EXHIBIT
      10.3

    


    THIS
      EXCHANGE AGREEMENT is
      made
      the 29 day of December 2005

    BETWEEN
      (1) CAYMAN LENDER (IN VOLUNTARY LIQUIDATION), a Cayman Islands exempted company
      (“the Company”); and
      (2)
      GREEN MOUNTAIN CAPITAL, INC., a Nevada corporation (“GMCI”).

    


    


    WHEREAS:

    


    (1)
      By a
      written resolution of the sole shareholder of the Company passed pursuant to
      Article 86 of the Company’s Articles of Association and dated __________
      December 2005 it was resolved that the Company should be wound up voluntarily
      and that Christopher D Johnson and Russell Smith (“the Liquidators”) should be
      appointed liquidators for the purposes of such winding up;

    


    (2)
      GMCI
      is in the process of re-organizing itself (the “GMCI Plan of Re-organization”)
      by effecting a business combination with Internet Communications PLC
      (“ITPLC”);

    


    (3)
      Pursuant to a Loan Agreement dated 1 November 2005 (“the Loan Agreement”) to
      which they are parties, the Company is contractually required to make various
      loans to GMCI in connection with the GMCI Plan of Re-organization, so that,
      accordingly:

    


     (a)
      prior
      to the execution of this Agreement, the Company has made various loans to GMCI
      (“the Past Loans”) to enable GMCI to begin to implement the GMCI Plan of
      Re-organization by entering into a business combination with ITPLC;
      and

    


    (b)
      subsequent to the execution of this Agreement, the Company is required to make
      additional loans to GMCI (“the Future Loans”) to enable GMCI to continue to
      implement the GMCI Plan of Re-organization by integrating the operations of
      ITPLC into its, GMCI’s, existing business

    


    (4)
      By
      virtue
      of having made the Past Loans, and by virtue of being required to make the
      Future Loans, the Company is, and shall continue to be, a creditor of, and
      has,
      and shall continue to have, claims against GMCI (“Past Claims” and “Future
      Claims”);


     

    (5)
      Prior
      to the execution of this Agreement, Past Loans made by the Company to GMCI,
      and,
      therefore, Past Claims which the Company has against GMCI, total US $
      3,700,000.00;


     

    (6)
      Subsequent to the execution of this Agreement, it is anticipated that Future
      Loans to be made by the Company to GMCI, and, therefore, Future Claims which
      Cayman shall have against GMCI, shall not exceed US $
      21,300,000.00;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (7)
      Schedules
      1
      and
2
      to this
      Agreement respectively identify (i) those loans made prior to this Agreement
      and
      (ii) those loans to be made subsequent to this Agreement by the Company to
      GMCI
      pursuant to the Loan Agreement, which loans are identified by reference to
      the
      name of the instrument used in the Loan Agreement to evidence the transaction
      together with the date of the instrument;

    


    (8)
      GMCI
      is corporation which is required to file, and has duly filed,
      periodic
      reports
      to the United
      States Securities and Exchange Commission
      (the
“SEC”) under the Securities Exchange Act of 1934, as amended (“the Exchange
      Act”); 

    


    (9)
      As a
      result of the Past Loans, GMCI has already increased its shareholder value
      and
      as a result of the Future Loans, it is anticipated that GMCI will continue
      to
      increase its shareholder value, all as set forth in that valuation study of
      ITPLC prepared by XPower Technologies dated 13 September 2005 (“the Valuation
      Study”); 

    


    (10)
      The
      Loan
      Agreement requires that GMCI satisfy both the Past and Future Claims the Company
      has and shall have against GMCI by repaying both the Past Loans and the Future
      Loans in cash;

    


    (11)
      By
      virtue
      of the Liquidators’ analysis of the Valuation Study, the Company believes that
      it would be fair and in its best interest for it to exchange, subject to the
      approval of the Grand Court of the Cayman Islands (“the Court”), both its Past
      and Future Claims against GMCI for shares in the Common Stock of GMCI and with
      a
      view to obtaining the benefit of Section 3 (a) (10) of the Securities Act of
      1933, as amended (the “Securities Act”); 

    


    (12)
      It
      is the intention of the Company, by the Liquidators, to apply to the Court
      pursuant to sections 141 and 164 of the Companies Law (2004 Revision) for the
      approval of this Agreement on the ground that the same is fair, just and
      beneficial to the Company;

    


    


    NOW
      IT IS
      HEREBY AGREED as follows:

    


     1.
      Approval of the Court.

     

    This
      Agreement is conditional on the same being approved by the Court and none of
      the
      provisions hereinafter contained shall bind the parties or either of them until
      such approval is obtained.

