STRATEGIC ALLIANCE AGREEMENT
                                      AMONG
                           ARRAY TELECOM CORPORATION,
                              EPHONE TELECOM, INC.
                                       AND
                               COMDIAL CORPORATION

         This Strategic Alliance Agreement (the "Agreement") is made as of March
31, 2000, between 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

         WHEREAS,   ePHONE   is   in   the   business   of   providing   certain
telecommunications services, including international long distance services that
allow users to perform  phone-to-phone  one step dialing via Voice over Internet
Protocol;

         WHEREAS,  Array has  developed  certain  software  products,  including
VoipGate,  Array  Version 2 and the Array  3000  family  of  products,  and owns
certain related assets;

         WHEREAS, Comdial  owns all  of the outstanding  capital stock of Array;
and


         WHEREAS,  Array has agreed to sell,  and ePHONE has agreed to purchase,
all of  Array's  physical  assets,  and  Array  has  agreed to grant to ePHONE a
license in the form of  Exhibit B to this  Agreement  to,  among  other  things,
VoipGate, Array Version 2 and the Array 3000 family of products.

                                    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:

                                   ARTICLE 1.
                           SALE AND PURCHASE OF ASSETS

Section 1.1 Sale and Purchase of Assets.  Subject to the terms and conditions of
this  Agreement,  on the Closing Date  (hereinafter  defined)  Array shall sell,
transfer,  convey and deliver to ePHONE,  and on the Closing  Date ePHONE  shall
purchase and acquire from Array,  the fixed assets of Array used in its business
and listed in Schedule 1 (the "Purchased  Assets").  The transfer and conveyance
of the Purchased  Assets shall be made by a bill of sale (the "Bill of Sale") in
substantially the form attached hereto as Exhibit A.
<PAGE>

Section 1.2  Excluded  Assets.  The  Purchased  Assets to be sold and  purchased
hereunder do not include cash, accounts receivable,  intangible assets,  patents
or patent applications, know-how, trade secrets or any other asset of Array that
is not listed in Schedule 1.

Section  1.3 No  Assumption  of  Liabilities.  ePHONE  shall  not  assume  or be
otherwise  liable for any  liabilities  or  obligations  of Array related to the
Purchased Assets or otherwise,  except for obligations arising after the Closing
Date under the Lease (as defined in Section 7.7).

                                   ARTICLE 2.
                              LICENSE OF TECHNOLOGY

Section 2.1 License.  Array shall grant to ePHONE a license to the  Intellectual
Property  (as such term is  defined in the  License  Agreement)  (the  "Licensed
Assets")  pursuant to the License  Agreement in substantially  the form attached
hereto as Exhibit B.

                                   ARTICLE 3.
                           CONSIDERATION FOR AGREEMENT

Section 3.1  Consideration  for  Agreement.  In partial  consideration  for this
Agreement and the transactions contemplated hereby, ePHONE shall pay to Array at
the Closing in cash the amount of $2,650,000.

Section 3.2 Royalty  Payments.  ePHONE  shall make  royalty  payments to Comdial
pursuant to the terms of the License Agreement.

                                   ARTICLE 4.
                            REPRESENTATIONS BY ARRAY

Section 4.1 Organization;  Qualification. Array is a corporation duly organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and has all necessary  corporate power and authority to own its assets and carry
on its business as it is presently being conducted.  Array is duly qualified and
in good standing to do business in each jurisdiction in which its business makes
such qualification necessary,  except in those jurisdictions where failure to be
duly  qualified and in good standing does not and cannot  reasonably be expected
to have, in the aggregate,  a material  adverse effect on the Purchased  Assets,
the Licensed  Assets or its business.  Array has heretofore  delivered to ePHONE
complete  and correct  copies of its  Certificate  of  Incorporation  and Bylaws
currently in effect.

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<PAGE>

Section  4.2  Authority  Relative  to this  Agreement.  Array has all  necessary
corporate  power and  authority  to execute and deliver  this  Agreement  and to
consummate the transactions  contemplated  hereby. The execution and delivery by
Array  of  this  Agreement,  and  the  consummation  by it of  the  transactions
contemplated  hereby,  have been duly  authorized  by the Board of  Directors of
Array and no other corporate proceedings on the part of Array are necessary with
respect  thereto.  This  Agreement has been duly executed and delivered by Array
and constitutes, and the other agreements referred to herein to which Array is a
party  (collectively,   the  "Array  Related  Agreements"),  when  executed  and
delivered by Array,  will  constitute,  valid and binding  obligations  of Array
enforceable  against Array in accordance with their terms, except as their terms
may  be  limited  by  (i)  bankruptcy,  insolvency  or  similar  laws  affecting
creditors'  rights  generally  or (ii)  general  principles  of equity,  whether
considered in a proceeding in equity or at law.

