Exhibit 10.5

                      PRODUCT STRATEGIC ALLIANCE AGREEMENT

      THIS PRODUCT STRATEGIC ALLIANCE  AGREEMENT  ("Agreement") is made this 9th
day of  March,  2005,  by and  among  CustomQuest,  Inc.,  an  Ohio  Corporation
("CustomQuest"), and Azonic Corp., a Nevada corporation ("Azonic").

      A. Azonic has  developed An AMPS  Cellular  Telephone  Product  (hereafter
defined). Azonic also holds a license in connection with the Product, and is the
owner of all rights, title, and interest in the Product.

      B.  CustomQuest  has expertise in the areas of  manufacturing,  packaging,
distribution and marketing.

      C.  Azonic  and  CustomQuest  desire  to  form  a  strategic  alliance  to
collaborate  in the  development,  manufacturing,  packaging,  distribution  and
marketing  of the  Product  under  the terms  and  conditions  set forth in this
Agreement.

      The parties agree as follows:

      Definitions.

      The following terms as used in this Agreement shall be defined as follows:

      "AFFILIATE."  An  "Affiliate"  shall mean any Person serving as the agent,
representative, subcontractor, or employee of the parties in connection with the
performance of any right or obligation hereunder.

      "FCC  LICENSE." FCC License shall mean license number  P4F1100A  issued by
the Federal  Communications  Commission to Azonic and  designated as a "licensed
non-broadcast transmitter held to ear."

      "ANALOG PRODUCT." Current Product using analog technology.

      "DIGITAL   PRODUCT."  New  Product  to  be   co-developed   using  digital
technology.

      "PERSON."  Person shall mean an individual and shall also include  trusts,
corporations, partnerships, limited liability companies, and other organizations
and entities.

      "PRODUCT."   Product  shall  mean  the  AMPS  cellular  telephone  product
including  the  Cyclone  Recyclable  Cellular  Phone,   including  all  changes,
improvements, refinements and derivations thereto.

      "PRODUCT INTELLECTUAL  PROPERTY." Product Intellectual Property shall mean
(i) any  patents  and  licenses  required  to  manufacture,  use and operate the
Product; (ii) any software required to use and operate the Product.

      1.  Scope of  Agreement.  CustomQuest  shall have the  exclusive  right to
manufacture,  package, distribute, market, and sell the Analog Product including
airtime minutes

<PAGE>

for the Product in North America CustomQuest shall also have the exclusive right
to all potential sales generated by John Pickard.

            a.    CustomQuest  shall  negotiate for the services of John Pickard
                  as of March 31, 2005.

            b.    CustomQuest  shall  also  have  the  exclusive  right  to  all
                  potential sales generated by John Pickard.

            c.    CustomQuest  shall  acquire  Azonic's   inventory   (including
                  finished  products  and parts) and tooling at  Azonic's  cost.
                  CustomQuest  will only  purchase  Azonic's  inventory  for the
                  purpose of fulfilling CustomQuest's purchase orders.

            d.    Azonic  shall  retain  exclusive  rights  to sell  its  Analog
                  Products to financial  service  providers.  CustomQuest  shall
                  have the right to sell Azonic's  analog  Products to all other
                  markets and industries.

            e.    All  International  markets  outside of North America shall be
                  negotiated in the future on a specific  market  basis.  Azonic
                  maintains  its right to  manufacture  the Analog  Product  for
                  distribution outside North America.

      2. Term. This Agreement shall be effective on the date set forth above and
shall continue for a period of one (1) year (the "Initial Term"). This Agreement
shall  thereafter  automatically  renew for  additional  successive one (1) year
periods unless,  at least six (6) months prior to the end of the Initial Term or
any renewal term, either party gives the other party notice of non-renewal. This
Agreement may also be terminated prior to end of the Initial Term or any renewal
term pursuant to Section 12.