    


    2.
       Exchange
      by Cayman of Past Claims and Future Claims for Shares of
      GMCI.

    


    The
      Company may from time to time, during the pendency of the Liquidation,
      exchange:

    


    (a)
       its
      Past
      Claims against GMCI for shares of the Common Stock of GMCI at the rate
      set
      forth in Schedule
      1;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)
       its
      Future Claims against GMCI for shares of the Common Stock of GMCI at the
rate
      or
      rates set forth in Schedule
      2.  

    


    3.
       The
      Company’s Warranties and Representations.

    


    The
      Company
      represents and warrants to, and covenants and agrees with, GMCI as
      follows:

    


    (a)
       The
      Company is a corporation
      duly
      organized and validly existing under the laws of the jurisdiction in which
      it
      was incorporated.
      The
      Company, by the Liquidators, has all requisite corporate power and authority
      to
      own, lease and operate its properties and assets, and to carry on its business
      as presently conducted. The Company is qualified to do business as a foreign
      corporation in each jurisdiction in which the ownership of its property or
      the
      nature of its business requires such qualification, except where failure to
      so
      qualify would not have a material adverse effect on the Company.

    


    (b) This
      Agreement has been duly authorized, validly executed and delivered on behalf
      of
      the Company and, subject to the approval of the Court, is a valid and binding
      agreement in accordance with its terms, subject to general principles of equity
      and to bankruptcy or other laws affecting the enforcement of creditors’ rights
      generally. All corporate action on the part of the Company and the Liquidators
      necessary for the authorization, execution, delivery and performance of this
      Arrangement has been taken.

    


    (c) The
      execution and delivery of this Agreement does not, and the consummation of
      the
      transactions contemplated hereby will not, conflict with, or result in any
      violation of, or default (with or without notice or lapse of time, or both),
      or
      give rise to a right of termination, cancellation or acceleration of any
      obligation or to a loss of a material benefit, under, any provision of the
      Memorandum and Articles of Association of the Company or any material mortgage,
      indenture, lease or other agreement or instrument, permit, concession,
      franchise, license, judgment, order, decree, statute, law ordinance, rule or
      regulation applicable to the Company, its properties or assets. 

    


    (d)
       The
      Company has had an opportunity to receive and review all material information
      and financial data of GMCI. 

    


    (e)
       The
      Company, by its Liquidators, has such knowledge and experience in financial
      and
      business matters that it is capable of evaluating the merits and risks of
      accepting this Agreement and the Common Stock of GMCI. 


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.
       GMCI’s
      Warranties and Representations.

    


    GMCI
      represents and warrants to, and covenants and agrees with the Company as
      follows:

    


    (a) GMCI
      is
      a corporation
      duly
      organized and validly existing under the laws of the jurisdiction in which
      it
      was incorporated.
      GMCI
      has all requisite corporate power and authority to own, lease and operate its
      properties and assets, and to carry on its business as presently conducted.
      GMCI
      is qualified to do business as a foreign corporation in each jurisdiction in
      which the ownership of its property or the nature of its business requires
      such
      qualification, except where failure to so qualify would not have a material
      adverse effect on GMCI.

    


    (b) This
      Agreement has been duly authorized, validly executed and delivered on behalf
      of
      GMCI and, subject to the approval of the Court, is a valid and binding agreement
      in accordance with its terms, subject to general principles of equity and to
      bankruptcy or other laws affecting the enforcement of creditors’ rights
      generally. All corporate action on the part of GMCI, its directors and
      shareholders necessary for the authorization, execution, delivery and
      performance of this Arrangement has been taken.

