Amendement To Agency Sales Agreement

EXHIBIT 10.2

Amendment No. 1 to the Gryphone Telecom Agency Sales Agreement

This Amendment No. 1 (" Amendment" ) to the Gryphone Telecom Agency Sales Agreement (" Agreement" ) is made effective as of January 7, 2008 (" Effective Date" ), by and between Gryphone Telecom Consultants, LLC, a Delaware limited liability company (" Gryphone" ), with principal offices located at 150 Wood Road, Braintree MA 02184, and Metro One Telecommunications, Inc., an Oregon corporation (" Agent" ), with offices located at 11200 Murray Scholls Place, Beaverton, OR 97007. Agent and Gryphone are referred to individually as a " Party," and collectively as the " Parties."

Each of the Gryphone Telecom Companies and the various Gryphone Telecom Affiliates (each of which is hereinafter referred to individually as a " Gryphone Telecom Company" ) are third party beneficiaries of this Agreement. Each Gryphone Telecom Company shall have all of the rights and remedies available to Gryphone Telecom under this Agreement, including, but not limited to, any rights and remedies that Gryphone may have as a result of a breach of this Agreement by Agent. In the event of a conflict or inconsistency between the terms of the Agreement and the terms of any appendix or attachment hereto, the terms of the relevant appendix or attachment shall control.

All defined terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

WHEREAS, Gryphone and Agent entered into the Agreement which authorizes Agent to act as Gryphone' s agent for the marketing and sale of certain Services provided by Verizon Telecom and Verizon Business (collectively, " VZ" ); WHEREAS, Gryphone and Agent wish to amend Article 5 of the Agreement expressly to permit Agent, or any of its subagents that are approved by Gryphone, to engage in telemarketing unless notified in writing that such permission is withdrawn or upon expiration of this Amendment. It is understood by the Parties that the terms of this Amendment shall apply only to telemarketing campaigns that Gryphone requests in writing that Agent perform on its behalf. Each such request shall describe the scope of the telemarketing campaign, and its duration.

The Parties agree as follows:

1. Notwithstanding the express terms of Section 5.3 of the Agreement, Gryphone agrees to permit Agent to use a telephone-based sales approach (" Telemarketing" ) to contact Customers.

2. For the products/services listed on Attachment 2, all Telemarketing sales and orders by Agent shall be compensated at the existing compensation schedule specified in the Agreement. Upon receipt of notice of a change in the compensation it receives from VZ, Gryphone may correspondingly and comparably modify, upon (30) thirty days written notice to Agent, such compensation for Telemarketing covered by this Amendment.

3. Agent shall comply with all guidelines, rules and principles established by Gryphone, including, without limitation, the following:

(a) Agent shall submit to Gryphone for prior approval all Customer contact plans;

(b) Agent shall have the capability and all necessary equipment to provide, and shall provide, in-house and remote telephone monitoring (as scheduled by Gryphone) of sales and marketing calls handled by Agent. To the extent permitted by law, Gryphone shall have the right to monitor any calls remotely or otherwise with reasonable prior notice to Agent;


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(c) As prescribed by Gryphone, Agent shall tape record and verify each sale or, in the alternative at Gryphone' s discretion, Agent shall provide a letter of authorization from a Customer authorizing Agent to place an order for purchase of Services on behalf of that Customer. Any such recording shall comply fully with all applicable legal requirements;

(d) Agent shall submit to Gryphone, for Gryphone' s prior approval, all call scripts and guides to be used by Agent in marketing or selling the Services;

(e) Agent shall limit and manage the number of contacts with potential or actual Customers per year or quarter as instructed by Gryphone, and shall report detailed calling activity hereunder to Gryphone upon Gryphone' s request; and

(f) Any requirement of Agent herein may be performed by Agent or its Gryphone approved subagent.

4. Do-Not-Contact Requirements . In marketing and/or selling VZ Products under this Amendment, Agent will at times, and for each Customer contact, comply with the terms of the Telephone Consumer Protection Act of 1991, as it may be amended (the " TCPA" ), and with Verizon Telecom' s Do-Not-Call list requirements, which are attached hereto as Attachment 1 and incorporated herein by reference. If the Parties agree that Agent may use a list of Customer names for marketing and selling the VZ Products that is provided or created by a party other than VZ, then Agent shall, before contacting anyone on its marketing list, compare that list to Verizon Telecom' s Do-Not-Call List. Agent shall then cross out and will NOT contact any Customer on Agent' s ...