      3. Duties of Azonic. Azonic shall perform or cause to be performed through
its Affiliates each of the following duties during the term of this Agreement:

            (a) Training and Specifications. Within fourteen (14) days after the
      execution of this Agreement,  Azonic shall provide training to CustomQuest
      with  respect to the  Product  and shall  make the plans,  specifications,
      operating  parameters and other  technological  information  regarding the
      Product ("Product Technical Information") available to CustomQuest.

            (b)    Consultation.  Azonic  shall  consult  with  CustomQuest
      concerning  the   manufacture  of  the  Product,   including   introducing
      CustomQuest to existing manufacturers of the Product and providing Product
      Technical  Information  to  manufacturers   selected  by  CustomQuest  and
      approved by Azonic to manufacture the Product.

            (c)  Upgrades.  Azonic  shall  keep  CustomQuest  and  manufacturers
      approved by Azonic informed as to changes and  developments  regarding the
      Product,  Product Technical  Information and Product Intellectual Property
      (as defined below) and shall provide CustomQuest upon request with written
      materials  or  other   information  with


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<PAGE>

      respect thereto. CustomQuest acknowledges that Azonic may make changes and
      improvements to the Product, Product Technological Information and Product
      Intellectual  Property and that Azonic shall retain all right,  title, and
      interest therein, without compensation to CustomQuest.

            (d) Intellectual Property Development and Maintenance.  Azonic shall
      develop and maintain the Product Intellectual  Property (as defined below)
      as provided in this Agreement.

            (e)  Referrals.  Azonic  shall refer all Product  sales  production,
      parts and distribution inquiries to CustomQuest, except as follows:

                  (i) Azonic shall have the right to purchase units of the
            Product from CustomQuest for sale per the terms set forth in Exhibit
            A, payable at net 30 upon demonstration of commercial credit
            worthiness of the order.

            (f) Cooperation.  Azonic and CustomQuest shall communicate with each
      other  regarding  sales  leads and  contacts  to  prevent  duplication  of
      efforts.

            (g)  Compliance.  Azonic shall maintain the FCC License,  insure the
      compliance of the Product  Technical  Information with the FCC License and
      shall otherwise  comply with all applicable  laws,  licenses and contracts
      with third parties related to its performance under this Agreement.

      4.  Duties  of  CustomQuest.  CustomQuest  shall  perform  or  cause to be
performed through its Affiliates each of the following duties during the term of
this Agreement:

            (a)  Manufacturing,  Packaging and  Distribution.  CustomQuest shall
      arrange,   contract  for  and  direct  the   manufacture,   packaging  and
      distribution  of all Product  units sold  pursuant to this  Agreement.  In
      anticipation  of  substantial  orders of the  Product,  CustomQuest  shall
      engage multiple  manufacturers or create sufficient internal manufacturing
      capabilities in order to fulfill orders for Product. Azonic shall have the
      right  to  approve  the   manufacturer(s)   of  the  Product  selected  by
      CustomQuest. Such approval shall not be unreasonably withheld. CustomQuest
      agrees to pay all travel related expenses for a  representative  of Azonic
      to  accompany  CustomQuest  on its  facility  inspection  at the  time the
      manufacturer has been selected, and again to inspect the first order prior
      to shipment. Azonic shall have the right to demand an accounting and proof
      of payment to insure that the selected and  approved  manufacturer(s)  has
      been properly compensated by CustomQuest or otherwise.

            (b)  Upgrades.   CustomQuest   shall  implement   Product,   Product
      Technological  Information and Product Intellectual  Property developments
      as soon as commercially reasonable when and as they are made by Azonic.

            (c) Marketing and Promotion. CustomQuest shall arrange, contract for
      and direct the marketing,  advertising, sales and promotion of the Product
      in the CustomQuest Market pursuant to this Agreement.


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<PAGE>

            (d) Tech Support. CustomQuest shall arrange, contract for and direct
      any technical  support for end-users of the Product to the extent required
      under the terms of any order for the Product or  otherwise  in  accordance
      with the minimum  requirements  established by CustomQuest and approved by
      Azonic.  CustomQuest  shall  use its  best  efforts  to  respond  to sales
      inquiries  within  twenty-four  (24) hours and work with the sales team of
      Azonic and the potential customers with which they have worked.

