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 CO-BRANDING AND SERVICES AGREEMENT
 Co-Branding and Services Agreement, effective as of October 1, 1999 (this "Agreement"), between RSL COM PrimeCall, Inc., a Delaware corporation ("PrimeCall"), and deltathree.com, Inc. (formerly known as Delta Three, Inc.), a Delaware corporation ("DeltaThree").
 W I T N E S S E T H :
 WHEREAS, PrimeCall is a leading provider and distributor of prepaid calling cards;