RELEASE AGREEMENT


This will confirm as of December  24th,  2001,  Talk Visual  Corporation  hereby
releases Yak Communications  (USA), Inc., and Yak Communications  (Canada) Inc.,
From all  financial  obligations  and stock  options and  warrants and any other
promises,  whether  in  writing  or  verbally  agreed  to,  in all past  written
agreements and negotiations to date.

And vice versa Yak Communications (USA), Inc., Yak Communications (Canada) Inc.,
Hereby releases Talk Visual Corporation from all financial obligations and stock
options  and  warrants  and any other  promises,  whether in writing of verbally
agreed to, in all past written agreements and negotiations to date.

The only  remaining  relationship  between the two companies in that Talk Visual
Corporation is the holder of 405,516 shares of Yak  Communications  (USA), Inc.,
which as of June 30th , 2001 represented 10% of the outstanding common shares of
Yak Communications Inc.

There are no  outstanding  matters or claims or liabilities  whatsoever  between
Talk Visual and Yak Communications (Canada), Inc.

Signed and dated here in Miami, USA, December 24th, 2001.



By: /s/ Eugene Rosov
--------------------
        Eugene Rosov
        Talk Visual Corporation


By: /s/ Clint Snyder
--------------------
        Clint Snyder
        Talk Visual Corporation


By: /s/ Charles Zwebner
-----------------------
        Charles Zwebner
        Yak Communications (USA), Inc



By: /s/ Charles Zwebner
-----------------------
        Charles Zwebner
        Yak Communications (Canada), Inc

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                                    AGREEMENT

This agreement is made on this 30th Day of June, by and between:

Yak Communications (USA) Inc., 55 Towne Centre Court #610, Toronto,  Canada, M1P
4X4 (hereafter referred as "YAK"),

And:

Talk Visual Corporation, of 3550 Biscayne Boulevard, Miami, Fl 33137, (hereafter
referred as "TVCP").

Whereas,  YAK is in the  business  of Dial Around  Telecommunications,  and does
business in Canada and is proposing to commence operations on September 1, 2001,
in the USA as well,

And Whereas, TVCP is in the business of Video-conferencing  and Video-Calling as
well as telecommunications, mainly based in the USA,

And  Whereas,  TVCP is a  publicly  traded  company  listed  on the NASD OTC BB,
trading under the symbol of TVCP,

And Whereas,  both parties have agreed that an  acquisition of YAK in part or in
whole and joining their mutual  businesses  facilities  and  interests  would be
beneficial to all concerned,

Now  therefore  it is agreed  between the  parties  that they wish to proceed to
conclude and agreement to purchase,  with amendments to the Letter of commitment
of July 2nd, 2000, as hereinafter provided.

Reference is hereby made to a "Letter of  Commitment  dated July 2, 2000, to YAK
Communications  (USA),  Inc.  for Talk  Visual  Corporation  to  purchase  up to
2,060,400  shares of the YAK common stock at an exchange  ratio of 4 Talk Visual
shares to 1 YAK share, for a total commitment of 8,241,600" Talk Visual shares.

1. It is  confirmed  that as of today the 30th June  2001,  there are  3,852,000
issued and outstanding  shares of YAK, and that the above  referenced  2,060,400
shares represents 53.5%(percent) of YAK shares issued and outstanding.

2. It is acknowledged  that during the period July 2nd 2000 to the current date,
TVCP advanced certain funds to YAK, which has been recorded as a debt owing from
YAK to TVCP.  It is agreed  that these  funds  amount to a net of  approximately
$400,000 US dollars.

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<PAGE>


3. YAK hereby  confirms  that the monthly  revenues and margins  have  increased
substantially  since July 2000,  and that the summary of the past year's monthly
sales totals as  represented in Appendix 1, attached to this agreement is a true
and factual representation of the company's performance.

4. It is agreed that TVCP will convert the  outstanding  equity  position in YAK
that shall be equal to 5% percent of the issued and outstanding amount of common
shares of YAK, the valuation of YAK being placed al $8,000,000  US. These shares
will be common voting and  participating  shares  issued from treasury  equaling
203,000.  This  clause 4 will occur  regardless  of the  execution  of all other
clauses in this  agreement,  and be subject to adjustments in issuable stock per
Special Conditions as related in para 14 below.