            (e) Use of Marks.  CustomQuest shall ensure that all advertising and
      promotional  materials,  signs,  decorations  and other items  bearing the
      Azonic  Marks  are done  using  the  form,  color,  location,  and  manner
      prescribed by Azonic and in accordance  with this  Agreement.  Azonic will
      require  pre-approval,  in writing,  all uses of its Mark, and any and all
      Advertising,  Promotional Materials,  and marketing materials that include
      or reference the Product.

            (f)  Compliance.  CustomQuest  shall comply with all applicable laws
      and contracts  with third parties  related to its  performance  under this
      Agreement.

      5. Product Intellectual Property.

            (a) Azonic  grants  CustomQuest  a  non-exclusive,  non-transferable
      license to use the Analog Product Intellectual Property in connection with
      this Agreement.

            (b) Azonic  represents that it has the right,  title and interest to
      the  Product  Intellectual  Property,  and may  license  others to use the
      Product Intellectual Property.

            (c) Azonic shall maintain the Product  Intellectual  Property rights
      and shall file all necessary patent applications,  registrations and other
      documents  and  shall  take  all  other  commercially  reasonable  actions
      necessary  to preserve and protect the Product  Intellectual  Property and
      permit its use in the manner contemplated by this Agreement.

            (d)  CustomQuest  shall only use the Azonic Marks in connection with
      this Agreement and only in the manner  authorized and permitted by Azonic.
      CustomQuest shall execute any documents  reasonably requested by Azonic to
      ensure  protection  for the Azonic  Marks or to maintain  their  continued
      validity and enforceability.  CustomQuest  acknowledges that Azonic is the
      owner of all right, title, and interest in and to the Azonic Marks and the
      goodwill  associated  with and  symbolized by them and that any use of the
      Azonic Marks by CustomQuest does not give CustomQuest any ownership, title
      or interest in or to the Azonic Marks.

            (e) Azonic  reserves the right to substitute  different  proprietary
      marks for use as the Azonic  Marks at  Azonic's  sole  discretion.  Azonic
      shall  bear the costs of  modifying  CustomQuest's  signs and  advertising
      materials,  if required by Azonic,  to conform to Azonic's new Marks,  but
      shall otherwise have no obligation or liability to CustomQuest as a result
      of such substitution.


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<PAGE>

            (f) In the event Azonic sells or otherwise  transfers the Product or
      the Product Intellectual Property, such transfer shall not occur until and
      unless Azonic  assures that the purchaser or transferee  shall be bound by
      the terms of this Agreement.

            (g) Payments to Azonic.  CustomQuest  shall pay Azonic a royalty fee
      with  respect to sales of the  Analog  Product of $1.00 US Funds per phone
      sold  (calculated  and paid in  accordance  with this Section the "Royalty
      Fee").  Payment of the  Royalty  Fee will be no later than the 25th of the
      following month in which such Royalty Fee is earned.

            (h)  CustomQuest  shall pay Azonic a royalty fee of $.01 to $.03 per
      minute of airtime on Analog Products sold by CustomQuest.  Airtime royalty
      fee will  also be paid no later  than the 25th of the  following  month in
      which such fee is earned.  The  royalty  value will be  determined  when a
      separate deal with CanQuest has been completed.

            (i)  Option.  CustomQuest  shall  have the  option to  acquire up to
      1,000,000  shares of Azonic  common stock at a price of $0.10 per share on
      or before March 15, 2005

      6.  Digital  Products.  Azonic and  CustomQuest  agree to jointly  develop
Digital  Technology  Products  with  development  costs  equally  shared by both
parties. A separate  reciprocal Royalty Agreement between Azonic and CustomQuest
shall be drawn up along similar lines to the royalties  agreed to in this Analog
Agreement

      7. Reports and Records.

            (a) General.  CustomQuest  shall  maintain all financial  records in
      accordance with generally  accepted  accounting  principles,  consistently
      applied  ("GAAP").  CustomQuest  shall  prepare  on a current  basis,  and
      preserve  for not less than three years,  complete  and  accurate  records
      concerning  Gross  Sales  and  Net  Sales  and all  financial,  operating,
      marketing  and  other  aspects  of  the  business   conducted  under  this
      Agreement.  CustomQuest shall maintain an accounting system that fully and
      accurately reflects all aspects of such business.

