ILD TELECOMMUNICATIONS INC S-1

S-1

EXHIBIT 3.2

EXHIBIT 4.1 SUBORDINATED NOTE $1,000,000.00

EXHIBIT 4.2 SUBORDINATED NOTE $666,666.67

EXHIBIT 4.3 SUBORDINATED NOTE $333,333.33

EXHIBIT 4.4 WARRANT TRIAD CAPITAL

EXHIBIT 4.5 WARRANT MORRIS TELECOMMUNICATIONS

EXHIBIT 4.6 WARRANT MICHAEL LEWIS

EXHIBIT 4.7 STOCK PURCHASE WARRANT TO SIRROM

EXHIBIT 4.8 STOCK PURCHASE WARRANT TO REEDY

EXHIBIT 4.9 PROMISSORY NOTE $1,000,000.00

EXHIBIT 10.1 ILD STOCK OPTION PLAN

EXHIBIT 10.2 ILD SOP 97-A

EXHIBIT 10.3 ILD SOP 97-B

EXHIBIT 10.4 ILD SOP 97-C

EXHIBIT 10.5 ILD SOP 97-D

EXHIBIT 10.6 ORGANIZATION AGREEMENT 5/10/96

EXHIBIT 10.7 LOAN & SECURITY AGREEMENT 5/13/96

EXHIBIT 10.8 LOAN & SECURITY AGREEMENT 8/29/97

EXHIBIT 10.8.4 REVOLVING CREDIT NOTE 8/29/97

EXHIBIT 10.8.5 TERM NOTE

EXHIBIT 10.10 MERGER AGREEMENT ILD & INTERLINK

EMPLOYMENT AGREEMENT ILD & MCFARLAND

EXHIBIT 10.14 CONSULTING AGREEMENT

EXHIBIT 10.15 UNBUNDLED OPERATOR SERVICE AGREEMENT

EXHIBIT 21 SUBSIDIARIES

EXHIBIT 23.2 CONSENT OF PRICE WATERHOUSE LLP ILD

EXHIBIT 23.3 CONSENT OF PRICE WATERHOUSE LLP INTE

EXHIBIT 23.4 CONSENT OF PRICE WATERHOUSE LLP WORL

EXHIBIT 23.5 CONSENT OF SMITH & HOWARD P.C.

EXHIBIT 27.1

EXHIBIT 27.2