Marketing and Network Services Agreement

This agreement between Innofone.com,  Inc. ("Innofone") and ePHONE Telecom, Inc.
("ePHONE")  is designed to provide a basis for Innofone to assist  ePHONE in the
development  of its VOIP  network  and to provide  Innofone  with a  competitive
network to carry the traffic generated by its marketing programs.

The two above companies agree as follows:

1.       Innofone agree to provide ePHONE with a first right of refusal to carry
         Innofone's traffic on the ePHONE network. Innofone's traffic is defined
         as all traffic generated by the marketing programs of Innofone, whether
         branded  under the Innofone  name or other  names.  This first right of
         refusal is valid until Dec. 31, 2010,  subject to the right of Innofone
         to buy out  ePHONE's  first  right of  refusal  in case of a change  of
         control  of  Innofone.  The  buyout  price  will be equal to the  gross
         billings  made by ePHONE  to  Innofone  for the 12  months  immediately
         preceding the buy-out.

2.       ePHONE  agrees  that  its  right to carry  Innofone's  traffic  will be
         subject to service and quality  standards,  and  acceptable  price,  as
         established by Innofone.

3.       Both companies agree to immediately assess the business  feasibility of
         the following new services which,  if  implemented,  will be carried on
         the ePHONE network:  - PC to phone voice services - calling cards to be
         included  in  Innofone's  fulfillment  kits.  These are  assumed  to be
         post-paid  calling cards - pre-paid  calling cards - other new products
         and services as may be identified by either company

4.       Both companies will review the long distance rates currently  available
         to each company to identify  opportunities for lower costs and improved
         access.

5.       Innofone will immediately  provide two Netspeak  gateways to ePHONE for
         evaluation  and testing.  The cost of shipping this gateway to Herndon,
         VA will be borned by Innofone.  ePHONE will assess the  feasibility  of
         deploying the Netspeak gateway in its network.


                                       1
<PAGE>



6.       ePHONE  agrees  to  provide  ongoing   technical  support  and  product
         development  services  to assist  Innofone  in the  development  of new
         services  and  products.  The  development  programs and terms of these
         services will be as agreed between the two companies.

7.       To facilitate the ramp up of Innofone's  marketing programs ePhone will
         provide a set-up fee of  $500,000.  This fee is to be paid as  follows:
         $250,000 paid on Jan. 12, 2001.  $250,000 paid on Jan. 19, 2001. EPhone
         will have the right to review and approve the use of proceeds  from the
         set-up fee.

8.       As approved by ePhone,  Innofone will provide its Netspeak gateways and
         any  other  appropriate   equipment  to  facilitate   ePhone's  network
         operations.  Ownership  of this  equipment  will remain  with  Innofone
         (except as noted in #10 below).

9.       Innofone  agrees to repay the set-up fee to ePhone  within 90 days from
         Jan. 19, 2001 (subject to  adjustment  as noted in #10 below).  If this
         fee is not repaid  ePhone  will have the right to convert  the fee into
         shares of  Innofone  at a price of $0.25 per  share  with a warrant  at
         $0.75.  If Innofone  completes a financing  at a lower price or on more
         favorable  terms within 6 months of the date of issuing the shares then
         ePhone will be adjusted so that it  receives  similar  terms.  Innofone
         also agrees that shares  issued to ePhone will be without  restrictions
         or if they are restricted all appropriate steps will be taken to remove
         the restrictions.

10.      At ePhone's option equipment  and/or services  supplied by Innofone can
         be used to offset the set-up. All equipment and services will be valued
         at current  market  prices.  Offsets  will  reduce  the amount  used to
         calculate a conversion of the set-up fee into Innofone shares.

11.      Both  companies  agree to work  together  and assist  each other in the
         raising  of capital  and  generally  developing  the  business  of each
         company.

(Signatures on page 3)



                                       2
<PAGE>


AGREED at Toronto, ON on the 8th day of January, 2001.

Innofone.com Inc.                       ePHONE Telecom, Inc.

/s/ Larry Hunt                          /s/ Robert Clark
-------------                           ----------------
Larry Hunt                              Robert Clark
President & CEO                         Chairman and CEO


                                       3