LICENSE AGREEMENT
                                      AMONG
                           ARRAY TELECOM CORPORATION,
                              ePHONE TELECOM, INC.
                                       AND
                               COMDIAL CORPORATION

         This License Agreement (this "Agreement") is made as of March 31, 2000,
by and among ARRAY TELECOM  CORPORATION,  a corporation  incorporated  under the
laws of the State of Delaware  and having its  principal  office at 1145 Herndon
Parkway, Herndon, Virginia 20170 ("Array"),  ePHONE TELECOM, INC., a corporation
incorporated  under the laws of the State of Florida  and  having its  principal
office at 355 Burrard Street, Suite 1000,  Vancouver,  British Columbia,  Canada
V6C 2G8 ("ePHONE"),  and COMDIAL CORPORATION,  a corporation  incorporated under
the laws of the  State of  Delaware  and  having  its  principal  office at 1180
Seminole Trail, Charlottesville, Virginia 22906 ("Comdial").

                                    RECITALS

A. This  Agreement  is  executed  in  conjunction  with the  Strategic  Alliance
Agreement  dated March 31, 2000,  by and among Array,  ePHONE,  and Comdial (the
"Strategic Alliance  Agreement"),  pursuant to which, among other things, ePHONE
purchased  certain  of the  assets of  Array,  excluding  intellectual  property
assets.

B. Array is willing to grant ePHONE a license to Array's Intellectual  Property,
as hereinafter defined, on the terms and conditions set forth herein.

C. Array is a wholly owned  subsidiary of Comdial.  Comdial is willing to assist
ePHONE with marketing the Products and Services, as hereinafter defined, through
Comdial's existing  distribution  channels,  which include over 2000 independent
telecommunications equipment dealers.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration of the covenants,  agreements,  and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,  the parties agree
as follows:

<PAGE>
                                    ARTICLE 1
                                   DEFINITIONS

         For purposes of this Agreement:

Section 1.1 "Copyrights" means any work containing  copyrightable subject matter
that Array owns or has the right to license to others  relating to Products  and
Services,  including without  limitation works registered with the United States
Copyright Office or works for which an application to register the work with the
United States Copyright Office has been filed.

Section 1.2 "Intellectual  Property" means the entire right, title, and interest
in  and  to  all  proprietary   rights  encompassed  within  the  categories  of
Copyrights, Know-How, and Patents, and the Mark.

Section  1.3  "Know-How"  means  unpatented  technology,   inventions,  designs,
drawings,  processes,  recipes, formulae, data, technical information, and other
industrial, commercial property that: (i) are known to Array as of the Effective
Date; (ii) are secret,  in the sense that they are not generally known or easily
accessible to others;  and (iii) relate to the Products and Services.  A list of
Know-How  licensed  hereunder  is attached to this  Agreement  as Schedule 2 and
incorporated by reference herein.

Section 1.4 "Mark" means the common law trademark and service mark "ARRAY".

Section 1.5 "Patents"  means the United States  patents and design  patents that
had  been  issued  as of the  Effective  Date as well as  United  States  patent
applications  filed  as of the  Effective  Date.  A  list  of  Patents  licensed
hereunder  is  attached to this  Agreement  as  Schedule 1 and  incorporated  by
reference herein.

Section 1.6 "Products and Services" means: (i) VoipGate,  Array Version 2, Array
Series  3000,  and  any  products   developed  from  the  foregoing;   and  (ii)
international  long  distance  telecommunications  services  that allow users to
perform  phone-to-phone  dialing via Voice Over Internet  Protocol,  and related
services.

Section  1.7  Any  capitalized  term  contained  in this  Agreement  that is not
expressly  defined herein shall be deemed to have the meaning  ascribed to it by
the Strategic Alliance Agreement.



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<PAGE>

                                    ARTICLE 2
                             EFFECTIVE DATE AND TERM

Section 2.1 Effective  Date.  This  Agreement  shall be effective as of the date
first set forth above (the "Effective Date").

Section 2.2 Term.  This  Agreement and the licenses  granted herein shall become
effective  as of the  Effective  Date and shall  remain in effect for an initial
term of five (5) years.

Section  2.3  ePHONE's  Option  to  Renew  the  Agreement  or  to  Purchase  the
Intellectual  Property.  Upon  the  conclusion  of  the  initial  term  of  this
Agreement, ePHONE, in its sole discretion, may elect: (i) to allow the Agreement
to expire;  (ii) to renew the Agreement under the identical terms and conditions
set  forth  hereunder  for an  additional  term of five (5)  years;  or (iii) to
terminate the Agreement by purchasing the Intellectual Property.