Section 4.3 No Violation.  The execution and delivery by Array of this Agreement
and  the  Array  Related  Agreements  does  not,  and  the  consummation  of the
transactions  contemplated hereby and thereby, will not (i) violate or result in
a breach of any  provision  of the  Certificate  of  Incorporation  or bylaws of
Array,  (ii)  result in a  default,  or give  rise to any right of  termination,
modification or  acceleration,  or the imposition of a mortgage,  lien,  pledge,
security  interest,  charge,  claim,  restriction or other  encumbrance or other
defects in title (each an  "Encumbrance")  on any of the Purchased Assets or the
Licensed  Assets,  under  the  terms or  provisions  of any  agreement  or other
instrument or obligation to which Array is a party or by which Array, any of the
Purchased  Assets,  the Licensed  Assets or its business may be bound,  or (iii)
violate any law or  regulation,  or any judgment,  order or decree of any court,
governmental body, commission,  agency or arbitrator applicable to Array, any of
the Purchased Assets, the Licensed Assets or its business (other than applicable
"bulk sales" laws),  excluding  from the  foregoing  clauses (ii) and (iii) such
defaults and violations which do not and cannot reasonably be expected to have a
material adverse effect on the Purchased Assets or the Licensed Assets, or Array
or its other properties or its business.

Section 4.4 Litigation.  There are no actions, suits, claims,  investigations or
proceedings  pending or, to the knowledge of Array,  threatened  against  Array,
before any court,  governmental body,  commission,  agency or arbitrator,  which
have or can  reasonably  be  expected to have a material  adverse  effect on the
Purchased Assets or the Licensed Assets or Array or its business,  or which seek
to limit,  in any manner,  the right of ePHONE to control and use the  Purchased
Assets  and the  Licensed  Assets  after the  consummation  of the  transactions
contemplated in this Agreement.  Furthermore,  there are no judgments, orders or
decrees of any such court,  governmental body, commission,  agency or arbitrator
which have or can reasonably be expected to have any such effect.

Section 4.5 Titles to Assets;  Leases.  Array holds good and marketable title to
all of the  Purchased  Assets  and the  Licensed  Assets,  free and clear of any
Encumbrances,  and has the right to sell,  transfer  and  assign  the  Purchased
Assets to ePHONE and license the Licensed Assets to ePHONE.  All properties held
under lease by Array are held under valid, enforceable and assignable leases.

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<PAGE>

Section 4.6 Consents and Approvals.  Except to the extent that failure to obtain
such consent or approval would not have material adverse effect on the Purchased
Assets or the Licensed Assets or Array's business, and except for the consent of
Bank of America under the Credit  Agreement  between Bank of America and Comdial
dated as of October  22,  1998,  which  consent has been  obtained,  there is no
requirement  applicable  to Array to make any  filing  with,  or to  obtain  the
consent  or  approval  of, any  individual,  corporation,  partnership,  limited
liability company, association, trust or other entity or organization, including
any government or political subdivision, agency or instrumentality thereof (each
a "Person") as a condition to the consummation of the transactions  contemplated
by this  Agreement  (other than as may be required by  applicable  "bulk  sales"
laws).

                                   ARTICLE 5.
                           REPRESENTATIONS BY COMDIAL

Section  5.1  Organization  and  Qualification.  Comdial is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has all necessary  corporate  power and authority to own its assets
and carry on its business as it is presently  being  conducted.  Comdial is duly
qualified and in good standing to do business in each  jurisdiction in which its
business makes such qualification necessary, except in those jurisdictions where
failure to be duly qualified and in good standing does not and cannot reasonably
be  expected  to have,  in the  aggregate,  a  material  adverse  effect  on its
business.

Section 5.2 Authority Relative to Agreement. Comdial has all necessary corporate
power and authority to execute and deliver this  Agreement and to consummate the
transactions  contemplated hereby. The execution and delivery by Comdial of this
Agreement,  and the consummation by it of the transactions  contemplated hereby,
have been duly  authorized  by the Board of  Directors  of Comdial  and no other
corporate proceedings on the part of Comdial are necessary with respect thereto.
This Agreement has been duly executed and delivered by Comdial,  and constitutes
the valid and  binding  obligation  of Comdial  enforceable  against  Comdial in
accordance  with its terms except as its terms may be limited by (i) bankruptcy,
insolvency or similar laws affecting creditors' rights generally or (ii) general
principles of equity, whether considered in a proceeding in equity or at law.