5. It is further  agreed that TVCP shall  deliver to YAK, on or after  September
1st,  2001,  (see special  conditions in para 14 below) the 8,241,600  shares as
referenced  above.  These shares  shall  represent a further  acquisition  of 5%
percentage  of the  issued  and  outstanding  shares  of YAK  being  equal to an
additional  225,000 common voting and  participating  shares of YAK being issued
from  Treasury.  Total  shares of YAK shall now be  4,280,000  with TVCP  owning
428,000  (10%).  These shares shall be in the name of YAK  communications  (USA)
Inc, and pending legal opinion, shall be issued as free trading stock.

6. The share holders of YAK, and guaranteed by the  controlling  shareholders of
YAK,  hereby  grants to TVCP an  irrevocable  and  exclusive  option  (hereafter
referred to as "Exclusive Option") to further purchase 1,926,000 shares of their
holdings  in YAK,  being 45%  percent of shares in YAK, to a total of 55% of the
total issued and  outstanding  shares in YAK,  exercisable  in whole only at any
time  during the  period.  This  "Exclusive  Option"  shall be for a period of 6
months, and shall expire on December 22nd, 2001.


7. The "Exclusive Option" price shall be for US$ 1.97 per YAK share, (subject to
adjustment  as referred to in para 14) and can only be executed by the  delivery
of cash  payment in the form of a certified  check or wire  transfer for a total
amount of 3,794,000.  On or before the payment of these funds,  and the transfer
of shares, as revised Shareholders Agreement,  Employment Agreement with Charles
Zwebner,  Stock Option  Agreement  for Charles  Zwebner,  and an Exchange  Offer
Agreement between tendering shareholders and TVCP, plus all supporting corporate
documentation  to effect the purchase will be signed between the parties.  It is
the intention of the parties to work in good faith to finalize these agreements.
YAK and TVCP shall bear the costs of preparing this documentation 50/50.

8. This  option is an Offer to Purchase  from ALL  shareholders  paripassu,  and
pro-rata.  TVCP will not offer, or attempt to offer, to purchase any shares from
individual  shareholders  of YAK on an  individual  basis to try to bring  their
holdings  upwards of 10%,  which  would be a  violation  of current  shareholder
agreements.

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<PAGE>


9. Upon the exercise of Exclusive  Option,  a final closing of this  transaction
shall take place on or before  December  29th 2001,  by which time all funds and
shares have been transferred. Time being of the essence.

10. Alternatively,   TVCP may offer to account for payments and  settlements for
the above amount in the form of additional stock in TVCP, such settlements to be
made in part or in whole and the  number of shares  shall be  calculated  by the
average value based on the previous 5 days closing  trading  prices as posted by
Bloomberg  Financial  Services.  Any offer  made by TVCP at any time  during the
option period,  shall be addressed to all YAK  shareholders,  and shall make the
same offer to them on a pro rata basis. YAK shareholders shall have the right to
accept or reject this offer.

11. YAK agrees, during the Option Period, not to issue any further stock, nor to
cause to dilute the  outstanding  stock of YAK. The baseline of the  outstanding
stock of YAK shall be the amount of issued and  outstanding  shares as  recorded
today the 30th of June 2001.

12. It is  acknowledged  that  TVCP has  issued a proxy  statement  and that the
shareholders  of TVCP  shall vote on July 25th 2001 at the  annual  AGM,  on the
issue of  increasing  the  outstanding  share  capitalization  of TVCP  from 100
million shares to 500 million shares.  TVCP shall issue the shares as referenced
in para 5 as  above,  subject  to the  shareholders  voting  in favor of the new
restructured capitalization, and the shares being available for issuance. In the
event the  shareholders  do not vote to  authorize  the  increase in  Authorized
shares,  TVCP  plans to effect an  immediate  roll  back of the  stock.  In such
scenario,  TVCP shall deliver to YAK the equivalent  amount of shares post slip,
pursuant to the roll back and reverse split of stock.

13. YAK agrees that during the period of June 30th 2001 and December  22nd 2001,
it shall not offer to sell in part or in whole any division or business  segment
of any  asset of YAK nor any  shares  of YAK to any  third  party,  without  the
written consent to TVCP.