            (b) Audit Rights. Azonic or its authorized agents may inspect and/or
      audit,  during  business  hours and upon not less than  (thirty)  30 days'
      notice,  any or all of the  records  CustomQuest  is  required to maintain
      pursuant to the terms of this  Agreement.  In the event the  inspection or
      audit discloses that the Royalty Fee has been understated for such audited
      period,  CustomQuest  shall  immediately pay to Azonic the amount by which
      the payments due Azonic have been understated.  Further,  if the amount by
      which such payments have been understated  exceeds two percent (2%) of the
      full amount due for the period (such period not to exceed one year), or if
      the audit is required because  CustomQuest has not strictly  complied with
      the provisions of this Section,  CustomQuest shall pay Azonic, in addition
      to all  amounts  due,  the  reasonable  cost of the audit and  inspection.
      Azonic may require that the  documents  which  CustomQuest  is required to
      prepare  and  deliver to Azonic be  examined  and  reported  on (in a form
      satisfactory  to Azonic) by an  independent  Certified  Public  Accountant
      approved by Azonic.


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<PAGE>

      8. Insurance.

            (a)  Insurance  Coverage.  Each  party  shall  maintain,  at its own
      expense,  insurance with a reputable  carrier of amounts and type that are
      commercially reasonable for businesses of the type of the party, including
      the following:

                  (i)  Property  and  casualty  insurance,   including  business
            interruption coverage.

                  (ii) Comprehensive general liability and automobile insurance,
            with limits of not less than  $1,000,000  combined for bodily injury
            or death and property  damage with  umbrella  liability  coverage of
            $2,000,000   naming  the  other  party,  its  affiliates  and  their
            respective officers, directors and employees as additional insureds.

                  (iii)  Workers  Compensation  or similar  insurance in amounts
            required by law.

                  (iv) Product liability insurance, with limits of not less than
            $1,000,000  combined for bodily injury or death and property  damage
            with  umbrella  liability  coverage of  $2,000,000  naming the other
            party, its affiliates and their respective  officers,  directors and
            employees as additional insureds.

            (b) Insurance Certificates.  Contemporaneously with the execution of
      this Agreement, annually during the term of this Agreement and at any time
      when any change in the coverage  required  hereby is made by any party, as
      to those  insurance  policies  where  the  other  party  is an  additional
      insured,  each party shall  furnish the other with  certificates  from its
      carriers naming the other party, its officers,  directors and employees as
      additional  insureds and evidencing that the insurance  required hereby is
      in full force and effect.  Such  certificate  shall also  provide  that no
      policy required  hereunder may be canceled or otherwise  terminated by the
      carrier except upon thirty (30) days' prior written notice to other party.

            (c) Failure to  Maintain:  Right of  Inquiry.  If any party does not
      obtain and  maintain the  insurance  required by this  Section,  the other
      party may procure  such  insurance  on the party's  behalf,  and the party
      failing to obtain and maintain its own insurance shall, on demand, pay all
      cost or expense associated therewith. Each party or its insurer shall have
      the  complete  right to  discuss  with the other  party's  carrier  or any
      claimant any and all claims  pertaining  to the  policies  under which the
      party is an additional insured.

      9.  Representations and Warranties.  Each party represents and warrants to
the other as follows:

            (a)  Organization  and  Authority.  It is a duly formed legal entity
      that is  validly  existing  and in good  standing  under  the  laws of its
      jurisdiction  of  organization  and has the entity power and  authority to
      enter into this  Agreement  and perform  its  obligations


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<PAGE>

      hereunder.   Its  execution  and  delivery  of  this   Agreement  and  the
      performance of its obligations  hereunder have been duly authorized by all
      necessary  entity  action.   Its  execution  of  this  Agreement  and  the
      performance of its  obligations  hereunder do not conflict with or cause a
      default under its organizational documents or any agreement or court order
      to which it is a party or by which it or any of its  assets  may be bound.
      This  Agreement is a binding  legal  obligation,  enforceable  against the
      party in accordance  with its terms except as may be limited by principles
      of equity or applicable law.