Section  5.3 No  Violation.  The  execution  and  delivery  by  Comdial  of this
Agreement does not, and the consummation of the transactions contemplated hereby
will not, (i) violate or result in a breach of any provision of the  Certificate
of Incorporation or bylaws of Comdial, or (ii) violate any law or regulation, or
any  judgment,  order or decree of any  court,  governmental  body,  commission,
agency or  arbitrator  applicable  to Comdial  or its  business  excluding  such
defaults and violations which do not and cannot reasonably be expected to have a
material adverse effect on its properties or its business.

                                       4
<PAGE>

                                   ARTICLE 6.
                            REPRESENTATIONS BY EPHONE

Section  6.1  Organization  and  Qualification.  ePHONE  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Florida and has all  necessary  corporate  power and authority to own its assets
and carry on its business as it is  presently  being  conducted.  ePHONE is duly
qualified and in good standing to do business in each  jurisdiction in which its
business makes such qualification necessary, except in those jurisdictions where
failure to be duly qualified and in good standing does not and cannot reasonably
be  expected  to have,  in the  aggregate,  a  material  adverse  effect  on its
properties or its business.  ePHONE has heretofore delivered to Comdial complete
and correct  copies of its  Articles of  Incorporation  and Bylaws  currently in
effect.

Section 6.2 Authority Relative to Agreement.  ePHONE has all necessary corporate
power and authority to execute and deliver this  Agreement and to consummate the
transactions  contemplated  hereby. The execution and delivery by ePHONE of this
Agreement,  and the consummation by it of the transactions  contemplated hereby,
have  been duly  authorized  by the Board of  Directors  of ePHONE  and no other
corporate  proceedings on the part of ePHONE are necessary with respect thereto.
This  Agreement has been duly executed and delivered by ePHONE and  constitutes,
and the  Related  Agreements  to which  ePHONE  is a party,  when  executed  and
delivered by ePHONE,  will constitute,  valid and binding  obligations of ePHONE
enforceable  against ePHONE in accordance with their terms except as their terms
may  be  limited  by  (i)  bankruptcy,  insolvency  or  similar  laws  affecting
creditors'  rights  generally  or (ii)  general  principles  of equity,  whether
considered in a proceeding in equity or at law.

Section 6.3 No Violation. The execution and delivery by ePHONE of this Agreement
does not, and the consummation of the transactions contemplated hereby will not,
(i)  violate  or  result  in a  breach  of  any  provision  of the  Articles  of
Incorporation or bylaws of ePHONE, or (ii) violate any law or regulation, or any
judgment, order or decree of any court, governmental body, commission, agency or
arbitrator  applicable  to ePHONE or its business as  presently  conducted or as
contemplated  to be  conducted in the Business  Plan of ePHONE,  excluding  such
defaults and violations which do not and cannot reasonably be expected to have a
material adverse effect on its properties or its business.

Section 6.4 Consents and Approvals.  Except to the extent that failure to obtain
such  consent  or  approval  would  not  have  material  adverse  effect  on its
properties or its business, there is no requirement applicable to ePHONE to make
any filing  with,  or to obtain  the  consent  or  approval  of, any Person as a
condition  to  the  consummation  of  the  transactions   contemplated  by  this
Agreement.

Section 6.5 Financial  Statements.  ePHONE has previously furnished Comdial with
true and complete copies of (i) the audited  financial  statements of ePHONE for
the periods  ending June 30, 1999 and December 31, 1998 and 1997,  including the
notes thereto (the "Annual Financial Statements"),  together with the reports on
such statements of ePHONE's  independent  auditors,  and (ii) unaudited  interim
financial  statements for the eleven month period ending  November 30, 1999 (the
"Interim Financial  Statements").  Such financial  statements present fairly the
financial  position of ePHONE as of such dates and the results of its operations
and changes in its financial position for such periods and have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis.

                                       5
<PAGE>

Section 6.6 No Undisclosed  Liabilities.  Since November 30, 1999, and except as
previously  disclosed in writing to Comdial,  there has not been any change,  or
development involving a prospective change, including,  without limitation,  any
damage, destruction or loss (whether or not covered by insurance), which affects
or can  reasonably be expected to affect,  the properties or business of ePHONE,
and ePHONE has not entered into any contract which can reasonably be expected to
have any such effect.

