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                                                                   Exhibit 10.12

                        EXCLUSIVE DISTRIBUTION AGREEMENT

     THIS EXCLUSIVE DISTRIBUTION AGREEMENT (the "Agreement") is made and entered
into this 1st day of January, 2004 (the "Effective Date"), by and between:

                           NORTH ELECTRIC COMPANY, INC., a North Carolina
                           corporation duly organized under law and having
                           an usual place of business at 6131 Falls of
                           Neuse Road, Suite 205, Raleigh, NC 27609
                           (hereinafter referred to as "NECI"),

                                       AND

                           International Network Technology Ltd., a Hong
                           Kong corporation duly organized under law and
                           having an usual place of business at 610 Lippo
                           Sun Plaza, 28 Canton Road, Tsimshatsui,
                           (hereinafter referred to as the "DISTRIBUTOR").

                                    RECITALS

     WHEREAS, NECI is in the business of researching, developing, marketing and
selling a suite of network assurance products and supplies (software and
hardware), for the telecommunications industry; and

     WHEREAS, Distributor is a telecommunications company with operations and
facilities throughout the Pacific Rim (as hereinafter defined); and

     WHEREAS, Distributor is in the business of selling and marketing products
similar to NECI's products and supplies, and the Distributor wishes to be
appointed as the exclusive distributor of NECI's products and supplies in the
Pacific Rim and NECI is willing to make such appointment in accordance with the
terms of this Agreement.

     NOW, THEREFORE, in consideration of the payments to be made herein and the
mutual covenants and promises herein contained, the receipt and sufficiency of
which is hereby acknowledged, accepted and agreed to, the parties, intending to
be legally bound, hereby agree as follows:

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                              ARTICLE 1: DEFINITION

     As used in this Agreement, the following words shall have the following
meaning:

     (a)    EFFECTIVE DATE:        First date noted above

     (b)    TERM:                  A four (4) year period commencing with the
                                   Effective Date and concluding in December 31,
                                   2007.

     (c)    PRODUCTS               All software and hardware products and
                                   supplies, and accessory and related items as
                                   set forth and identified on Exhibit "A"
                                   annexed hereto and made a part hereof as if
                                   set out verbatim (collectively, the
                                   "Products").

     (d)    PARTY:                 A signatory to this Agreement, and affiliates
                                   owned or controlled by or in common control
                                   with a signatory to this Agreement and the
                                   successors or assignees of any such signatory
                                   of affiliates, wherever located.

     (e)    PERSON:                Any individual, partnership, firm,
                                   corporation, association, government, or any
                                   other organization or entity.

     (f)    TERRITORY:             The Countries of: China PRC, Hong Kong,
                                   Macau, Singapore, Malaysia, Vietnam, Laos,
                                   Cambodia, Thailand, India, South Korea,
                                   Japan, Taiwan, Brunei, Indonesia,
                                   Philippines, PNG, Australia and New Zealand
                                   (collectively, the "Territory" or "Pacific
                                   Rim").

                         ARTICLE 2: DISTRIBUTION RIGHTS

     2.1    APPOINTMENT. Subject to the terms and conditions of this Agreement,
NECI hereby appoints Distributor, and Distributor hereby accepts its
appointment, as NECI's exclusive distributor for the sale of Products in the
Territory. Distributor shall have the right to engage sub-distributor(s) with
regard to distribution of the Products and such sub-distributor(s) shall be
governed by the terms of this Agreement.

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     2.2    NO DIRECT SALES IN THE TERRITORY. During the Term of this Agreement,
NECI will not sell, transfer, or otherwise make available Products for delivery
or use in the Territory, nor shall NECI sell, transfer or otherwise make
available Products to any Person who NECI knows, intends to sell, transfer or
otherwise make available such Products for delivery or use in the Territory.
NECI shall promptly refer to Distributor any and all inquiries NECI receives
from a Person or inquiries relating to a sale or transfer of the Product in or
into the Territory.

                        ARTICLE 3: DUTIES OF DISTRIBUTOR

     3.1    BEST EFFORTS. Distributor shall use its best efforts to develop and
promote markets for, and to sell, the Products in the Territory.