            (b)  Governing  Documents.  It has  delivered  correct and  complete
      copies of its  organizational  documents and any amendments thereto to the
      other party.  It has taken such measures as are necessary to implement the
      provisions of this Agreement.

      10.  Confidentiality.  During the term of this  Agreement and for five (5)
years thereafter,  neither party shall  communicate,  divulge or use for its own
benefit or for the  benefit of any other  Person any  confidential  information,
trade secrets,  techniques,  financial  information and know-how  ("Confidential
Information")  of the other party (the  "Disclosing  Party") that is received by
the party (the "Receiving Party") in connection with this Agreement,  subject to
the following:

            (a)  The  Receiving   Party  may  divulge  the  Disclosing   Party's
      Confidential  Information  only to the  extent  that  such  disclosure  is
      required by the Receiving  Party's  employees,  agents,  professionals and
      representatives   (collectively,   "Representatives")   to   perform   its
      obligations  under this  Agreement.  The Receiving Party shall require its
      Representatives  to execute a  Confidentiality  Agreement in a form agreed
      upon  by  the  parties  prior  to  the  disclosure  of  any   Confidential
      Information.

            (b) The foregoing  restrictions  shall not apply to information that
      is in the  public  domain  through  no  breach of  Receiving  Party of its
      confidentiality   obligations,   or  is  known  to  the  Receiving   Party
      independent of communications from the Disclosing Party.

            (c)  The  Receiving  Party  may  disclose  the  Disclosing   Party's
      Confidential  Information to the extent  required to do so by law, so long
      as the Receiving Party notifies the Disclosing Party as soon as reasonably
      practicable  after  receiving  any  subpoena  or  similar  demand  seeking
      disclosure of the  Confidential  Information and cooperates in any efforts
      that the Disclosing Party makes, at the Disclosing Party's cost, to obtain
      a  protective  order or other  relief with  respect to  disclosure  of the
      Confidential Information.

Any failure to comply with this Section  would result in  irreparable  injury to
Disclosing  Party  for  which  no  adequate  remedy  at law  may  be  available.
Therefore,  the  Disclosing  Party shall be  entitled,  in addition to any other
remedies  which it may have  hereunder at law or in equity,  to obtain  specific
performance  of or an injunction  against the violation of the  requirements  of
this Section,  without the necessity of showing actual or threatened  damage and
without being required to furnish a bond or other security.

      11.  Assignments.  The rights and duties set forth in this  Agreement  are
personal to the parties and have been entered into in reliance upon the business
skill, financial capacity and


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<PAGE>

technological  skills of the  parties.  Accordingly,  except as provided in this
Agreement,  no party may sell,  assign,  transfer,  convey,  give away,  pledge,
mortgage or otherwise encumber any direct or indirect interest of this Agreement
without the prior written consent of the other party.

      12. Termination.

            (a) A party may terminate  this  Agreement  upon the occurrence of a
      "Material  Breach" of the other party. A party shall be in Material Breach
      of this Agreement if:

                  (i) The party defaults in the  performance of any provision of
            this  Agreement  and fails to cure such default  within  thirty (30)
            days after receipt of written notice thereof;

                  (ii) The party terminates this Agreement without cause;

                  (iii) The party  defaults  (as set forth  above) more than two
            (2) times in any twelve  (12) month  period,  regardless  of whether
            there has been a cure;

The party  discloses  Confidential  Information  contrary to the limitations set
forth in Section 13 of this Agreement;

            (b) Effect of Termination. Upon termination:

                  (i)  CustomQuest  agrees to pay to  Azonic  or its  Affiliates
            within ten (10) days after the effective  date of  termination  such
            Royalty Fees that are then unpaid, and cease to manufacture, market,
            sell and distribute as defined in the Agreement.

