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                                                                EXHIBIT 10.17

                                GOLDENACCESS.COM
                    IP TELEPHONY GATEWAY PURCHASE AGREEMENT

This Purchase Agreement (hereinafter called the "Agreement") entered as of
February 15, 2000 between Hertford Enterprises L.L.C., Texas, USA (hereinafter
called "Customer") and Golden Access.com of Miami, Florida, USA (hereinafter
called "Golden Access") establishes the terms and conditions under which Golden
Access will supply the IP Telephony Gateway (hereinafter called "Product") to
the Customer.

Golden Access agrees to sell the Product as follows:

         1.       Golden Access ViP Internet Telephony Gateway configuration
                  of:

                  o        4-Port System - $US 12,000.00

                  This system can be upgraded to an 8 port system for an
                  additional $US 4,000.00 at anytime during the term of this
                  Agreement.

         2.       Payment Terms are 25% downpayment upon signing of this
                  Agreement and 75% upon delivery by certified cheque, bank
                  transfer or an irrevocable Letter of Credit from a financial
                  institution acceptable to Golden Access.

         3.       Golden Access grants the Customer a personal, non-exclusive,
                  non-transferable license to use the IP Telephony Gateway
                  software solely for the operation of the Customer's IP
                  Telephone services to its subscribers. Under the terms of
                  this license, the Customer shall not:

                  o        modify or copy the software

                  o        reverse compile or reverse engineer all or any
                           portion of the software

                  o        distribute, disclose or transferthe software to any
                           third party

         4.       Golden Access will provide remote product support on a
                  Mon.-Fri. (9am EST - 6pm EST) basis and access to new
                  software releases for a period of 1 year at no additional
                  charge to the Customer. The Customer will provide Golden
                  Access with all the necessary information and cooperation
                  required for its technical support personnel to remotely
                  access the system for maintenance and troubleshooting
                  purposes. These procedures are outlined in Appendix C,
                  attached hereto. If the Customer should request on-site
                  technical support, this will be provided at the prices and
                  terms listed in Appendix C.

         5.       Golden Access can offer annual extensions of the technical
                  support/software update package to the Customer and these are
                  available at the rates outlined in Appendix C.

         6.       Golden Access will provide one (1) set of all the necessary
                  technical documentation, including User Manuals, etc.
                  associated with the Product.

         7.       Golden Access will make available to the Customer, training
                  in the installation and operation of the Product with a
                  schedule and location to be agreed upon between both parties.
                  All travel and related expenses shall be borne by the
                  Customer. In the event that the Customer elects to have
                  Golden Access perform the initial installation as per
                  paragraph 8 below, and wants the training conducted during
                  the installation period, the Customer will be responsible for
                  any additional living expenses associated with said training.

         8.       Golden Access can provide On-site Installation at a rate of
                  $750 per day plus all travel and related expenses.






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                                GOLDENACCESS.COM
                          COMMERCIAL SERVICE AGREEMENT

This Commercial Service Agreement (hereinafter called the "Agreement") entered
as of February 15, 2000 between Hertford Enterprises L.L.C., Texas (hereinafter
called "Customer") and Golden Access.com of Miami, Florida, USA (hereinafter
called "Golden Access") establishes the terms and conditions under which Golden
Access will provide international IP Telephony termination service (hereinafter
called "Service") to the Customer.

A.       NATURE OF SERVICES

         Golden Access will provide non-exclusive termination service for
         international telephone traffic originating from the Customers' IP
         Telephony Gateway purchased from Golden Access under the IP Telephony
         Gateway Purchase Agreement. The destinations and rates offered are
         outlined in Appendix B, attached hereto.

B.       CUSTOMER OBLIGATIONS

         Customer will be responsible to supply all the equipment and
         connection services required to interface the IP Telephony Gateway to
         the local PSTN network and the Internet. All associated costs are
         borne solely by the Customer, including recurring connection charges,
         throughout the term of this Agreement. Customer is solely responsible
         for the all administrative and technical support aspects of their
         subscribers, including billing and collection.