(a)      In order to exercise its option to purchase the Intellectual  Property,
         ePHONE must give Array and Comdial  notice of its  election to exercise
         such option  within six (6) months prior to the end of the initial term
         of this Agreement. In the event ePHONE elects to exercise its option to
         purchase  the  Intellectual  Property,  ePHONE  shall  be  entitled  to
         purchase  the  Intellectual  Property  for the fair market value of the
         Intellectual  Property,  determined  at the time ePHONE  exercises  its
         option to purchase the  Intellectual  Property.  For this purpose,  the
         fair market value of the  Intellectual  Property shall be determined by
         two investment bankers,  one selected by Array or Comdial and the other
         selected by ePHONE. If the two investment bankers are not able to agree
         upon the fair market value of the Intellectual Property, the investment
         bankers shall choose a third  investment  banker and the average of the
         values  asserted  by the two  investment  bankers  who  assert  the two
         amounts  closest in value shall be deemed the fair market  value of the
         Intellectual Property.

(b)      In the event ePHONE  exercises its option to purchase the  Intellectual
         Property,   ePHONE  agrees  to  grant  Comdial  and  Array,  and  their
         successors and affiliates,  a nonexclusive,  irrevocable,  royalty free
         license to the Intellectual Property.

                                    ARTICLE 3
                        LICENSE TO INTELLECTUAL PROPERTY

Section 3.1 Grant of Patent License. Subject to the terms and conditions of this
Agreement,  Array grants to ePHONE,  and ePHONE accepts,  an exclusive right and
license  to the  Patents to make,  have made,  use,  and sell the  Products  and
Services, on a worldwide basis. ePHONE shall be entitled to sublicense,  assign,
or transfer  the rights  granted  herein  without the prior  written  consent of
Array.  The license  granted  herein  shall  terminate  upon the  expiration  or
termination of this Agreement.

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<PAGE>

(a)      Patent License  Territory.  ePHONE  acknowledges that the Patents cover
         only the  United  States;  practicing  the  technology  covered  by the
         Patents  outside of the United States will be at ePHONE's sole risk and
         discretion.

(b)      Patent License Term.  Notwithstanding anything to the contrary provided
         herein,  the license to the Patents granted herein shall terminate upon
         the  conclusion  of the  term of the  relevant  Patent,  unless  sooner
         terminated pursuant to the terms of this Agreement.

(c)      Notice. When utilizing the Patents, ePHONE agrees that where reasonable
         and practical,  any patented designs,  devices, objects of manufacture,
         or any other patented items shall bear the appropriate patent notice.

(d)      Prosecution  of Patent  Applications.  ePHONE shall make all reasonable
         efforts to assist Array or Comdial with the  prosecution  of any patent
         applications  encompassed within the definition of the Patents licensed
         hereunder,  including  executing any necessary  documents and providing
         such  evidence  and expert  assistance  as ePHONE  may have  within its
         control.

Section 3.2 Grant of Know-How  License.  Subject to the terms and  conditions of
this Agreement,  Array grants to ePHONE, and ePHONE accepts,  an exclusive right
and license to the Know-How to make,  have made,  use, and sell the Products and
Services, on a worldwide basis. ePHONE shall be entitled to sublicense,  assign,
or transfer  the rights  granted  herein  without the prior  written  consent of
Array.  The license  granted  herein  shall  terminate  upon the  expiration  or
termination of this Agreement.

Section 3.3 Grant of Copyright  License.  Subject to the terms and conditions of
this Agreement, Array hereby grants ePHONE an exclusive right and license to the
Copyrights  for use in  connection  with  selling,  manufacturing,  marketing or
rendering  of Products  and  Services,  on a worldwide  basis.  ePHONE  shall be
entitled to sublicense, assign or transfer the rights granted herein without the
prior written consent of Array.  The license granted herein shall terminate upon
the expiration or termination of this Agreement.

(a)      Notice. When using the Copyrights,  ePHONE agrees that where reasonable
         and  practicable,  use of the  Copyrights  shall be  accompanied by the
         symbol (C), the date of copyright, and the name of the copyright owner.

Section 3.4 Grant of Mark License.  Subject to the terms and  conditions of this
Agreement,  Array grants to ePHONE,  and ePHONE accepts,  an exclusive right and
license to the Mark as  necessary  to produce,  promote,  and sell  Products and
Services,  on a worldwide basis.  ePHONE acknowledges and agrees that its use of
the Mark shall inure to Array's benefit. ePHONE shall be entitled to sublicense,
assign,  or transfer the rights granted herein without the prior written consent
of Array.  The license  granted  herein shall  terminate  upon the expiration or
termination of this Agreement.