     3.2    NON-COMPETITION; PROMOTIONS; ETC. During the Term of this Agreement,
the Distributor shall at its expense:

            (a)  Advertise and promote the Products in the Territory in a best
                 efforts and appropriate means, including but not limited to,
                 participation in relevant trade fairs, public demonstrations of
                 the Products, prompt and effective responses to trade and
                 customer inquiries and regular visits to customers and,
                 potential customers. If Distributor intends to utilize any of
                 NECI's logos or trademarks, the Distributor shall first provide
                 NECI with a copy of the presentation and obtain NECI's written
                 consent to use such presentation. Distributor (or any of its
                 sub-distributors) shall be solely responsible for its own
                 expenses connected with the promotion and sale of the Products,
                 including but not limited to, wages, salaries, commissions and
                 expenses directly or indirectly related to advertising, trade
                 shows, exhibitions and promotional activities;

            (b)  Maintain a suitable sales and service organization in each
                 country constituting the Pacific Rim with a sufficient number
                 of properly trained personnel to enable Distributor to
                 discharge the duties undertaken by it;

            (c)  Maintain a laboratory for customer demonstrations, training,
                 and for use in reproducing, analyzing, and correcting customer
                 problems which laboratory shall contain at least one of each of
                 the Products as listed on Exhibit A (the delivery, costs and
                 payment of which shall be determined by the parties hereto
                 after good faith negotiations); and

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            (d)  Prepare a marketing plan ("Plan") and to update the same at
                 least yearly. The Plan shall contain, at a minimum,
                 Distributor's best efforts to compile information on
                 competitive products; estimated sales volume; anticipated
                 quantities of the Products to be purchased; governmental
                 registration requirements; and marketing issues. The Plan shall
                 be shared with NECI.

     3.3    TRAINING; USE OF PRODUCTS. In concern with NECI, Distributor shall
at its own expense establish reasonable procedures to assure that its employees,
subdistributors and other agents are properly trained and that Distributor is
satisfying the requirements of this Agreement. The costs of the training center
and allocation of responsibilities shall be determined by the parties hereto
after good faith negotiations.

     3.4    CONFIDENTIALITY. Distributor will take all precautions to protect
confidential information received from NECI and identified by NECI as
confidential ("Confidential Information"). Distributor shall not disclose or
divulge any Confidential Information to any third person, except as required by
a judicial or governmental order. Information in the public domain or prepared
by NECI (or by Distributor with the prior approval of NECI) for the purpose of
distribution to customers or otherwise available, shall not be deemed to be
Confidential Information.

     3.5    PROHIBITED SALES AND CONDUCT. Distributor agrees not to sell, and
agrees to use such efforts as are necessary to ensure that Distributor's
sub-distributors and agents do not sell any of the Products outside of the
Pacific Rim. Further, Distributor agrees to present the Products fairly to
potential customers, not to disparage the Products, any Product trademarks or
NECI in any way and to do all things reasonable to promote the reputation of the
Products and the value of any Product trademarks.

     3.6    NON-COMPETITION AND EXCLUSIVITY. Distributor agrees that during the
Term of this Agreement, it will not sell or distribute any products, supplies,
or accessory items in the Pacific Rim that are in conflict with any of the
Products that it is selling and distributing pursuant to the terms and
conditions of this Agreement, and Distributor shall exclusively sell and
distribute only the Products.

     3.7    NECI AUDIT. At least once every calendar year during the Term, NECI
shall have the right and option (and at its sole loss and expense), upon three
(3) calendar days written notice to Distributor to enter Distributor's premises
and to examine Distributor's written and electronic files and records for the
purposes of conducting an audit of Distributor's activities to ensure compliance
with the terms of this Agreement.

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                            ARTICLE 4: DUTIES OF NECI

     4.1    REQUIREMENTS BY DISTRIBUTOR. NECI shall supply Distributor's
requirements for the Products in the Pacific Rim consistent with Distributor's
forecasts of its expected requirements for the Products, with a maximum
lead-time of two (2) months from the day Distributor places an order. If NECI
believes that it will not be able to satisfy Distributor's requirements for the
Products, it shall promptly notify Distributor, specifying the reasons for the
expected delay and its duration at the time the Product order is placed and/or
one month prior to delivery of Product.

