CALLEVERYWHERE MASTER RESELLER AGREEMENT


THIS CALLEVERYWHERE MASTER RESELLER AGREEMENT ("Agreement") is made 2/28/2005,
the ("Effective Date") by and between Belkin Logistics, Inc., a Delaware
corporation with its principal place of business at 501 West Walnut Street,
Compton CA 90220 ("Belkin") and Net Fabric Corporation, a Delaware corporation
with its principal place of business at 67 Federal Road, Building A, Suite 300,
Brookfield, CT ("Buyer").

WHEREAS, Belkin is in the business of selling VoIP Services (hereinafter
"CallEverywhere") for the computer and consumer electronics user to
distributors, and retailers, as well as directly to consumers.

WHEREAS, Belkin desires to market via Master Reseller, and Master Reseller
desires to market Belkin's reseller program to Buyers to offer for sale, the
CallEverywhere service; Master Reseller's buyers will be recruited by Master
Reseller but will have a direct reseller agreement with Belkin and all terms and
conditions will be the sole responsibility of the buyer.

NOW, THEREFORE, in consideration of the mutual promises and other good and
valuable consideration contained herein, the parties hereby agree as follows:


1.   Term and Termination. The initial term of this Agreement shall commence on
     the Effective Date and shall continue for a period of one (1) year. This
     Agreement shall automatically renew for additional successive one-year
     terms unless and until either party shall give ten (10) days prior written
     notice to the other party of its intent to let the Agreement expire at the
     end of its then-current term. For any reason or no reason at all, either
     party may terminate this Agreement for convenience upon thirty (30) days
     prior written notice to the other party. Further, this Agreement may be
     immediately terminated as follows: (a) subject to Title 11, United State
     Code, upon the dissolution or liquidation of the other party, the
     insolvency or bankruptcy of the other party, the institution of any
     proceeding by or against the other party under the provisions of any
     insolvency or bankruptcy law; the appointment of a receiver of all or
     substantially all of the assets or property of the other party, or the
     issuance of an order for an execution on a material portion of the property
     of the other party pursuant to a judgment; or (b) upon a party's material
     default in the performance of any of its obligations hereunder, which
     default is not cured within thirty (30) days after notice is given to the
     defaulting party specifying the default. For the avoidance of doubt,
     Buyer's failure to pay on time shall be considered a material default.


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2.   Revenue Share: Belkin will remit Master Reseller a one-time revenue share
     payment for each CallEverywhere unit activated by a Master Reseller's Buyer
     customer. This revenue share payment shall be equal to the total
     CallEverywhere monthly service fees incurred by such Buyer customer within
     the first 60 days after activation, rounded up to the whole dollar.

o    Belkin will remit all revenue share payments within thirty (30) days after
     the end of the first two (2 months) of service for each CallEverywhere unit
     activated by a Buyer customer during the Term of this Agreement.

In addition to the one-time revenue share payment set forth above, Belkin will
pay to Master Reseller a monthly revenue share payment consisting of 4% of all
CallEverywhere service revenues received by Belkin CallEverywhere subscribers
who have purchased a CallEverywhere unit from Master Reseller's Buyer. Master
Reseller shall only be entitled to such monthly revenue share payments for
Active Master Reseller's Buyer CallEverywhere Subscribers. For the avoidance of
doubt, an Active Buyer CallEverywhere Subscriber is defined as an end-user with
a current, active account for the Belkin CallEverywhere VoIP service and has
purchased their CallEverywhere unit from Master Reseller's Buyer.

o    Under no circumstances shall Belkin be liable to Master Reseller for any
     revenue sharing payments relating to accounts, including but not limited to
     Active Master Reseller Buyer CallEverywhere Subscriber accounts, which are
     delinquent or are in default.

o    All revenue sharing payments shall be based solely on fees paid for base
     monthly service plans. No taxes, overage charges, long distance charges or
     other fees shall be used in the calculation of revenue sharing payments.

o    If Master Reseller decides to discontinue marketing Belkin' CallEverywhere
     product, Belkin will continue to pay the 4% monthly revenue share for two
     years or until the customer terminates service.

o    If customer discontinues the CallEverywhere service, Belkin will no longer
     be required to pay the 4% monthly revenue share to Buyer.

o    If Belkin cancels a customer's CallEverywhere service, Belkin will no
     longer be required to pay the 4% monthly revenue share to Master Reseller

3.   Payment Terms. Net 60 days from Buyer's receipt of invoice.

4.   Freight. Prepaid ground freight to all Buyer fulfillment centers, minimum
     order value $50.00.

5.   Defective Product Returns. Belkin will accept requests for returns on all
     defective CallEverywhere units, once a month, on or before the 15th day of
     each month.


