party agrees to indemnify and hold QTel, its directors, officers, employees, agents, benefit plans, sponsors, and suppliers harmless from any and all liability of any kind resulting from the Contest or any action related herewith.