                  (ii)  Each  party  will  cease  using  any  Confidential
            Information of the other and will, upon demand,  promptly return all
            of such Confidential Information to the other party.

                  (iii) All obligations of Azonic and CustomQuest that expressly
            or by their nature  survive the  expiration or  termination  of this
            Agreement shall continue in full force and effect  subsequent to and
            notwithstanding  its  expiration or  termination  and until they are
            satisfied in full or by their nature expire.

      13. Notices. All notices,  elections,  offers,  acceptances,  consents and
other communications permitted or required to be made under this Agreement shall
be in writing and shall be hand  delivered or sent by express  courier  service,
cost prepaid, or by facsimile to the following addresses:


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      (a)      If to Azonic:             13980 Jane Street
                                         King City, Ontario L7B 1A3
                                         Attention: John G. Simmonds, CEO
                                         Fax:  (905) 833-6942
                                         Telephone:  (905) 833-3838 x223

               with a copy to:           Wuersch & Gering LLP
                                         Attention:  Travis Gering
                                         Fax:  212-509-9559
                                         Telephone:  212-509-5050

      (b)      If to CustomQuest:
                                         5389 East Provident Drive
                                         Cincinnati, Ohio 45246
                                         Attention: Richard Kantor
                                         Fax: (513) 346-2250
                                         Tel: (513) 346-2253

or to such other Person(s),  telex or facsimile  number(s) or address(es) as the
party to receive any such communication or notice may have designated by written
notice to the other party.  Any notice delivered by a facsimile or similar means
shall be confirmed by a hard copy delivered as soon as  practicable  thereafter.
The  effective  date of any  notice  shall  be (i) the  date of the  addressee's
receipt,  if delivered by hand or express  courier on a business day or, if not,
the date of the first business day after receipt; or (ii) the date of receipt if
received  by 5:00  p.m.  local  time on a  business  day or,  if not,  the first
business day after receipt, if sent by facsimile.

      14.  Relationship  of the  Parties.  This  Agreement  does  not  create  a
fiduciary   relationship  between  the  parties.  The  parties  are  independent
contractors,  and nothing in this  Agreement  is intended to  constitute  either
party as an agent, legal representative,  subsidiary,  joint venturer,  partner,
employee,  employer, joint employer,  enterprise or servant of the other for any
purpose  whatsoever.  Neither  party  has the  authority  to make any  contract,
agreement,  warranty,  or  representation on the other's behalf, or to incur any
debt or other obligation in the other's name. No party shall be deemed liable by
reason of any act or  omission  of the other  party in the  conduct of the other
party's  business  pursuant  to this  Agreement,  or for any  claim or  judgment
arising therefrom.

      15. Affiliates. Each party may perform its obligations through one or more
Affiliates.  Each party shall cause its  Affiliates  to comply with the terms of
this Agreement.  An Affiliate of a party shall be considered that parties' agent
for purposes of enforcing any provision of this Agreement.


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<PAGE>

      16. Indemnification.

            (a) Matters Indemnified.  Each party (as the context may require the
      "indemnifying party") agrees that it shall indemnify and hold harmless the
      other and the other's managers,  members, directors,  officers,  employees
      and agents  (each an  "indemnified  party")  from and  against any and all
      damages,   losses,   expenses,    costs,   obligations   and   liabilities
      (collectively,  "Loss and Expense"),  suffered, directly or indirectly, by
      the  indemnified  party by reason of, or arising  out of or in  connection
      with:

                  (i) any claim by any third party relating to the  indemnifying
            party's  acts or failure to act in  connection  with any duty of the
            indemnifying party under this Agreement.

            (b) Insurance.  If any event occurs that would otherwise  entitle an
      indemnified party to assert a claim for indemnification hereunder, no Loss
      and Expense  shall be deemed to have been  sustained  by such party to the
      extent of any proceeds received by such party from any insurance  policies
      with respect thereto.