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<PAGE>

(a)      Quality  Control.  ePHONE agrees that all Products to which the Mark is
         affixed  shall  be  formulated,  manufactured,  promoted,  and  sold or
         provided in a first rate manner and all Services with which the Mark is
         associated shall be rendered in a first rate manner. ePHONE understands
         and agrees that Array has the right to and will  monitor the quality of
         Products and Services  provided  under the Mark.  Upon written  request
         from  Array or  Comdial,  ePHONE  shall  provide  to Array and  Comdial
         either: (i) a reasonable number of samples of the Products to which the
         Mark  is  affixed,  or (ii) a  reasonable  written  description  of the
         Services  that ePHONE  provides  under the Mark and the manner in which
         the Mark is used in connection  with such  Services,  so that Array and
         Comdial  may monitor  the  quality of such  Products  or  Services  and
         otherwise protect and maintain Array's rights in the Mark. Upon written
         notice to ePHONE,  representatives  of Array or  Comdial  may visit and
         inspect  ePHONE's  facilities  in order to monitor  the  quality of the
         Products and Services.

                      In the event Array or Comdial  reasonably  determines that
         the Products sold or Services provided by ePHONE under the Mark are not
         of a sufficiently high quality, Array or Comdial shall so notify ePHONE
         in writing  and  ePHONE  shall  have  thirty  (30) days in which to (i)
         reassure Array and Comdial that the quality of the Products or Services
         is in fact commensurate with the specified  standard or (ii) take steps
         to  improve  the  quality  of the  Products  or  Services  to meet such
         standard.  If,  at the end of such  thirty  (30) day  period,  Array or
         Comdial is not  reasonably  satisfied  that the quality of the Products
         sold or Services  provided by ePHONE under the Mark meets the specified
         standard,  Array or Comdial may terminate  this  Agreement  upon thirty
         (30) days' written notice to ePHONE.

(b)      Trademark and Service Mark Notices. When affixing the Mark to Products,
         ePHONE agrees that where reasonable and practicable,  the Mark shall be
         accompanied by the symbol (TM) on labels,  packaging,  and  advertising
         and  promotional  materials.  When  using the Mark in  connection  with
         Services, ePHONE agrees that where reasonable and practicable, the Mark
         shall be accompanied by the symbol (sm) on advertising  and promotional
         materials.

Section  3.5  Retention  of  Ownership  Rights  and Right to  License or Assign.
Nothing in this Agreement or in ePHONE's use of the Intellectual  Property shall
grant ePHONE any rights in or to the Intellectual Property other than the rights
expressly  licensed  hereunder.  The licenses  granted  herein are  exclusive as
between Array and unrelated third parties.  Nonetheless,  Array shall retain all
rights in and to the  Intellectual  Property,  including the right to license or
assign  the  Intellectual  Property,  in whole or in part,  to  Comdial,  to any
majority owned subsidiary of Comdial, or to any successor to Comdial's business,
provided that such license or  assignment  shall have no  detrimental  effect on
ePHONE's  rights and  obligations  hereunder.  Notwithstanding  the foregoing or
anything to the contrary  contained herein,  neither Array nor Comdial,  nor any
successor or affiliate thereof,  shall be entitled to use the Mark in connection
with  products or services  that are  marketed  in direct  competition  with the
Products and Services.

                                       5
<PAGE>

                                    ARTICLE 4
                                    ROYALTIES

Section 4.1  Royalty  Payments.  In partial  consideration  for the  licenses to
Intellectual Property granted herein and for the transactions contemplated under
the Strategic Alliance  Agreement,  ePHONE shall pay Array, or such other entity
as Array may designate, a royalty equal to two percent (2%) (the "Royalty Rate")
of ePHONE's Consolidated Gross Sales, as hereinafter defined.

(a)      The royalty  amounts set forth herein shall accrue upon the recognition
         by ePHONE of  revenues  for  transactions  that  would be  included  in
         Consolidated  Gross  Sales and  shall be paid by  ePHONE on a  calendar
         quarterly  basis.  For each of the  first  three (3)  quarters  of each
         calendar year, such quarterly royalty amount shall be calculated at the
         Royalty Rate applied to  Consolidated  Gross Sales during such quarter,
         and shall be paid not later than  forty-five (45) days after the end of
         such  quarter.  For the fourth  quarter  of each  calendar  year,  such
         quarterly  royalty  amount shall be an amount equal to the Royalty Rate
         applied to  Consolidated  Gross Sales for the calendar  year,  less the
         quarterly royalty payment amounts made for the prior three (3) quarters
         of that year,  and shall be paid not later than  ninety (90) days after
         the end of such calendar year.

(b)      For purposes of determining the royalty to be paid by ePHONE,  the term
         "Consolidated Gross Sales" shall mean all sales resulting from ePHONE's
         business activities, as reflected in ePHONE's Business Plan.

(c)      Each royalty payment hereunder shall be accompanied by a written report
         describing the calculation of such payment. Furthermore,  ePHONE agrees
         to maintain  complete and accurate  records  sufficient to substantiate
         the calculation of payments made hereunder.  Array or its designee may,
         from time to time,  inspect  such  records  to verify the  accuracy  of
         payments made hereunder;  provided,  however, that ePHONE shall receive
         at least thirty (30) days written notice of such  inspections  and such
         inspections  shall  take  place at  ePHONE's  offices  during  ePHONE's
         regular  business hours.  Array or its designee shall bear all costs of
         such  inspections,  unless an inspection  reveals a discrepancy of more
         than three percent (3%) in ePHONE's favor between the royalty  actually
         paid and the  royalty  that  should  have been paid,  based on ePHONE's
         Consolidated  Gross Sales, in which case ePHONE shall bear all costs of
         the inspection that revealed the discrepancy.

