LOCKBOX AND ACCOUNT CONTROL AGREEMENT

LOCKBOX AND ACCOUNT CONTROL AGREEMENT

THIS LOCKBOX AND ACCOUNT CONTROL AGREEMENT (this “Agreement”) is made as of January 21, 2011, by and among Lightyear Network Solutions, LLC (the “Depositor”), Fifth Third Bank , an Ohio banking corporation (the “Bank”), and First Savings Bank, F.S.B. (the “Factor”).

RECITALS

WHEREAS, the Factor has made financial accommodations to the Depositor, which are secured by, among other things, the proceeds of the Depositor’s accounts receivable; and

WHEREAS, the Factor and the Depositor have advised the Bank that the Factor is making or has made financial accommodations to Lightyear Network Solutions, Inc. , a Nevada corporation (hereinafter referred to as the “Borrower”), which financial accommodations are of direct or indirect benefit to the Depositor, and which financial accommodations are secured by, among other things, the proceeds of the Depositor’s accounts receivable; and

WHEREAS, at the Factor’s request the Depositor has established a special account at the Bank (as described below, the “Limited Access Lockbox Account”); and

WHEREAS, the Factor and the Depositor have agreed that the transfer of funds out of the Limited Access Lockbox Account shall be restricted as set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and for other valuable consideration the receipt of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

1.   The Limited Access Lockbox Account .   The Limited Access Lockbox Account is Account No. XXXXXX4745 and the title of the Limited Access Lockbox Account shall be: “Lightyear Network Solutions, LLC for the Benefit of First Savings Bank, F.S.B., as Factor, Lockbox Account.”

The Depositor and the Factor agree to promptly provide the Bank with any documents, resolutions, and/or instructions needed to establish or maintain the Limited Access Lockbox Account and the Lockbox (as such term is defined below).  The Depositor hereby agrees to abide by and be bound by the terms of the Lockbox Terms and Conditions as set forth in the Fifth Third Treasury Management Terms and Conditions as established by the Bank from time to time and incorporated herein by reference (“Lockbox Agreement”).

2.   Accounts; Payment of Account Charges and Service Charges .   The Depositor shall open and maintain, or has opened and maintained, at the Bank an account, titled in its own name bearing Account No. XXXXXX4950 (the “Operating Account”) that the Bank may debit for any fees, charges or expenses owed to the Bank (collectively, the “Account Charges”) and from which the Bank may obtain reimbursement for any deposit items that are posted or transferred in error or returned to the Limited Access Lockbox Account or the Operating Account, for any overdrafts created on the Limited Access Lockbox Account or the Operating Account, and for any reversals or cancellations of payment orders and other electronic funds transfers arising in the Limited Access Lockbox Account or the Operating Account (collectively, the “Adjustments”).

The Depositor and Factor acknowledge that in order for the Bank to provide the services contemplated in this Agreement, the Bank may, from time to time, use other internal Bank services and products (collectively, the “Other Services”).  The Factor and the Depositor agree that the Depositor may be required to purchase such Other Services and pay to the Bank the Bank’s customary charges for the Other Services.

At all time, the Depositor shall keep no less than $50,000 in funds in the Operating Account to pay the Account Charges and Adjustments (the “Minimum Funding Balance”).

3.   Lockbox .   For the purpose of receipt of funds into the Limited Access Lockbox Account, the Depositor has established a lockbox, under the Lockbox Agreement, into which the Bank will accept remittances, such lockbox commonly known as the “Lockbox”.

4.    Notices; Delivery of Statements; Authorization .   Any notices required under this Agreement shall be directed as set forth below and effective:  (a) when received if delivered via U.S. Mail, postage prepaid, or overnight courier; and (b) when confirmed received by the recipient if delivered via facsimile transmission.

The Depositor authorizes the Bank to release any and all information about the Limited Access Lockbox Account and the Lockbox to the Factor upon the Factor’s request.  The Depositor and the Factor instruct the Bank to send an original or a copy of the periodic account statement related to the Limited Access Lockbox Account to the notice addresses for Factor and Depositor set forth in this paragraph.  Bank shall provide Factor with such information relating to the Restricted Access Lockbox Account as Factor shall reasonably request, including, without limitation, the ability to access such information online.

5.   Restrictions on Depositor .   Without further consent from the Depositor, the Depositor irrevocably authorizes and instructs the Bank to comply with the Factor’s instructions to transfer funds from the Limited Access Lockbox Account to Factor or an account maintained by Factor, as directed by Factor in its sole discretion.  The Depositor waives its authority to transfer, withdraw, or otherwise disburse funds from the Limited Access Lockbox Account and acknowledges that the Factor shall have exclusive control of funds credited to the Limited Access Lockbox Account.  The Depositor waives its authority to modify or terminate this Agreement, the Limited Access Lockbox Account or the Lockbox Agreement, documents, resolutions, and account instructions, without the Factor’s express written permission.

6.   Security Interest; Control .  Depositor hereby grants a security interest and lien to, and control in favor of, Factor in the Limited Access Lockbox Account and Lockbox.  This Agreement constitutes notice to Bank of Factor’s security interest and lien in (a) the Lockbox and the Limited Access Lockbox Account; (b) all contract rights and claims in respect of the Lockbox and the Limited Access Lockbox Account; and, (c) all cash, checks, money orders and other items of value payable to Depositor now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of Bank or any agent, bailee or custodian of Bank, including, without limitation, contained or deposited into the Lockbox or the Limited Access Lockbox Account, and all proceeds of the foregoing (collectively, “Receipts”).  Without limiting the forgoing, but subject to Section 7, as collateral security for the payment of all obligations and liabilities of Depositor to Factor, Depositor hereby assigns, pledges and transfers to and grants exclusive control over to Factor all of Depositor’s rights, title and interest in and to the Limited Access Lockbox Account and the Lockbox, and all sums now or hereafter on deposit in or payable or withdrawable from the Limited Access Lockbox Account, and/or the Lockbox, and any interest accrued or payable thereon, and grants to Factor a security interest therein.  Bank acknowledges that this Agreement constitutes notice of Factor’s security interest in the Limited Access Lockbox Account, the Lockbox and the Receipts and the proceeds thereof and that this Agreement is a control agreement for the purpose of perfecting Factor’s security interest in the Limited Access Lockbox Account.  Subject to Section 7, Depositor hereby agrees that Bank, on behalf of Factor, shall be entitled to exercise, upon the written instructions of Factor, any and all rights that Factor may have under its loan documents with Depositor or under applicable law with respect to the Lockbox, the Limited Access Lockbox Account, and all Receipts and the proceeds thereof.  Subject to Section 7, Depositor hereby authorizes and