    


    (c) The
      execution and delivery of this Agreement does not, and the consummation of
      the
      transactions contemplated hereby will not, conflict with, or result in any
      violation of, or default (with or without notice or lapse of time, or both),
      or
      give rise to a right of termination, cancellation or acceleration of any
      obligation or to a loss of a material benefit, under, any provision of the
      Articles of Incorporation, and any amendments thereto, By-laws, Stockholders
      Agreements and any amendments thereto of GMCI or any material mortgage,
      indenture, lease or other agreement or instrument, permit, concession,
      franchise, license, judgment, order, decree, statute, law ordinance, rule or
      regulation applicable to GMCI , its properties or assets. 


    


    (d)
       GMCI
      has
      had an opportunity to receive and review all material information and financial
      data of the Company. 

    


    (e)
       GMCI
      has
      such knowledge and experience in financial and business matters that it is
      capable of evaluating the merits and risks of accepting this
      Agreement.


    


    5.
       Notice.

    


    (a)
       Any
      notice, request, instruction or other document required by the terms of this
      Agreement
      to be given to any other Party hereto shall be in writing and shall be given
      either 

    


    (i)
       by
      telephonic facsimile, in which case notice shall be presumptively deemed to
      have
      been given at the date and time displayed on the sender’s transmission
      confirmation receipt showing the successful receipt thereof by the
      recipient;

    


    (ii)
       by
      nationally recognized courier or overnight delivery service in which the date
      of
      delivery is recorded by the delivery service, in which case notice shall be
      presumptively deemed to have been given at the time that records of the delivery
      service indicate the writing was delivered to the addressee; 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (iii)
       by
      United
      States or Cayman Islands mail
      sent by
      registered or certified mail, postage prepaid, with return receipt requested,
      in
      which case notice shall be presumptively deemed to have been given at the time
      that records of the United States Postal Service or the Cayman Islands Post
      Office indicate the writing was delivered to the addressee.

    


    (b)
       Notice
      shall be sent:

    


    (i)
       If
      to the
      Company, to:

    


    Cayman
      Lender, Ltd.

    c/o
      Chris
      Johnson Associates Ltd,

    Strathvale
      House, 

    P.O.
      Box


    George
      Town

    Grand
      Cayman, Cayman Islands

    


    Attention:
      Russell Smith     

    


    
      	
            	Telephone
              Number:	
              (345)
                946 - 0820

            


    

     

     (ii)
       If
      to
      GMCI, to:

     

    Green
      Mountain Capital, Inc.,

    201
      South
      Biscayne Boulevard

    28th
      Floor

    Miami,
      Florida 33131

    


    Attention:
      Shmuel Shneibalg, President


     

    
      	
            	Telephone
              Number:	
              (917)
                620 - 6401 

            


    

    
      	
            	Facsimile
              Telephone Number:	
              (925)
                955 - 0800

            


    

     

     

    


     

     

    (iii)
       or
      to
      such other address as a Party may have specified in writing to the
      other
      Parties using the procedures specified above in this Section.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6.
       Choice
      of Law, Venue.

    


    (a) All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the Cayman Islands without regard to the rules of
      private international law thereof.

    


    (b) The
      Parties irrevocably agree that the Court shall have exclusive jurisdiction
      in
      respect of any dispute, suit, action or proceeding (“Proceedings”) which may
      arise out of or in connection with this Agreement and that, without prejudice
      to
      the rules of service of said Court, Proceedings may be served by delivering
      the
      same in an envelope addressed to the Party to be served at the address for
      such
      Party set out in Clause 4 of this Arrangement. 


    


    7. Miscellaneous.

    


    (a) Title
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for the convenience of
      reference and are not to be considered in construing or interpreting this
      Agreement.

    


    (b) Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which may be
      executed by less than all of the Parties. each of which shall be deemed to
      be an
      original instrument which shall be enforceable against the Parties actually
      executing such counterparts, and all of which together shall constitute one
      and
      the same instrument.

    


    (c) Severability.
      In the
      event that any provision of this Agreement becomes or is declared by a court
      or
      other tribunal of competent jurisdiction to be illegal, unenforceable or void,
      this Agreement shall continue in full force and effect without said
      provision.