     4.2    MARKETING SUPPORT. NECI shall:

            (a)  Provide Distributor with information on marketing and
                 promotional plans of NECI for the Products as well as copies of
                 marketing, advertising, sales, technical training manuals and
                 available teaching and marketing aides and promotional
                 literature concerning the Products produced by or for NECI;

            (b)  NECI shall provide the training for Distributors and its agents
                 and sales personnel as set forth in Exhibit "B" annexed hereto;

            (c)  NECI shall redirect any enquiries, referrals and information of
                 existing or potential customers from the Pacific Rim to
                 Distributor with out delay upon its knowledge of such;

            (d)  NECI shall back Distributor up in all circumstances on their
                 relationship and the status of Distributor, advocating and
                 certifying in all domains Distributor's status positively;

            (e)  NECI shall maintain the same pricing as promulgated by
                 Distributor in the Pacific Rim whenever enquiries are received;

            (f)  For "Defect on Arrival" (DOA), NECI shall provide immediate
                 replacement;

            (g)  NECI shall arrange site visits to reference sites in U.S.A., as
                 may be requested by Distributor, for the purpose of
                 demonstrating how Products perform in real life situation; and

            (h)  NECI shall recognize Distributor's effort in localizing its
                 marketing materials or others for the purpose of marketing
                 Products in Pacific Rim, through pricing or otherwise.

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     4.3    TECHNICAL SUPPORT. NECI shall:

            (a)  provide full technical support to Distributor, through emails
                 or phone calls, during the Term of this agreement. Scope of
                 support includes diagnosis, analysis and provision of solution
                 to problems encountered. The time of such support shall not be
                 limited to office hours in U.S.A.

            (b)  NECI shall endeavor to resolve all technical problems as
                 encountered by Distributor, in relation to Products. In the
                 event of fundamental design problem, Distributor has the right
                 to demand for containment action.

                        ARTICLE 5: PATENTS AND TRADEMARKS

     5.1    LIMITED GRANT OF LICENSE. NECI hereinafter grants to Distributor the
limited right and license during the Term, to use, in the Pacific Rim, NECI's
trademarks and any trademark registrations, which NECI obtains and designates
for the Products, but only in connection with sales of the Products in the
Pacific Rim. Such trademarks license shall continue in effect only while
Distributor retains its distribution rights in the Pacific Rim. Distributor
agrees not to remove or obscure any Product label affixed by NECI. Upon the
termination of this Agreement for any reason, Distributor shall immediately
discontinue all uses of such corporate names, trademarks or trade names.

     5.2    USAGE. Whatever use Distributor makes of the corporate name, or any
trade names of NECI, if permitted as provided herein, shall be for the exclusive
benefit of NECI and Distributor shall not thereby acquire any rights in, to or
under any such name, trademark or trade name.

                           ARTICLE 6: SALE OF PRODUCTS

     6.1    MINIMUM SALE ESTIMATES FOR PRODUCTS. During the Term of this
Agreement, Distributor shall use its best efforts as set forth in Section 3.2
through 3.6 hereof, to achieve sales and performance estimates to be agreed by
the Parties on or before June 30, 2004 and annexed hereto as Exhibit "C" and
made a part hereof as if set out verbatim ("Sales Levels") and which may be
amended semi-annually thereafter upon the agreement of the Parties. The parties
agree that in reaching the annual Sales Levels they shall negotiate in good
faith with the intention of reaching an agreement and shall consider such
factors as: competition, pricing, Product(s) availability, delivery schedules,
resistance in the marketplace and the like. In the event of such agreement
cannot be reached, NECI shall supply Products to Distributor on a project basis,
with prices and deliveries to be negotiated.

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     6.2    ADJUSTMENT OF SALES ESTIMATES FOR PRODUCTS. For periods subsequent
to the initial year of the Term, Distributor shall prepare and submit to NECI
quarterly forecasts of the Minimum Sales Estimates which it expects to achieve
in the upcoming quarterly period, and said reports shall be submitted not later
than fifteen (15) calendar days prior to the commencement of the applicable
quarterly period.

                           ARTICLE 7: PRICE AND TERMS

     7.1    PRICING. The price for the Products to be charged by NECI to the
Distributor are as set forth on Exhibit "D" annexed hereto and made a part
hereof as if set out verbatim. All prices and changes shall be quoted in United
States Dollars.