Section  6.7  Absence of Certain  Changes.  Except as  previously  disclosed  in
writing  to  Comdial,  ePHONE has not  incurred  any  liabilities  which are not
reflected  in the  Interim  Financial  Statements  other than  those  which were
incurred  subsequent  to such date in the ordinary  course of business and which
have not and cannot  reasonably be expected to have a material adverse effect on
the properties or business of ePHONE.

Section  6.8  Absence  of  Litigation.  There  are no  actions,  suits,  claims,
investigations or proceedings pending or, to the knowledge of ePHONE, threatened
against  ePHONE,  before any court,  governmental  body,  commission,  agency or
arbitrator,  which have or can reasonably be expected to have a material adverse
effect or its  business  or which  seek to limit,  in any  manner,  the right of
ePHONE to  control  the  Purchased  Assets  and the  Licensed  Assets  after the
consummation of the  transactions  contemplated in this Agreement.  Furthermore,
there are no judgments,  orders or decrees of any such court, governmental body,
commission,  agency or  arbitrator  which have or can  reasonably be expected to
have any such effect.

Section 6.9 Business Plan.  Attached hereto as Exhibit C is the current Business
Plan of ePHONE with respect to the Purchased Assets and the Licensed Assets.

                                   ARTICLE 7.
                                OTHER AGREEMENTS

Section 7.1 Support for  Imbedded  Base.  The parties  hereto  acknowledge  that
Array's  imbedded  base of customers  will be  supported  and serviced by ePHONE
following the Closing.  ePHONE agrees that it will use  commercially  reasonable
efforts to support such imbedded base from and after the Closing Date.

Section 7.2  Investigation of Business.  From the date hereof until the Closing,
each of the  parties  hereto  will  afford  the other  parties  hereto and their
respective representatives,  including attorneys and accountants, full access at
all reasonable times to its officers, employees, properties, contracts and books
and  records to enable  such  other  party to make a full  investigation  of its
business.  Each party will also  furnish  each other party with such  financial,
operating and other  information as such party may reasonably  request in making
such investigation.

Section 7.3 Confidentiality.  The information which any party acquires about any
other party  prior to  consummation  of the  transactions  contemplated  by this
Agreement  as  a  result  of  the  investigations  permitted  hereby  is  termed
"Evaluation  Material."  Each  party  agrees  that  neither  it,  nor any of its
representatives,  will (i) use any such  material for any purpose not related to
the  transactions  contemplated  by this  Agreement  nor (ii)  disclose any such
material to anyone except its  representatives  who may need such information to
perform  their  respective  duties and have been  informed  of its  confidential
nature. If the transactions  contemplated by this Agreement are not consummated,
each party  agrees that it will return any  written  Evaluation  Material in its
possession,  or will destroy and will not retain any such  material,  any copies
thereof or any notes or memoranda made using such material.

                                       6
<PAGE>

Section 7.4 Public  Announcements.  Prior to the Closing Date,  the parties will
consult with each other before  issuing any press  releases or making any public
statements  with  respect to this  Agreement  or the  transactions  contemplated
hereby  and will  not  issue  any such  press  release  or make any such  public
statement without the prior consent of the other,  except to the extent required
by law.

Section 7.5 Employee Matters; Customer Solicitation.  Comdial and Array will not
object  to or  interfere  with any  efforts  by ePHONE  to  employ  the  current
employees of Array. During the term of the License Agreement,  neither Array nor
Comdial shall directly or indirectly  induce or attempt to persuade any employee
of ePHONE to terminate his or her employment with ePHONE. During the term of the
License  Agreement,  neither  Array nor Comdial nor any Person  affiliated  with
either  shall  directly  or  indirectly  sell or  attempt  to sell (by  means of
solicitation  or  otherwise) to any customer to which ePHONE is providing or has
provided  Products  and  Services  (as such  terms are  defined  in the  License
Agreement)  any product or service  which is  competitive  with the Products and
Services.

Section  7.6 Access to Comdial  Dealer  Network and Direct  Sales  Organization.
During the term of the License  Agreement,  Comdial  (i) shall use  commercially
reasonable  efforts  to assist  ePHONE in  distributing  products  and  services
provided by ePHONE  through  its direct  sales  organization  and (ii) shall use
commercially  reasonable  efforts to enable  ePHONE to  distribute  products and
services  through  its  network  of  independent   telecommunications  equipment
dealers.