(d)      Notwithstanding  the  foregoing,  ePHONE  shall  pay  to  Array  or its
         designee the following minimum royalty amounts:

         (i)      During  the first year of the term of this  Agreement,  ePHONE
                  shall pay a minimum  annual  royalty  amount of $180,000  (the
                  "First Year Minimum Royalty"). In the event Consolidated Gross
                  Sales for the  first  year are less  than  $9,000,000,  ePHONE
                  shall  pay  such  additional   royalty  amounts  as  shall  be
                  necessary to cause the total royalty amount paid for such year
                  to be at least equal to the First Year Minimum  Royalty.  Such
                  amounts  shall  be paid  not  later  than the due date for the
                  first  quarterly  royalty  payment  due after the close of the
                  first year.

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<PAGE>

         (ii)     For each calendar  quarter after the first year of the term of
                  this Agreement,  ePHONE shall pay a minimum  quarterly royalty
                  amount of $125,000 (the "Quarterly Minimum  Royalty").  In the
                  event  Consolidated  Gross  Sales  during any quarter are less
                  than  $6,250,000,  ePHONE  shall pay such  additional  royalty
                  amounts  as shall be  necessary  to cause  the  total  royalty
                  amount  paid for  such  quarter  to be at  least  equal to the
                  Quarterly  Minimum Royalty.  In the event any calendar quarter
                  shall be less than three (3)  months,  the  Quarterly  Minimum
                  Royalty for such quarter shall be prorated on a daily or other
                  appropriate basis.

Section 4.2 Non-Payment of Royalty Amounts. In the event ePHONE is unable, after
exhausting all of its consolidated cash and cash equivalent assets, to pay Array
or its designee  the full amount of any royalty  payment at the time the payment
is due, the following provisions shall be applicable.

(a)      ePHONE shall give Array or its designee notice of ePHONE's inability to
         pay  any  portion  of  any  royalty  payment,  which  notice  shall  be
         accompanied by a written  statement by ePHONE's  principal  lenders and
         credit facilities  confirming  ePHONE's  inability to make such payment
         and the fact that ePHONE has exhausted all of its consolidated cash and
         cash equivalent assets.

(b)      The  total  unpaid  amount  of any  royalty  payment  (the  "Delinquent
         Payment") shall accrue interest at the annual rate of ten percent (10%)
         during the first year after the  Delinquent  Payment was due.  For each
         three (3) month  period  thereafter,  for so long as any portion of the
         Delinquent  Payment remains unpaid, the interest rate applicable to the
         Delinquent  Payment will increase by one (1) percentage  point for each
         such three (3) month period.

(c)      In its sole  discretion,  Array or its  designee  may  elect to  accept
         ePHONE  stock in lieu of the  Delinquent  Payment and accrued  interest
         thereon.  If Array or its designee exercises this option,  Array or its
         designee  shall be  entitled  to  receive  an amount  of  ePHONE  stock
         equivalent in value to the Delinquent  Payment,  calculated at a twenty
         percent (20%)  discount from the average of the closing  prices of such
         stock on the five (5) trading  days prior to the date on which Array or
         its designee  elects to exercise this option.  The equivalent  value so
         determined may be paid to Array or its designee either in ePHONE common
         stock or in warrants for the purchase of ePHONE common stock, the terms
         of which are  reasonably  satisfactory  to Array or its  designee,  and
         which  provide for an exercise  price of not more than one cent ($0.01)
         per share.  ePHONE agrees to provide  Array or its designee  demand and
         piggy back registration rights for registration on an established stock
         exchange or on the Nasdaq  national  market for its shares,  or for the
         warrants  and the  warrant  shares to be issued  upon  exercise  of the
         warrants,  and to assist in the registration process.  Array shall have
         at least two (2)  demand  registration  rights for each year so long as
         any of  such  shares,  or  such  warrants  or  warrant  shares,  remain
         unregistered. Within sixty (60) days after the Closing Date, as defined
         in the Strategic Alliance Agreement,  the parties agree to negotiate in
         good faith to execute a  registration  rights  agreement with terms and
         conditions  that are  consistent  with the terms of this  Agreement and
         that are customary and usual with respect to such agreements.

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<PAGE>

(d)      Notwithstanding  any of the provisions of this Agreement,  in the event
         any royalty payment or portion thereof remains unpaid for one (1) year,
         or Array or its  designee  accept  warrants  for such  payment  and the
         warrants are not registered  within such year, then ePHONE's license to
         the Intellectual  Property shall no longer be exclusive and Array shall
         be entitled to license the Intellectual Property to third parties other
         than ePHONE.