    


    (d)
       Amendment;
      No Waiver.
      No Party
      shall be liable or bound to any other Party in any manner by any warranties,
      representations or covenants except as specifically set forth in this Agreement.
      Except as expressly provided in this Agreement, neither this Agreement nor
      any
      term hereof may be amended, waived, discharged or terminated other than by
      a
      written instrument signed by both parties hereto. The failure of the either
      Party to insist on strict compliance with this Agreement, or to exercise any
      right or remedy under this Agreement, shall not constitute a waiver of any
      rights provided under this Agreement, nor estop a Party from thereafter
      demanding full and complete compliance nor prevent a Party from exercising
      such
      a right or remedy in the future.

    


    (e) Transaction
      Costs. 
      Each
      party shall bear its own legal fees and other out of pocket costs in connecting
      with the negotiation and execution of this Agreement.

    


    (f) Brokerage.
      Each of
      the Parties hereto represents that it has had no dealings in connection with
      this transaction with any finder or broker which would impose a legal obligation
      to pay any fee or commission. Each of the Parties agree to indemnify and hold
      the others harmless against any and all liabilities to any persons claiming
      brokerage commissions or finder’s fees on account of services purported to have
      been rendered on behalf of the indemnifying party in connection with this
      Agreement or the transactions contemplated hereby.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (g) Survival.
      All
      representations and warranties contained in this Agreement by the Parties shall
      survive the termination of this Agreement.

     

    IN
      WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of
      the
      date first set forth above.

     

    
      	 	 	 
	 	
              THE
                COMPANY:

               

              Cayman
                Lender, Ltd.

            
	 
 	 
 	 
 
	Date: 	By:  	/s/
              Christopher D. Johnston
	 	Christopher D Johnson, Liquidator

	 	 



      	 	 	 
	 	
              GMCI:

               

              Green
                Mountain Capital, Inc.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Shmuel Shneibalg
	 	Shmuel Shneibalg, President
	 	 





    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK 

    


    Schedule
      1
      Begins on the Following Page


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    Schedule
      1

    


    Amounts
      Owed by GMCI to THE COMPANY

    


    PAST
      LOANS MADE

    PRIOR
      

    TO
      

    THE
      EXECUTION OF THIS AGREEMENT 

    


    Loan   

    
      
        	
                Document

                Ratio/Shares

              	
                 Dated

              	
                 Amount 

              	
                 
                  Exchange

              


      

    

           

    


    GMCI-to-Cayman
      

    Preliminary
      

    Funding
      Obligation 

    Memorandum

    
      	Number 1	
               November
                5, 2005 

            	
                
                $1,200,000.00 

            	
                $1,200,000.00 
                =
                6,908,108 Shares

              $0.1737089

            


    

               

    


    GMCI-to-Cayman
      

    Preliminary
      

    Funding
      Obligation 

    Memoranda
         

    
      
        	Number 2	
                  December
                  23, 2005 

              	
                 $500,000.00 

              	
                 $500,000.00 
=
                  2,878,378 Shares 

                $0.1737089

              


      

    

                


    


    


    GMCI-to-Cayman
      

    Additional
      

    Funding
      Obligation 

    Memoranda
        

    
      
        	Number 1	
                 December
                  ____, 2005 

              	
                 $2,000,000.00

              	
                   $2,000,000.00 
                  =
                  11,513,514 Shares

                 $0.1737089

              


      

    

                


    


    


    


    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK 

    


    Schedule
      2 Begins
      on the Following Page

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    Schedule
      2  

    


    


    Amounts
      to Be Owed by GMCI to THE COMPANY

    


    


    FUTURE
      LOANS TO BE MADE 

    SUBSEQUENT
      

    TO
      

    THE
      EXECUTION OF THIS AGREEMENT 

     

    


    GMCI-to-Cayman
      

    Additional
      

    Funding
      Obligation 

    Memoranda
        

    
      
        	Number 2 January __,
                2006 	
                 $_________.00


              	
                 Not
                  more than 70% of Market Price =
                  

                ________________
                  Shares

              


      

    

     

     

    


     

    GMCI-to-Cayman
      

    Additional
      

    Funding
      Obligation 

    Memoranda
        

    
      
        	Number 3, etc March
                __, 2006	
                 $
                  __________.00 

              	
                 Not
                  more than 70% of Market Price =
                  

                ________________
                  Shares