Section 7.7 Assignment of Lease.  As soon as  practicable  following the Closing
Date,  Array shall  assign to ePHONE its  interests as lessee under the lease to
Array's business  facility located at 1145 Herndon Parkway,  Herndon,  Virginia,
from W9/LWS Real Estate Limited Partnership,  as lessor, dated February 23, 1999
("Lease"),  and  ePHONE  shall,  from and after the  Closing  Date,  assume  and
discharge  the  obligations  of Array  arising  after the Closing Date under the
Lease.  Such  assignment  of lease  shall be made by an  assignment  (the "Lease
Assignment") in substantially  the form of Lease  Assignment  attached hereto as
Exhibit D. ePHONE  shall use  commercially  reasonable  efforts to have  Comdial
released from its obligations  under the lease as soon as practicable  following
the Closing Date.

                                   ARTICLE 8.
                             CLOSING OF TRANSACTIONS

Section 8.1 Time and Place of Closing.  The closing ("Closing") shall take place
at Arnold & Porter  at 4:00 p.m.  local  time on (i) March 31,  2000,  (ii) such
other  date as may be  agreed  upon by the  parties  (either  of which  dates is
referred to in this  Agreement  as the  "Closing  Date").  If the Closing  takes
place,  the Closing and all of the  transactions  contemplated by this Agreement
shall be deemed to have occurred simultaneously and become effective at the same
time on the Closing Date.

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<PAGE>

Section 8.2 Deliveries by Array.  At the Closing,  Array shall deliver to ePHONE
the following:

(a)  Bill of Sale  substantially in the form of Exhibit A attached hereto,  duly
     executed, transferring to ePHONE title to the Purchased Assets;

(b)  License Agreement substantially in the form of Exhibit B attached hereto;

(c)  Certified copies of the resolutions duly adopted by Array  constituting all
     necessary  corporate  authorization  for the  consummation  by Array of the
     transactions contemplated by this Agreement;

(d)  A  certificate  dated as of a recent date from the  Delaware  Secretary  of
     State as to the good standing of Array; and

(e)  Such other documents, instruments,  certificates and writings as reasonably
     may be requested by ePHONE at least three business days prior to Closing.

Section 8.3 Deliveries by ePHONE. At the Closing,  ePHONE shall deliver to Array
or Comdial the following:

(a)  Immediately  available funds in the amount of $2,650,000,  by wire transfer
     to an account designated by Array;

(b)  License Agreement substantially in the form of Exhibit B hereto;

(c)  Certified copies of the resolutions duly adopted by ePHONE constituting all
     necessary  corporate  authorization  for the  consummation by ePHONE of the
     transactions contemplated by this Agreement;

(d)  A certificate dated as of a recent date from the Florida Secretary of State
     as to the good standing of ePHONE; and

(e)  Such other documents, instruments,  certificates and writings as reasonably
     may be requested by Array at least three business days prior to Closing.

Section 8.4  Deliveries  by Comdial.  At the Closing,  Comdial  shall deliver to
ePHONE the following:

(a)  License Agreement substantially in the form of Exhibit B attached hereto;

(b)  Certified  copies of the resolutions  duly adopted by Comdial  constituting
     all necessary  corporate  authorization  for the consummation by Comdial of
     the transactions contemplated by this Agreement;

(c)  A  certificate  dated as of a recent date from the  Delaware  Secretary  of
     State as to the good standing of Comdial; and

(d)  Such other documents, instruments,  certificates and writings as reasonably
     may be requested by ePHONE at least three business days prior to Closing.

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<PAGE>

                                   ARTICLE 9.
                            MISCELLANEOUS PROVISIONS

Section 9.1 Obligations of Comdial.  Comdial hereby  guarantees the complete and
timely  performance of the  obligations of Array under this  Agreement.  Comdial
agrees that if Array defaults in any of its  obligations  under this  Agreement,
ePHONE may exercise any remedies  available to it to require  Comdial to satisfy
such Array obligations  without first being required to seek performance of such
obligations from Array.