                                    ARTICLE 5
                OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY

Section 5.1  Ownership.  Nothing in this  Agreement  or in  ePHONE's  use of the
Intellectual  Property  shall grant ePHONE any rights in or to the  Intellectual
Property other than the rights expressly licensed hereunder. ePHONE acknowledges
Array's rights in the Intellectual  Property.  ePHONE shall not commit, or cause
any  third  party to  commit,  any act  challenging,  contesting,  or in any way
impairing or  attempting  to impair  Array's  rights in and to the  Intellectual
Property.

Section 5.2 Infringement by Third Parties. If ePHONE learns of any activity by a
third party that might  constitute  infringement of Array's rights in any of the
Intellectual  Property,  or if any third party  asserts that ePHONE's use of the
Intellectual Property constitutes unauthorized use or infringement, ePHONE shall
so  notify  Array.  Any  action  or  litigation  resulting  from  any  claim  of
infringement  arising  hereunder  shall be handled by Array or  Comdial.  ePHONE
shall  make all  reasonable  efforts to assist  Array or  Comdial  with any such
action or litigation, including providing such evidence and expert assistance as
ePHONE may have within its control.

Section 5.3 Rights in Improvements, Developments,  Enhancements,  Modifications,
and Inventions.

(a)      CTVoice  Release 2A.  Within  thirty (30) days  following the Effective
         Date,  ePHONE  shall  deliver to Array the source  code for the product
         CTVoice Release 2A, which product shall have the same functionality and
         all of the  capabilities  of the product Array Series 3000.  Array,  or
         such other entity as Array may designate,  shall own all rights in such
         source code,  including  without  limitation all intellectual  property
         rights.  The source code shall be  included  within the  definition  of
         Intellectual  Property for purposes of this Agreement,  and it shall be
         licensed to ePHONE pursuant to the terms and conditions hereunder.

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<PAGE>

         (i)      Until the first  anniversary  of the  Effective  Date,  ePHONE
                  shall  provide  to Array  or its  designee  any  improvements,
                  developments, enhancements,  modifications, or inventions that
                  resolve  any  functional   problems  or  other   technological
                  difficulties   with  the  CTVoice  Release  2A  product  ("Bug
                  Fixes").  ePHONE  shall  own  all  rights  in the  Bug  Fixes,
                  including without limitation all intellectual property rights.
                  Nonetheless,  by providing  Array or its designee with the Bug
                  Fixes,  ePHONE  shall be deemed to have  granted  Array or its
                  designee,  and such  parties'  successors  and  affiliates,  a
                  nonexclusive,  irrevocable,  royalty  free  license to the Bug
                  Fixes.

         (ii)     After the first  anniversary of the Effective Date, ePHONE and
                  Array  or its  designee  agree  to  negotiate  in  good  faith
                  regarding the terms and  conditions  under which any Bug Fixes
                  developed,  invented,  or  created by  employees  or agents of
                  ePHONE after the first  anniversary  of the Effective Date may
                  be  licensed to Array or its  designee.  ePHONE  shall  charge
                  Array or its  designee  rates  at  least as low as the  lowest
                  rates charged to third parties not affiliated  with ePHONE for
                  such licenses.

(b)      Improvements, Developments, Enhancements, Modifications, and Inventions
         other than CTVoice Release 2A.

         (i)      If  any  of  the  employees  or  agents  of  ePHONE  improves,
                  develops, enhances, modifies, or invents technology, works, or
                  other  intangible  property,  related to or  arising  from the
                  Intellectual Property licensed hereunder, ePHONE shall own all
                  rights  in  such   technology,   works,  or  other  intangible
                  property,   including  without   limitation  all  intellectual
                  property rights.

         (ii)     If any  of  the  employees  or  agents  of  Array  or  Comdial
                  improves, develops, enhances, modifies, or invents technology,
                  works,  or other  intangible  property,  related to or arising
                  from the Intellectual  Property licensed  hereunder,  Array or
                  Comdial,  as  appropriate,   shall  own  all  rights  in  such
                  technology,  works, or other  intangible  property,  including
                  without limitation all intellectual property rights.

         (iii)    The parties  agree to  negotiate in good faith  regarding  the
                  terms   and   conditions   under   which   any   improvements,
                  developments,   enhancements,   modifications,  or  inventions
                  encompassed  by this  Section  5.3(b) may be  licensed  to the
                  other parties.  The parties shall charge rates at least as low
                  as the lowest  rates  charged by the  parties to  unaffiliated
                  third parties for such licenses.



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<PAGE>



                                    ARTICLE 6
                    WARRANTIES, DISCLAIMERS, INDEMNIFICATION,
                           AND LIMITATION OF LIABILITY

Section 6.1  Warranties.  ePHONE  represents  and warrants that it shall use the
Intellectual  Property only in accordance  with the terms and conditions of this
Agreement.