     7.2    PAYMENT. NECI will invoice Distributor upon shipment of the Products
purchased by Distributor and payment shall be due within ninety (90) days
following delivery of the Product to Distributor and/or a letter of credit will
be established with terms of payment. All sales of Product shall be FOB Raleigh,
North Carolina. All payments shall be made by Distributor by wire transfer in
United States Dollars in immediately available funds, irrespective of
fluctuations in exchange rates.

     7.3    TAXES, ETC. The Distributor shall be responsible for all taxes,
          shipping, custom duties, freight, insurance and all other charges
          related to the shipping, delivery and sale of the Products by the
          Distributor. Export duties and customs, if any, shall be borne by
          NECI, at the U.S.A end.

                           ARTICLE 8: PRODUCT WARRANTY

     8.1    WARRANTY. NECI warrants that all Products: (a) will conform with all
specifications and descriptions thereof provided by NECI, (b) will be free of
defects in material, workmanship and design, (c) will be of merchantable
quality, suitable for the purposes for which they are intended to be used, (d)
will be compatible with existing equipment of Distributors customers, and (e)
will be compatible to other equipment being linked to Products, providing
Distributor will have the right to exchange or return existing inventory if
Products do not meet requirements (a) to (e).

            Warranty period for all Products delivered with in one year of this
agreement shall be 24 months from delivery or 18 months from installation
whichever shorter. Thereafter, the warranty period shall be 90 days. NECI shall
provide repair and return for any faulty hardware with 2 weeks, and shall
provide debug and solution to any software problem, free of charge during the
warranty period.

            Except as expressly provided above, NECI grants no other warranties
or conditions, express or implied, by statute this Agreement or any
communication by NECI regarding the Product, their fitness for any particular
purpose, their quality, their merchantability or otherwise.

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     8.2    DEFENSE AGAINST CLAIMS. In the event of any action, suit or
proceeding: (a) initiated by one or more of Distributor's customers (which term
includes any and all Persons receiving Products directly or indirectly from
Distributor, whether or not Distributor has been or will be compensated for such
Products received); and (b) naming NECI or Distributor as a party, NECI or
Distributor, at NECI's option, shall undertake principal responsibility for
defense of such action, suit or proceeding. The Parties agree to cooperate fully
in the defense of any such action, suit or proceeding.

     8.3    INSURANCE. No later than the Effective Date, NECI and Distributor
shall each cause the other to be named as an additional insured on their
respective liability insurance policies to the same extent as each would be
covered in its own right for the manufacturer and sale of Products.

                           ARTICLE 9: INDEMNIFICATION

     NECI shall indemnify, defend and hold harmless the Distributor and its
employees, servants, officers, directors, agents from and against all claims or
suits for

            (a)  bodily injury, including death, or property damage arising out
                 of the resale, or use of any Product, except if such injury,
                 damage, cost or expense is caused by the negligence, action or
                 inaction of Distributor or any party other than NECI;

            (b)  damages and loss caused by any fundamental design fault of
                 Products; or

            (c)  damages and loss caused by the legality of Patent or Trademark
                 owned by NECI.

     Distributor shall indemnify, defend and hold harmless NECI and its
employees, servants, officers, directors, agents and representatives from and
against any and all claims or suits for bodily injury, including death or
property damage with respect to any claims or suits arising out of or relating
to Distributor's negligence, breach of this Agreement or any misrepresentations
by Distributor.

                   ARTICLE 10: TERM OF AGREEMENT AND EXTENSION

            TERM. The term of this Agreement shall commence with the Effective
Date and conclude on 31st December, 2007.

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                             ARTICLE 11: TERMINATION

     11.1   DEFAULTS. NECI may, in its sole discretion, elect to terminate this
Agreement if Distributor fails to cure any material breach of the provisions of
this Agreement within thirty (30) days after written notice of such breach.
Without limiting the generality of the foregoing, it shall constitute a material
breach thereof if Distributor fails:

            (a)  to make timely payments for Products delivered to Distributor,
                 and in the event of a late payment during a payment default, to
                 take all steps necessary and appropriate to assure that
                 subsequent payments will be timely;

            (b)  to carry out the Distributor's duties as required hereunder; or

            (c)  to fully and completely comply, during the entire Term, with
                 all of the terms and conditions of Article 12 hereof.

       The Distributor has the same right as for NECI stated herein this clause
if NECI fails (b) and/or (c).