Section  9.2  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;  (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
                  Attention: William G. Mustain
                  1180 Seminole Trail
                  Charlottesville, Virginia 22906
                  Phone:     (804) 978-2518
                  Fax:       (804) 978-2512
                  Email:     bill.mustain@comdial.com

         Copy to:

                  McGuire, Woods, Battle & Boothe LLP
                  Attention: Robert E. Stroud, Esquire
                  Court Square Building
                  310 Fourth Street NE, Suite 300
                  Post Office Box 1288
                  Charlottesville, Virginia 22902-1288
                  Phone:     (804) 977-2511
                  Fax:       (804) 980-2272
                  Email:     restroud@mwbb.com

                                       9
<PAGE>

         If to ePHONE:

                  ePHONE Telecom, Inc.
                  Attention:  Robert G. Clarke
                  355 Burrard Street, Suite 1000
                  Vancouver, British Columbia
                  Canada V6C 2G8
                  Facsimile No.:  (202) 942-5999
                  Phone:     (604) 482-6116
                  Fax:       (604) 482-1116
                  Email:     rclarke@ephonetel.com

         Copy to:

                  Arnold & Porter
                  Attention:  Paul D. Freshour
                  555 Twelfth Street, N.W.
                  Washington, D.C.  20004-1202
                  Phone:     (202) 942-5872
                  Fax:       (804) 942-5999
                  Email:     paul_freshour@aporter.com

Section 9.3       Arbitration

                  (a) Any dispute, controversy or claim arising under, out of or
         relating to the  Agreement or the License  Agreement  (any  "Dispute"),
         shall be solely,  finally and  conclusively  settled by  arbitration in
         accordance with the Commercial  Arbitration  Rules (the "Rules") of the
         American  Arbitration  Association  (the  "AAA")  in  force  when  such
         arbitration  is  commenced.   The  arbitration   shall  take  place  in
         Washington,  D.C. The Dispute shall be decided in  accordance  with the
         laws of the  Commonwealth of Virginia.  In the event that more than one
         Dispute  is  pending  at  the  same  time,   such  Disputes   shall  be
         consolidated in a single arbitral proceeding.

                  (b) In any dispute between the parties  hereto,  the number of
         arbitrators  shall be three.  If the parties are unable to agree on the
         arbitrators,  the arbitrators  shall be selected in accordance with the
         Rules.

                  (c) The parties hereto intend that the provisions to arbitrate
         set  forth  herein  be  valid,   enforceable   and   irrevocable.   The
         arbitrator's  award shall be final and binding  upon the  parties.  The
         parties  shall carry out the final order on the award without delay and
         waive their right to assert any form of recourse against,  or objection
         or defense to such order or its enforcement  insofar as such waiver can
         validly  be made.  Judgment  upon the award may be entered by any court
         having jurisdiction  thereof or having jurisdiction over the parties or
         their assets or application may be made for judicial  acceptance of the
         award and an order of enforcement, as the case may be.

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<PAGE>

                  (d) Each  party to the  arbitration  proceeding  shall pay the
         fees and expenses of such party's  attorney's and  witnesses.  The fees
         and expenses of the arbitrator and all other expenses shall be borne by
         the party  that loses the  arbitration.  The  parties  agree that if it
         becomes necessary for any party to enforce an arbitral award by a legal
         action or additional arbitration or judicial methods, the party against
         whom   enforcement  is  sought  shall  pay  all  reasonable  costs  and
         attorneys' fees incurred by the party seeking to enforce the award.

Section 9.4 Governing Law. This Agreement shall be governed in all respects, and
it and the transactions  contemplated hereby shall be construed and interpreted,
by the laws of the  Commonwealth of Virginia without regard to its choice of law
rules.

Section 9.5 Entire  Agreement.  This  Agreement,  including the  Schedules,  the
Business  Plan of  ePHONE  and the Array  Related  Agreements  attached  hereto,
constitutes the entire agreement between the parties with respect to the subject
matter hereof,  and supersedes  all other prior  agreements and  understandings,
both  written and oral,  among the parties  with  respect to the subject  matter
hereof.

Section 9.6  Counterpart  Copies.  This Agreement may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

Section 9.7 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 9.8 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 to a successor in interest of all or substantially  all of its assets,
or to an affiliated entity.

Section 9.9 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 9.10 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  9.11  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.

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<PAGE>

Section  9.12  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.

Section  9.13  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.

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                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this  Agreement  by its duly  authorized  officer as of the date first set forth
above.

                                                     ARRAY TELECOM CORPORATION

                                                     By:_______________________

                                                     Name:_____________________

                                                     Title:____________________



                                                     ePHONE TELECOM, INC.

                                                     By:_______________________

                                                     Name:_____________________

                                                     Title:____________________




                                                     COMDIAL CORPORATION

                                                     By:_______________________

                                                     Name:_____________________

                                                     Title:____________________



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