Section 6.2  Representations and Disclaimers.

(a)      Array and Comdial each represent and warrant that the Patents set forth
         on Schedule 1 and the Know-How set forth on Schedule 2 accurately  list
         all of the  Intellectual  Property  owned by Array  that has been  duly
         registered with, filed in, or issued by, as the case may be, the United
         States Patent and Trademark Office. Array owns the entire right, title,
         and interest in and to the Patents and the Know-How,  including without
         limitation  the  exclusive  right to use and license  the same.  To the
         knowledge of Array,  no Person,  as defined in the  Strategic  Alliance
         Agreement, is infringing upon any of the Patents or the Know-How.

(b)      The Intellectual  Property constitutes all of the intellectual property
         necessary to conduct the business and  operations of Array as conducted
         as of the Effective Date. To the knowledge of Array,  there is no basis
         for  any  claim  of  infringement  by any  Person,  as  defined  in the
         Strategic  Alliance  Agreement,  with regard to any of the Intellectual
         Property.

(c)      Notwithstanding the foregoing,  neither Array nor Comdial represents or
         warrants  that:  (i) the  Intellectual  Property is suitable for use in
         connection  with  Products or  Services;  (ii) use of the  Intellectual
         Property  will  enable  ePHONE to obtain  specific  results;  (iii) the
         Intellectual Property does not infringe the rights of third parties; or
         (iv) use of the Intellectual  Property will not cause any loss, damage,
         or injury.  ePHONE will use the  Intellectual  Property at its own risk
         and neither Array nor Comdial shall be responsible  for any Products or
         Services  provided through the use of the Intellectual  Property or for
         any other exploitation of the Intellectual Property.

Section 6.3       Indemnification.

(a)      ePHONE agrees to be solely  responsible for, and to defend,  indemnify,
         and hold Array and Comdial,  and any of their successors or affiliates,
         harmless  against  any and all  claims,  actions,  suits,  liabilities,
         demands,   expenses   (including   reasonable   attorneys'   fees   and
         disbursements),  losses, costs, or damages asserted against or incurred
         by Array,  Comdial,  or any of their successors or affiliates,  arising
         out of or in connection with (i) Products produced or Services rendered
         by ePHONE,  (ii) the use of the  Intellectual  Property  by ePHONE,  or
         (iii) any breach of ePHONE's obligations hereunder.

                                       10
<PAGE>

(b)      Array  and  Comdial,   jointly  and  severally,   agree  to  be  solely
         responsible for, and to defend,  indemnify, and hold ePHONE, and any of
         its  successors  or  affiliates,  harmless  against any and all claims,
         actions, suits,  liabilities,  demands,  expenses (including reasonable
         attorneys' fees and disbursements),  losses, costs, or damages asserted
         against or incurred by ePHONE,  or any of its successors or affiliates,
         arising  out  of  or  in  connection   with  (i)  any  failure  of  the
         representations  and  warranties  set  forth  in  Section  6.2 of  this
         Agreement  to be true and  correct  or (ii) any  breach of  Array's  or
         Comdial's obligations hereunder.

Section 6.4 Limitation of Liability.  No party to this Agreement shall under any
circumstances be liable for any special, incidental, consequential, indirect, or
punitive   damages  arising  from  breach  of  warranty,   breach  of  contract,
negligence, or any other legal theory arising from or related to this Agreement,
even if  such  party  or its  agents  or  employees  have  been  advised  of the
possibility of such damages.

                                    ARTICLE 7
                             DEFAULT AND TERMINATION

Section 7.1 Events of Default.  Any one of the  following  shall  constitute  an
Event of Default by ePHONE:

(a)      ePHONE defaulting in the performance of any covenant,  agreement, term,
         or provision  under this Agreement,  and such default  continuing for a
         period of thirty  (30) days after  written  notice  thereof by Array or
         Comdial to ePHONE;

(b)      ePHONE filing a voluntary petition for bankruptcy,  reorganization,  or
         an  arrangement   under  any  bankruptcy  or  insolvency   law,  or  an
         involuntary  petition under any such law being filed against ePHONE and
         not dismissed within ninety (90) days; or

(c)      ePHONE making an assignment for the benefit of its creditors.

Section 7.2 Remedies.  Without  limiting  other  remedies  available to Array or
Comdial at law or equity,  upon the occurrence of an Event of Default by ePHONE,
either Array or Comdial may, at their option, terminate this Agreement by giving
written notice to ePHONE.

Section 7.3  Discontinuation  of Use. Following the expiration or termination of
this  Agreement,  for any reason other than  ePHONE's  election of its option to
purchase  the  Intellectual  Property  pursuant  to Section  2.3,  ePHONE  shall
immediately  cease  use  of  the  Intellectual   Property  licensed  under  this
Agreement.