     11.2   INSOLVENCY. Each Party shall have the right, upon written notice, to
terminate this Agreement forthwith if the other Party commits or suffers any act
of bankruptcy, comes under the control of a receiver, becomes insolvent, makes
an assignment for the benefit of creditors of all or part of its assets, or
undergoes liquidation or dissolution.

     11.3   PRODUCT AVAILABILITY. Should North Electric Company be unable to
deliver product(s) designated in this distribution agreement by April 1, 2004,
this agreement shall be null and void.

     11.4   EFFECT OF TERMINATION. Distributor shall terminate all Product
distribution activities in the Pacific Rim immediately upon termination of this
Agreement. NECI will repurchase all inventories on hand at cost to Distributor.
In addition, Distributor shall deliver to NECI all Product materials supplied by
NECI and all Product marketing materials of any kind. The obligations of NECI
and Distributor relating to Confident Information, Remedies and Indemnification
shall survive any termination of this Agreement. Nothing herein shall limit any
remedies, which a party may have for the other's default, except as expressly
provided herein. Neither party shall be liable to the other for any damage in
connection with such party's termination of this Agreement by notice, in
accordance with the Section.

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                    ARTICLE 12: LIMITATIONS OF REPRESENTATION

     12.1   NO JOINT VENTURE. Distributor shall have no authority to represent
NECI as agent, or to bind NECI by any contract, representation, understanding,
act or deed concerning NECI (or any Product). Neither the making of this
Agreement nor the performance of any part of the provisions hereof shall be
construed to constitute Distributor as an agent or representative of NECI for
any purpose. This Agreement shall not be interpreted to establish a joint
venture or partnership.

     12.2   DISTRIBUTOR AS PRINCIPAL. Notwithstanding any term of this
agreement, all sales of Products made by Distributor will be in its own name and
for its own account, it being understood that Distributor is an independent
organization re-selling products which are purchased from NECI.

                               ARTICLE 13: GENERAL

     13.1   GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Delaware. The Parties consent to the
jurisdiction of the courts of the State of Delaware and the jurisdiction of the
Federal District Court in the State of Delaware and to service of process by
registered mail, return receipt requested or in any other manner provided by
law.

     13.2   COUNTERPARTS. For convenience of the Parties, this Agreement may be
executed in one or more counterparts, each of which shall be deemed an original
far all purposes, and all of which taken together shall constitute but one and
the same instrument.

     13.3   NOTICES. All notices, requests, demands, consents, waivers,
approvals and other communications hereunder shall be in writing and shall be
deemed to have been duly given (1) if delivered personally with receipt
acknowledged, (2) if transmitted by electronic mail, telex, telefax, telegraph,
or other like method, or (3) if mailed, postage prepaid, by certified mail,
return receipt requested, addressed as follows:

                 If to NECI;

                        North Electric Company, Inc.
                        6131 Falls of Neuse Road
                        Suite 205
                        Raleigh, NC 26709
                        Facsimile: 919-341-6010
                        Email: dan.ference@northelectriccompany.com

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                 With a copy to:

                        Peter B. Finn, Esq.
                        Rubin and Rudman LLP
                        50 Rowes Wharf
                        Boston, MA 02110
                        Facsimile: (617) 439-9556
                        Email: pfinn@rubinrudman.com

                 If to Distributor:
                        International Network Technology Ltd.
                        610 Lippo Sun Plaza
                        28 Canton Road
                        Tsimshatsui, Hong Kong
                        Facsimile: 852-3113-1002
                        Email: walter@intl-net.com

     or such other addresses as either Party may designate for itself by written
notice given to the other Party from time to time in the manner hereinabove
provided. Except as otherwise expressly provided herein, all communications
hereunder shall be deemed to be given, received and dated on the date when
delivered personally, on the date of receipt of telex or telefax, or on the date
of delivery or refusal (if refused) of certified or registered mail.

     13.4   SEVERABILITY. If any of the provisions of this Agreement are held
invalid or unenforceable and unless the invalidity or unenforceability thereof
does substantial violence to the underlying intent and sense of the remainder of
this Agreement, such invalidity or unenforceability of any other provisions of
this Agreement except those which the invalidated or unenforceable provisions
compromise an integral part of or are otherwise clearly inseparable from. In the
event any provision is held invalid or unenforceable, the Parties hereto shall
use their best efforts to agree upon a valid and enforceable provision which
shall be a reasonable substitute for such invalid or unenforceable provision in
light of the terms of this Agreement and, upon so agreeing, shall incorporate
such substitute provision in this Agreement.