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6.   Termination for Breach. Either party may terminate this Agreement at any
     time in the event of a breach by the other party that remains uncured after
     (i) fifteen (15) days following written notice thereof in the event of a
     non-monetary breach, or (ii) five (5) days following written notice thereof
     in the event of a monetary breach. Such termination shall be effective
     immediately and automatically upon the expiration of the applicable notice
     period, without further notice or action by either party

7.   Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO
     ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
     DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR NEGLIGENCE, SUCH AS, BUT NOT
     LIMITED TO, DAMAGES RESULTING FROM EQUIPMENT DOWNTIME OR LOSS OF DATA, LOST
     PROFITS, OR REVENUE OR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF ANY
     CLAIM, WHETHER OR NOT FORESEEABLE AND EVEN IF THE PARTY HAS BEEN ADVISED OF
     THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
     CONTAINED IN THIS AGREEMENT, AND WITHOUT LIMITING ANY OTHER RIGHTS,
     REMEDIES, LIMITATIONS, OR RESTRICTIONS IN THIS AGREEMENT OR UNDER LAW,
     BELKIN WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS
     AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER
     THEORY, AT LAW OR IN EQUITY, FOR ANY AMOUNTS AGGREGATING IN EXCESS OF
     AMOUNTS PAID TO IT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD
     BEFORE THE CAUSE OF ACTION.

8.   Force Majeure. The parties shall be excused for the failures and delays in
     the performance of their respective obligations caused by catastrophes
     beyond their control provided they give prompt written notice to the other
     party of such catastrophe, and provided further that they promptly
     undertake commercially reasonable efforts to remedy such failure or delay.
     In no event shall any delay in payment of monies owed by either party to
     the other party under this Agreement exceed more than thirty (30) days as a
     result of any such catastrophe.

9.   Intellectual Property. Master Reseller acknowledges and agrees that (i)
     Belkin has the exclusive right to use the brands, trademarks, logos,
     taglines, phrases and other intellectual property on, in or associated with
     the Products or literature or materials provided by Belkin (collectively
     "Intellectual Property"), and (ii) Master Reseller shall comply with any
     Intellectual Property usage, Product display and advertising requirements
     and/or restrictions provided by Belkin in writing from time to time, (iii)
     Buyer shall not, during or after this Agreement, develop or use any
     Intellectual Property with similar appearance, content or (if proprietary
     to Belkin) function, (iv) this Agreement is not an intellectual property
     license, and (v) Master Reseller shall discontinue use of the Intellectual
     Property upon termination of this Agreement, except as required for the
     sale of its inventory of Products and in strict conformance with this
     Agreement.


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10.  Assignment. This Agreement and all or any part of Belkin's rights and
     obligations hereunder may be assigned by Belkin at any time to any direct
     or indirect subsidiary of Belkin or any other entity controlled by,
     controlling or under common control with Belkin. Belkin shall cause any
     such affiliate to perform any of Belkin's obligations hereunder which may
     be assigned to such affiliate. Neither this Agreement nor any of the rights
     or obligations hereunder of Buyer may be assigned by Buyer without Belkin's
     prior written consent. This Agreement shall be binding upon and shall inure
     to the benefit of the parties hereto and to their respective successors and
     permitted assigns.

11.  General Provisions. Master Reseller shall not assign its rights or delegate
     its duties hereunder or any interest therein or any rights hereunder
     without the prior written consent of Belkin, and any such assignment,
     without such consent, shall be void. This Agreement is freely assignable by
     Belkin. The validity, performance, and all other matters relating to the
     interpretation and effect of this Agreement shall be governed by the laws
     of the State of California, without giving effect to its conflict of laws
     rules. Master Reseller and Belkin agree that the proper venue for all
     actions arising in connection herewith shall be only in the State of
     California, and the parties agree to submit to such jurisdiction. This
     Agreement constitutes the entire agreement between the parties, and
     supersedes all other communications, negotiations and prior oral or written
     statements regarding the subject matter hereof. No change, modification,
     rescission, discharge, abandonment, or waiver of this Agreement shall be
     binding upon Belkin unless made in writing and signed on its behalf by a
     duly authorized officer of Belkin. No conditions, usage of trade, course of
     dealing or performance, understanding or agreement purporting to modify,
     vary, explain, reject, or supplement these terms and conditions shall be
     binding unless hereafter made in writing and signed by the party to be
     bound, and no modification shall be affected by Belkin's receipt,
     acknowledgment, or acceptance of purchase orders, shipping instruction
     forms, or other documentation containing terms at variance with or in
     addition to those set forth herein. No waiver by either party with respect
     to any breach or default or of any right or remedy and no course of
     dealing, shall be deemed to constitute a continuing waiver or waiver of any
     other breach or default or of any other right or remedy, unless such waiver
     be expressed in writing and signed by the party to be bound. All
     typographical or clerical errors made by Belkin in any quotation,
     acknowledgment or publication are subject to correction.


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     IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the Effective Date.

BELKIN LOGISTICS, INC.                    NetFabric Corporation

By:                                       By:
   ---------------------------------         -----------------------------------

Name:                                     Name:
     -------------------------------           ---------------------------------

Title:                                    Title:
      ------------------------------            --------------------------------

Address: Belkin Logistics, Inc.           Address: NetFabric Corporation
501 West Walnut Street, Compton CA 90220  67 Federal Road, Building A, Suite 300
                                          Brookfield, CT 06804


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