14. SPECIAL CONDITION;  The transaction as agreed herein,  shall be subject only
to the receipt of a new  updated  business  valuation,  based in the main on the
valuation by BDO Canada,  as reported on April 30th 2000.  In the event that the
valuation  of YAK is greater  than  $8,000,000  US, The  Option  Price  shall be
adjusted  accordingly.  However, the maximum Option Price payable shall be based
on a $10,000,000  US purchase  value of YAK, that is, a maximum of $2.46 per YAK
share.

15. None of  the  terms of this  agreement  may be waived  except by an  express
agreement in writing  signed by each of the parties  hereto.  This agreement may
not be  modified,  renewed,  extended  or amended,  in whole or in part,  except
pursuant to a writing executed by both parties.

16. This agreement may be signed in counterparts  all of whom will  collectively
constitute one and the same document. If one party signs this agreement and then
transmits an electronic  facsimile of the signature page to the other party, the
party who receives the transmission may rely upon the electronic  facsimile as a
signed original of this agreement.

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<PAGE>

17. Nothing  contained  in this  agreement  will be construed to constitute  the
parties as partners, joint venturers, agents or representatives of one another.

18. Waiver by  either party hereto of any provision of this  agreement  will not
constitute a waiver by such party of subsequent  compliance with the same or any
other provision hereof.

19. This  agreement and any dispute,  controversy of claim which arises under of
relates in any way to this agreement will be governed by, construed and enforced
in accordance with the laws of the State of Florida.

20. The parties  irrevocably  submit to the jurisdiction of the Federal or State
courts located in Miami,  Florida with respect to any legal  proceeding  arising
out of or in any  way  relating  to  this  agreement.  Such  courts  shall  have
exclusive jurisdiction over any such proceeding. Service of process with respect
to any such proceeding may be effected by mail. Except as prohibited by law, the
parties each shall,  and they hereby do,  expressly and irrevocably  waive,  and
irrevocably  agree to execute any and all  stipulations  and/or other  documents
necessary  or  desirable  to waive any and all rights  they may have to trial by
jury in any litigation in connection with which they are adverse  parties.  With
respect to any mater for which a jury trial  cannot be waived,  the parties each
agree to assert no such claim as a counterclaim in, nor move to consolidate such
claim with, any action or proceeding in which a jury trial is waived.

21. In the event any action,  suit or proceeding arising from or related to this
agreement is brought by either party  against the other,  the  prevailing  party
will be  entitled  to  recover  from the other all  attorneys'  fees,  costs and
expenses incurred, including without limitation those.

22. In the event that any provision or part of a provision of this  agreement is
determined to be illegal or unenforceable, the illegality or unenforceability of
such  provision  will not affect the  validity  or  enforceability  of any other
provision or part of a provision of this agreement.

23. No  representations,  express or implied,  are made by either  party  except
those  expressly  set forth in this  agreement.  This  agreement  sets forth the
entire  understanding and agreement  between the parties  concerning its subject
matter, and supersedes all prior or contemporaneous  discussions understandings,
representations,  proposal and agreements  concerning the same including without
limitation that certain agreement dated July 2nd 2000 between the parties.

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<PAGE>

24. All  notices and other  communications  required  or  authorized  under this
agreement  will be given in  writing  either  by  personal  delivery,  facsimile
directly  followed by mail, or courier service  address  indicated below or such
other  addresses as may  hereafter be specified by written  notice  delivered in
accordance with the terms hereof;

If to you:     YAK Communications, Inc.
               55 Towne Center Court #610
               Toronto, Canada, M1P 4X4
               Attention-Charles Zwebner

If to us:      Talk Visual Corporation
               3550 Biscayne Blvd. #706
               Miami, FL USA 33137
               Attention: Gene Rosov


The foregoing  accurately sets forth our  understanding of the agreement between
you and us.

Both parties so signify by signing where provided below.


YAK Communications (USA), Inc.





By: /s/ Charles Zwebner
-----------------------
        Charles Zwebner-President+Director





By: /s/ Anthony Heller
----------------------
        Anthony Heller-Director



Talk Visual Corporation

By: /s/ Gene Rosov                                   By: /s/ Clint Snyder
------------------                                   --------------------
        Gene Rosov-President CEO                             Clint  Snyder-CFO

By: /s/ Michael Zwebner
-----------------------
        Michael Zwebner-Chairman



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