                                       11
<PAGE>

                                    ARTICLE 8
                                 CONFIDENTIALITY

Section 8.1 ePHONE's Confidentiality  Obligations. The parties acknowledge that,
during the  ordinary  course of  business,  ePHONE  will be required to disclose
confidential  and  proprietary  information  to its customers and other parties.
During the term of this  Agreement  and  thereafter,  ePHONE agrees that it will
enter into confidentiality agreements or nondisclosure agreements with usual and
customary  terms and  conditions  prior to disclosing the Know-How and all other
technology,   inventions,  software,  hardware,  designs,  drawings,  processes,
recipes, formulae, data, technical information and the like, which are disclosed
by Array or Comdial  to ePHONE or  received  by  ePHONE's  personnel  under this
Agreement.

Section 8.2  Array's  and  Comdial's  Confidentiality  Obligations.  The parties
acknowledge that, during the ordinary course of business, Array and Comdial will
be  required  to  disclose  confidential  and  proprietary  information  to  its
customers and other parties.  During the term of this Agreement and  thereafter,
Array and  Comdial  agree that they,  jointly or  individually,  will enter into
confidentiality  agreements or nondisclosure agreements with usual and customary
terms and conditions prior to disclosing all technology,  inventions,  software,
hardware,  designs,  drawings,  processes,  recipes,  formulae,  data, technical
information  and the like,  which are disclosed by ePHONE to Array or Comdial or
received by Array or Comdial's personnel under this Agreement.

Section 8.3  Exceptions  to  Confidentiality  Obligations.  The  confidentiality
obligations set forth in this Article 8 shall not apply to any information that:
(i) is or becomes  generally  available  to the public other than as a result of
disclosure   by  one  of  the  parties  or  the  parties'   agents,   employees,
representatives,  or  advisors;  (ii) is  rightfully  disclosed to either of the
parties by a third party without any breach of the  confidentiality  obligations
hereunder.  Any of the  parties may  disclose  the other  parties'  confidential
information to its personnel and  independent  contractors,  including,  without
limitation,  lawyers,  accountants,  and  consultants,  when the course of their
employment necessitates such disclosure;  provided, however, that the disclosing
party shall take  appropriate  measures to maintain the  confidentiality  of all
confidential  information  disclosed to or obtained by such party's personnel or
independent contractors.

Section  8.4  Return  of  Confidential  Information.   Upon  the  expiration  or
termination of this  Agreement,  for any reason other than ePHONE's  election of
its option to purchase the Intellectual  Property  pursuant to Section 2.3, each
party hereto shall return to the other parties, as applicable,  all materials or
items that contain,  embody, or relate to any confidential information belonging
to the  other  parties,  including,  without  limitation,  documents,  drawings,
software, hardware, databases,  electronic information,  storage media, samples,
and models.  Each party shall  return all such  materials  to the other  parties
within fifteen (15) days of the date of expiration or termination.



                                       12
<PAGE>



                                    ARTICLE 9
                              TECHNICAL ASSISTANCE

Section  9.1  Technical  Assistance  Services.  ePHONE  shall  use  commercially
reasonable  efforts  to make its  employees  and agents  available  to Array and
Comdial to provide  technical  assistance with the  Intellectual  Property,  any
improvements, developments,  enhancements,  modifications, or inventions related
thereto,  or any other technical  matters related to ePHONE's  business.  ePHONE
shall charge Array and Comdial rates at least as low as the lowest rates charged
to third  parties  not  affiliated  with  ePHONE for such  technical  assistance
services.

                                   ARTICLE 10
                               GENERAL PROVISIONS

Section 10.1 No Third Party  Beneficiaries.  This Agreement shall not confer any
rights or  remedies  upon any person or entity  other than the parties and their
respective successors and permitted assigns.

Section 10.2 Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
permitted  assigns.  Any of the parties hereto shall be permitted to assign this
Agreement and its rights and obligations hereunder to a successor in interest of
all or substantially all of its assets, or to an affiliated entity.

Section 10.3  Amendments.  No amendment of any provision of this Agreement shall
be valid  unless the  amendment  shall be in writing  and signed by all  parties
hereto.

Section 10.4 Waivers. No waiver by any party of any default,  misrepresentation,
or breach of warranty or covenant hereunder,  regardless of whether intentional,
shall be deemed to extend to any prior or subsequent default, misrepresentation,
or breach of  warranty  or  covenant  hereunder  or affect in any way any rights
arising by virtue of any prior or subsequent such occurrence.

Section  10.5  Severability.  Any term or condition  of this  Agreement  that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation or in any other jurisdiction.

Section  10.6  Construction.  The  parties  have  participated  mutually  in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted  mutually  by the parties  and no  presumption  or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.

