AMENDMENT NO. 2 TO SECURITY AGREEMENT AND AMENDMENT NO. 1 TO THE SECURED REVOLVING NOTE

THIS AMENDMENT NO. 2 to the Security Agreement and Amendment No. 1 to the Secured Revolving Note (this “ Amendment ”) is dated as of October 31, 2008 with respect to that certain (a) Security Agreement dated as of March 31, 2008 (as amended, modified, supplemented and/or restated from time to time, the “ Security Agreement ”) by and among RAPID LINK, INCORPORATED (“ Rapid Link ”), TELENATIONAL COMMUNICATIONS, INC. (“ Telenational ”), ONE RING NETWORKS, INC. (“ One Ring ” and together with Rapid Link and Telenational, collectively, the “ Companies ” and each a “ Company ”), the lenders from time to time party thereto (collectively, the “ Lenders ”) and LV ADMINISTRATIVE SERIVCES, INC., as administrative and collateral agent to the Lenders (in such capacity, the “ Agent ” and together with the Lenders, collectively, the “ Creditor Parties ” and each a “ Creditor Party ”), and (b) Secured Revolving Note dated July 11, 2008 (as amended, modified, supplemented and/or restated from time to time, the “ Secured Revolving Note ”) in the original principal amount of $1,200,000 issued by the Companies in favor of Valens U.S. SPV I, LLC.

WHEREAS, pursuant to the Security Agreement, the Lenders have made financial accommodations to the Companies that remain outstanding; and

NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of the Companies by the Creditor Parties, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.             Definitions .  All capitalized terms not otherwise defined herein shall have the meanings given to them in the Security Agreement.

2.             Amendments to Security Agreement .

“ Accounts Availability ” means the lesser of (x) ninety percent (90%) of the net face amount of Eligible Accounts and (y) Six Hundred Thousand Dollars ($600,000).

“ Reserves ” means such reserves as the Agent may reasonably in its good faith judgment deem proper and necessary from time to time.

“ Revolving Commitment Conditions ” means satisfaction of the following conditions in a manner, and evidenced as applicable by agreements, instruments and documents, satisfactory in form and substance to Agent:  (a) no Event of Default shall have occurred and then be continuing, (b) Agent shall have completed a roll forward of its previous Collateral audit which indicates that no event or condition has occurred or is existing which could reasonably be expected to have a Material Adverse Effect (the “Collateral Audit”), (c) Agent shall have received a borrowing base certificate as of the date of funding of the initial Revolving Loans in form and substance acceptable to Agent and (d) the Companies shall have entered into, and caused the Lockbox Bank to enter into, documentation satisfactory to the Agent in respect of the Lockbox as set forth in Section 8 of this Agreement”

“ Revolving Warrants ” means the Common Stock Purchase Warrant dated October 31, 2008, exercisable into 7,500,000 shares of Common Stock, issued by Rapid Link to the Lenders holding a Revolving Commitment Percentage on October 31, 2008.

(f)           The definitions of “ First EBITDA Target ” and “ Second EBITDA Target ” contained in Annex A of the Security Agreement are hereby deleted in their entirety.

3.              Amendments to Secured Revolving Note .

“Capitalized terms used herein without definit