     13.5   INTEGRATION. This Agreement, together with all Exhibits, contains
the entire understanding and agreement of the parties hereto with respect to the
subject matter contained herein, supersedes all prior oral or written
understandings and agreements relating thereto except as expressly otherwise
provided, and may not be altered, modified or waived in whole or in part, except
in writing, signed by duly authorized representatives of the Parties.

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     13.6   ASSIGNMENT. The rights granted to or obligations imposed upon the
Parties under this Agreement shall not be assignable, or otherwise delegable,
transferable, or subject to encumbrance in any manner or degree to or in favor
of any person for any purpose by any act of either Party or by operation of law
or otherwise, without the prior written consent of the other Party. Any attempt
to assign, delegate, transfer or encumber such rights or duties, in the absence
of the other Party's prior written consent, with the exception noted in the
preceding sentence, shall be void and of no force and effect.

     13.7   FORCE MAJEURE. Each of the parties hereto shall be excused from
their performance of its obligations hereunder in the event such performance is
prevented by force majeure, and such excuse shall continue so long as the
condition constituting such force majeure continues plus thirty (30) days after
the termination of such condition. For the purposes of this Agreement, force
majeure is defined to include causes beyond the control of Distributor or NECI,
including, without limitation, acts of God, acts, regulations or laws of any
government, war, terrorism, civil commotion, destruction of production
facilities or materials by fire, earthquake or storm, labor disturbances, or
medical epidemics.

     13.8   MEDIATION. In the event of any dispute or disagreement regarding
this Agreement or any of the terms hereof, the parties shall endeavor to
resolve, within thirty (30) days of receipt of written notice detailing such
dispute or disagreement, all such issues by mediation; and the parties hereby
appoint their respective Presidents to meet, confer and attempt to resolve the
differences. If the parties are, for whatever reason, unable to reach an
agreement, either party shall be entitled to proceed to adjudicate its rights in
an appropriate court.

     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed, under seal, on the day and year first above written.

                                   NORTH ELECTRIC COMPANY, INC.


                                   By:
                                      ------------------------------------
                                                                   (name)
                                                                   (title)

                                      Hereunto Duly Authorized


                                   International Network Technology Ltd.


                                   By: /s/ Walter Yong       Nov. 28, 2003.
                                      -------------------------------------
                                      Walter Yong                  (name)
                                      Chief Operating Officer      (title)
                                      Hereunto Duly Authorized

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                                   EXHIBIT "A"

                              PRODUCTS AND SUPPLIES

                       NECI NETWORK ASSURANCE SYSTEM (NAS)

The NECI Network Assurance System consists of a set of components working
together to provide end-to-end active TDM and VoIP call quality testing. It
tests both connection signaling and call performance, ensuring high quality
voice services as perceived by network users. A number of packaging options are
available consisting of bundled hardware and software or software-only licenses.
Configurations can also support different numbers of interfaces and can also
support multiple NAPs within a single physical device. This agreement is signed
in view of the latest revolutionary developemtn to be released in December 2003.
Components of the NECI NAS include:

NETWORK ASSURANCE SYSTEM - CENTRAL SERVER (NAS-CS)
   Centralized test control, administration, and reporting system for the NECI
   Network Assurance System. The NAS-CS provides the ability to configure the
   NAS components and their interfaces, define test sequences, schedules, source
   and destination test endpoints, and generate and view test reports. The
   NAS-CS is provided in a rack-mount configuration. Options are available for
   120 VAC and -48VDC powering.

NETWORK ACCESS PROBE - SS7 SIGNALING (NAP-S)
   The NAP-S performs scheduling; test, and SS7 call control for the NAP-T. It
   interfaces to the SS7 network and is the Service Switching Point (SSP) for
   the Network Assurance System. It can be provided in a rack-mount
   configuration equipped with from 2 to 4 DS1 interfaces to the SS7 network.
   Options are available for 120 VAC and -48VDC powering.