                                       13
<PAGE>

Section  10.7  Notices.  All  notices,  requests,  demands,  claims,  and  other
communications  hereunder  shall be in  writing.  Any notice,  request,  demand,
claim,  or other  communication  hereunder  shall be deemed  duly given (i) upon
confirmation  of receipt of facsimile or electronic  mail; (ii) one (1) business
day following the date sent when sent by overnight  delivery;  or (iii) five (5)
business  days  following the date mailed when mailed by registered or certified
mail return receipt requested and postage prepaid to the following address:

         If to Array or Comdial:

                  Comdial Corporation
                  1180 Seminole Trail
                  Charlottesville, Virginia 22906
                  Attention: William G. Mustain
                  Tel:     (804) 978-2518
                  Fax:     (804) 978-2512
                  E-mail: bill.mustain@comdial.com

         Copy to:

                  McGuire, Woods, Battle & Boothe LLP
                  310 4th Street NE, Suite 300
                  P. O. Box 1288
                  Charlottesville, Virginia 22902-1288
                  Attention: Robert E. Stroud, Esquire
                  Tel:     (804) 977-2511
                  Fax:     (804) 980-2272
                  E-mail: restroud@mwbb.com


         If to ePHONE:

                  ePHONE Telecom, Inc.
                  355 Burrard Street, Suite 1000
                  Vancouver, British Columbia, Canada V6C 2G8
                  Attention: Robert G. Clarke
                  Tel:     (604) 482-6116
                  Fax:     (604) 482-1116
                  E-mail: rclarke@ephonetel.com



                                       14
<PAGE>



         Copy to:

                  Arnold & Porter
                  555 Twelfth Street NW
                  Washington, D.C. 20004-1202
                  Attention: Paul D. Freshour, Esquire
                  Tel:     (202) 942-5872
                  Fax:     (202) 942-5999
                  E-mail: paul_freshour@aporter.com

Section  10.8  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

Section  10.9  Headings.  The  Article and Section  headings  contained  in this
Agreement are inserted for convenience  only and shall not affect in any way the
meaning or interpretation of this Agreement.

Section  10.10  Entire  Agreement.   The  Strategic  Alliance  Agreement,   this
Agreement, and the other Agreements referred to and incorporated by reference in
the Strategic  Alliance  Agreement shall constitute the entire agreement between
the parties  and  supersede  any prior  understandings,  agreements,  covenants,
warranties, or representations by or between the parties, written or oral.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
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                                       15
<PAGE>



         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the date first set forth above.

                                                     ARRAY TELECOM CORPORATION

                                                     By:_______________________

                                                     Name:_____________________

                                                     Title:____________________



                                                     ePHONE TELECOM, INC.

                                                     By:_______________________

                                                     Name:_____________________

                                                     Title:____________________




                                                     COMDIAL CORPORATION

                                                     By:_______________________

                                                     Name:_____________________

                                                     Title:____________________





                                       16
<PAGE>


                                                                      SCHEDULE 1

                                 LIST OF PATENTS
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                              Title                                      Serial Number             Filing Date
--------------------------------------------------------------------------------------------------------------------

<S>                                                                        <C>                      <C>
System, Method, and Computer Program Product for Managing a                09/393,288               09/10/1999
Carrier Exchange Network

--------------------------------------------------------------------------------------------------------------------

System, Method and Computer Program Product for Point-to-Point             09/430,297               10/29/1999
Band-width Conversation in an IP Network

--------------------------------------------------------------------------------------------------------------------

Method, System and Computer Program Product Providing Voice Over           09/393,658               09/10/1999
the Internet Communication

--------------------------------------------------------------------------------------------------------------------

Method, System and Computer Program Product for Managing                   09/527,915               03/17/2000
Database Servers and Services

--------------------------------------------------------------------------------------------------------------------

System, Method and Computer Program Product Managing Routing               60/173,750               12/30/1999
Servers and Services

--------------------------------------------------------------------------------------------------------------------

System, Method and Computer Program Product Managing Routing             PCT/US00/00009             01/10/2000
Servers and Services

--------------------------------------------------------------------------------------------------------------------

System, Method and Computer Program Product Managing Routing               09/527,920               03/17/2000
Servers and Services

--------------------------------------------------------------------------------------------------------------------

Method, System and Computer Program Product for Managing Jitter            09/429,652               10/29/1999

--------------------------------------------------------------------------------------------------------------------

Method, System and Computer Program Product for Managing Jitter          PCT/US00/02330             02/01/2000

--------------------------------------------------------------------------------------------------------------------
</TABLE>




                                       17
<PAGE>


                                                                      SCHEDULE 2

                                LIST OF KNOW-HOW

Method, System and Computer Program Product for Route Quality Management
         (According to Sterne,  Kessler,  Goldstein & Fox,  P.L.L.C.,  the
         patent application for this invention is in the process of being
         prepared.)


Any other  unpatented  technology,  inventions,  designs,  drawings,  processes,
recipes, formulae, data, technical information, and other industrial, commercial
property that: (i) are known to Array as of the Effective Date; (ii) are secret,
in the sense that they are not generally  known or easily  accessible to others;
and (iii) relate to the Products and Services.
















                                       18