            (c) Notice of Loss and Expense.  If an  indemnified  party  believes
      that it has suffered or incurred any Loss and Expense, it shall notify the
      indemnifying  party promptly in writing  describing  such Loss and Expense
      with reasonable particularity and containing a reference to the provisions
      of this  Agreement  in respect of which such Loss and  Expense  shall have
      occurred.   Without  limiting  the  scope  or  application  of  the  other
      paragraphs of this Section, the indemnifying party shall have the right to
      eliminate or mitigate its  indemnification  obligation by effecting a cure
      of any breach of this  Agreement  (if  susceptible  of cure) within thirty
      (30) days  after any such  notice,  provided,  that the  proposed  cure is
      reasonably acceptable to the indemnified party.

            (d) Third  Party  Claims.  If any legal  action  is  instituted,  or
      threatened  in  writing,  by a  third  party  with  respect  to  which  an
      indemnified  party  intends to claim any  liability or expense as Loss and
      Expense under this Section,  such indemnified  party shall promptly notify
      the  indemnifying  party of such legal action or written  threat,  but the
      failure  to so  notify  the  indemnifying  party  shall not  relieve  such
      indemnifying  party of its obligations  under this Section,  except to the
      extent such failure to notify prejudices such indemnifying party's ability
      to defend  against such legal action or materially  adversely  affects the
      indemnifying  party's rights to eliminate or mitigate under  paragraphs(c)
      and (e) of this Section.

                  (i) The indemnifying party shall have the right to conduct and
            control, through counsel of its own choosing,  reasonably acceptable
            to the  indemnified  party,  any  third-party  legal action or other
            claim, but the indemnified  party may, at its election,  participate
            in the defense thereof at its sole cost and expense. However, if the
            indemnifying  party fails to timely  defend any such legal action or
            other claim, then the indemnified party may defend,  through counsel
            of its own  choosing,  such legal action or other claim,  and settle
            such legal  action or other  claim and to recover the amount of such
            settlement or of any judgment and the reasonable  costs and expenses
            of such defense.


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<PAGE>

            (ii)  The indemnifying party shall not compromise or settle any such
                  legal action or other claim without the prior written  consent
                  of  the  indemnified   party,   which  consent  shall  not  be
                  unreasonably withheld,  delayed,  conditioned or denied if the
                  terms and conditions of such compromise or settlement proposed
                  by the  indemnifying  party and  agreed to in  writing  by the
                  claimant in such legal action or other claim (the  "Settlement
                  Proposal") (A) include a full release of the indemnified party
                  from the legal  action or other  claim that is the  subject of
                  the  Settlement  Proposal,  and (B) do not include any term or
                  condition  that  would  restrict  in any  material  manner the
                  operation of the indemnified party's business.

      17. Miscellaneous.

            (a) No Waiver.  Neither  failure of any party to exercise  any power
      reserved to it by this Agreement or to insist upon strict  compliance with
      any  obligation  or  condition  hereunder,  nor custom or  practice of the
      parties at variance  with the terms hereof,  shall  constitute a waiver or
      estoppel of the party's right to demand exact  compliance  with any of the
      terms herein.  Waiver of any particular default shall not affect or impair
      any party's  rights with  respect to any  subsequent  default of the same,
      similar or different nature.

            (b) Severability.  If for any reason,  any portion,  section,  part,
      term or  provision  is  determined  to be invalid and  contrary  to, or in
      conflict  with,  any  existing or future law or  regulation  by a court or
      agency having valid  jurisdiction,  such  invalidity  shall not impair the
      operation of or have any other effect upon such other portions,  sections,
      parts, terms and provisions of this Agreement as may remain  intelligible,
      and the latter  will  continue  to be given full force and effect and bind
      the parties hereto; and said invalid portions,  sections,  parts, terms or
      provisions shall be deemed not to be a part of this Agreement.