NETWORK ACCESS PROBE - TIME DIVISION MULTIPLEX (NAP-T)
   The NAP-T performs voice path tests of the network including DTMF send and
   receive and PESQ voice quality measurements. Test call quality is measured
   with the embedded PESQ application using an artificial speech test stimulus
   with the results shown in a Mean Opinion Score (MOS). The NAP-T is connected
   to network TDM interfaces. It can be provided in a rack-mount configuration
   equipped with from 1 to 16 DS1 interfaces. Options are available for 120 VAC
   and -48VDC powering.

NETWORK ACCESS PROBE - DATA (NAP-D)
   The NAP-D performs scheduling, test, and SIP call control for VoIP networks
   via DTMF send and receive and PESQ voice quality measurements. Test call
   quality is measured with the embedded PESQ application using an artificial
   speech test stimulus with the results shown in a Mean Opinion Score (MOS).
   The NAP-D is connected to network IP interfaces. It can be provided in a
   rack-mount

                                                                   Page 13 of 17
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   configuration equipped with from 1 to 4 10/100BT Ethernet interfaces. Options
   are available for 120 VAC and -48VDC powering.

NETWORK ACCESS PROBES - OTHER
   NECI will continue to develop new types of Network Access Probes as part of
   the NECI Network Assurance System to support other test and interface
   capabilities.

SOFTWARE UPGRADE
   NECI plans to evolve the capabilities of NAS by providing new features and
   functions via software upgrades to existing products. These upgrades are
   available for an additional charge.

SOFTWARES SUPPORT
   Each software package in the NAS carries an Annual Software Support Contract
   (ASSC) fee that entitles the customer to software updates for any and all
   service affecting problems found worldwide free of charge. It also entitles
   the customer to any additional maintenance software updates which may be
   released free of charge. In the event of fundamental design problem, updates
   shall be issued free of charge.

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                                   EXHIBIT "B"

                                    TRAINING

NECI FACILITY BASED STANDARD TRAINING
NECI will provide training for up to 3 people free of charge at its headquarters
in Raleigh, North Carolina. The training period is expected to be 5 days in
duration. Travel and living expenses associated with the training will be the
responsibility of the Distributor. Standard training covers product sales and
capabilities, product installation, product operation and product support.

DISTRIBUTOR FACILITY BASED STANDARD TRAINING
If the Distributor prefers, NECI will provide 1 to 2 people to perform the
Standard Training at the Distributor's facility. In this case the training
period is expected to be 5 days in duration. In this case, the Distributor will
be responsible for the NECI trainers' travel and living expenses.

SALES SUCCESS ASSURANCE
NECI is fully committed to helping Distributor succeed. To assist in this, NECI
will provide free of charge 1 person to assist Distributor's sales staff on
sales calls and provide further on the job training of their sales team for up
to 4 weeks. The Distributor will be responsible for the NECI individual's travel
and living expenses.

FIRST CUSTOMER ORDER SUCCESS ASSURANCE
NECI is fully committed to helping Distributor succeed. To assist in this, NECI
will provide free of charge 1 person on site (both Distributor and customer site
as needed) for up to 4 weeks to help Distributor successfully deliver its first
customer order. The Distributor will be responsible for the NECI individual's
travel and living expenses.

ADDITIONAL TRAINING AVAILABLE
Distributor may want to consider additional training. NECI will make available
additional training in any or all of the 4 areas (product sales and
capabilities, product installation, product operation and product support)
covered in the standard training package. In this case, NECI Will work with the
Distributor to define the extent of the additional training desired and
negotiate an appropriate charge.

DISTRIBUTOR CONSULTING
NECI is fully committed to helping Distributor succeed. To assist in this, NECI
will also provide consulting services to assist Distributor establish the
organization and infrastructure required. In this case, NECI will work with the
Distributor to define the extent of the consulting desired and negotiate an
appropriate charge.

CERTIFICATION
NECI shall issue certificates to person having completed any of the training
provided by NECI.

                                                                   Page 15 of 17
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                                   EXHIBIT "C"

                                  SALES LEVELS

                                                                   Page 16 of 17
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                                   EXHIBIT "D"

                                PRICES AND TERMS

PRICING WILL BE NEGOTIATED ON A PROJECT-BY-PROJECT BASIS.

                                                                   Page 17 of 17