            (c)  References.  All captions in this Agreement are intended solely
      for the convenience of the parties, and none shall be deemed to affect the
      meaning or construction of any provision hereof.  All references herein to
      the  masculine,  neuter,  or singular  shall be  construed  to include the
      masculine, feminine, neuter, or plural, where applicable.  "Including" and
      "includes" are used as words of illustration and not of limitation.

      18. Entire Agreement.  This Agreement,  the documents  referred to herein,
and the Exhibits  hereto  constitute  the entire,  full and  complete  agreement
between the parties concerning the subject matter hereof and shall supersede all
prior agreements. No amendment,  change or variance from this Agreement shall be
binding on either party unless mutually agreed to by the parties and executed in
writing.  This  Agreement  may be  executed in several  parts,  and each copy so
executed  shall be  deemed an  original.  THERE ARE NO  WARRANTIES,  EXPRESS  OR
IMPLIED,  BETWEEN  THE  PARTIES  OTHER  THAN THOSE  EXPRESSLY  SET FORTH IN THIS
AGREEMENT.

      19.  Applicable  Law.  This  Agreement  shall be governed and construed in
accordance  with the laws of the State of Ohio without regard to its conflict of
law provisions.  The parties agree that any legal or equitable claims, debts, or
obligations  arising  from any term of this


                                       11
<PAGE>

Agreement  shall be brought in the Sixth  Judicial  Circuit in and for  Hamilton
County,  Ohio, and in no other court.  The parties  further agree that the Sixth
Judicial Circuit Court shall have personal  jurisdiction  over the parties,  and
that venue shall be appropriate in such Court.

      20. Time is of the Essence. The parties recognize that time is of the
essence for the execution of this Agreement. Unless this Agreement is executed
by both parties no later than __________Daylight Time on________, then this
Agreement shall be void and of no force and effectIN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their duly authorized
representatives as of the day and year first above written.

                                     CUSTOMQUEST, Inc.


                                     By: /s/Richard Kantor, Pres.
                                        ---------------------------------
                                         Richard Kantor, President


                                     AZONIC CORP.


                                     By: /s/John G. Simmonds
                                        ---------------------------------
                                         John G. Simmonds, President


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<PAGE>

                                    EXHIBIT A

                   PRODUCT PRICING POLICIES FOR AZONIC MARKET

1.    Product Cost.  Azonic will be allowed to purchase Product from CustomQuest
      for direct sale to its approved customer accounts sold under terms of this
      Agreement.  Price  paid by  Azonic  will be the  lower  of 1) the  maximum
      wholesale price listed in this Exhibit, or 2) the lowest wholesale selling
      price  "most   favorable   price"  for  Product  (listed  below)  sold  by
      CustomQuest to its other customers,  subject to verification through audit
      under terms set forth in this Agreement. The price paid by Azonic for each
      unit of Product  includes  all  standard  components,  three (3)  Duracell
      CopperTop  batteries  and  a  User  Guide,  packaged  in  standard  retail
      packaging mutually agreed upon by the parties. Selling price also includes
      the cost to ship to Azonic'  main  distribution  facilities.  The  maximum
      handset wholesale selling price set forth in this Agreement is:

         Handsets:

         911+ Emergency Cell Phone  (AMPS-Rev1)      TBD
         Cyclone Recyclable Cell Phone (AMPS-Rev1)   TBD

         Cyclone Refresh Cards:

         TBD

2.    Purchase  Quantities  and  Requirements.  Orders for handsets  shall be in
      quantities  as set forth in standard  retail  Master  Packs.  Master Packs
      currently consist of six (6) handsets.  The number of handsets in a Master
      Pack may be changed by agreement of the parties.  There will be no maximum
      quantity constraints,  or other limitation to the quantity of Product that
      may be purchased by Azonic from CustomQuest at the price set forth in this
      Exhibit.

NOTE: This Agreement covers selling price on the current Rev 1 design.  Once the
Rev 2 design is  completed,  CustomQuest  and Azonic will agree on selling price
for the Rev 2 design handset  models at that time.  Price listed is exclusive of
handset royalty payments due under terms of the Agreement.


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