C.       GOLDEN ACCESS OBLIGATIONS

         Golden Access will provide remote technical support on a 24 x 7 basis
         at no charge to the Customer. The Customer will provide Golden Access
         with all the necessary information and cooperation required for its
         technical support personnel to remotely access the system for
         maintenance and troubleshooting purposes. These procedures are
         outlined in Appendix C, attached hereto.

         If the Customer should request additional on-site technical support,
         this will be provided at the prices and terms listed in said Appendix
         C.

         In the event that a Service Interruption occurs and a resolution has
         not been provided by Golden Access within 24 hours of the problem
         being reported, the Customer may, at its discretion, invoke Clause
         6.1 of the General Terms and Conditions herein. A Service Interruption
         will be deemed to have occurred only if the entire service becomes
         unusable to the Customer as a result of failure of Golden Access's
         Product used to provide the Service and only where the interruption is
         not the result of a) the negligence or acts of the Customer or its
         agents; b) the failure or malfunction of non-Golden Access equipment
         or systems not provided by Golden Access; c) circumstances or causes
         beyond the control of Golden Access; or d) a service interruption
         caused by scheduled service maintenance, alteration or implementation.

         The foregoing states the Customer's sole remedy for service
         interruption under the Agreement, and in no event shall Golden Access
         be liable for any indirect, consequential or special loss or damage
         suffered which, for the avoidance of doubt, shall include loss of
         profits and contracts.



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D.       BILLING

         In consideration of the services rendered by Golden Access, Customer
         shall pay termination fees as outlined in Appendix B which may be
         adjusted from time to time at the discretion of Golden Access and the
         new rate table shall be effective upon 15 days notice, unless interim
         rate changes are necessary to improve Quality of Service.

         In order to secure payment for these services, the Customer agree to
         deposit prior to the performance of any services an amount of
         $2,500.00 to cover one times the estimated average monthly sales
         volume. This deposit shall be either as Cash, Certified Cheque, Bank
         transfer and/or an irrevocable Letter of Credit from a financial
         institution acceptable to Golden Access. Said deposit shall be subject
         to offset by Golden Access in the event payment of the outstanding
         account balance is not made after 7 days from receipt of invoice.
         Golden Access reserves the right to review the deposit from time to
         time and adjust the required amount necessary based upon invoiced
         amounts for previous billing periods.

         A bi-weekly financial settlement will take place between Golden Access
         and the Customer. This settlement will be based upon the CDR (Call
         Detail Records) produced by the Service which indicate the necessary
         accounting information required to calculate the amount due. Golden
         Access will prepare the invoice and a settlement report detailing each
         transaction from the CDRs collected by its Network Control Center.
         Should there be any discrepancies in the call detail reports, the
         items in question shall be deferred to a further review process. These
         discrepancies shall in no way delay the settlement process as a whole
         and will be treated as a separate deficiency to be reconciled within a
         period of 30 days. A 10% discount on the rates in Appendix B will be
         offered to the Customer for the first 3 months of this Agreement,
         after which time, the regular rates will apply unless there is a
         mutual agreement to extend the discount. The discount will be applied
         against the total due for each billing period.

E.       TERM OF AGREEMENT

         The initial term of this Agreement is for a period of two (2) years
         and shall be extended on an annual basis thereafter unless terminated
         under the terms of Clause 6 of the General Terms and Conditions of
         this Agreement.



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                          GENERAL TERMS AND CONDITIONS

CLAUSE 1 - COPYRIGHT AND CONFIDENTIALITY

1.1      Each Party agrees to maintain in strict confidence all plans, designs,
         drawings, trade secrets and other proprietary information of the other
         Party which is disclosed pursuant to this Agreement.

1.2      Golden Access retains title to all portions, excluding third party
         licenses, of the software associated with the Product. A
         Non-Disclosure Agreement, as per Appendix A, shall be signed by both
         Parties.


CLAUSE 2 - PRICES/PAYMENT TERMS

2.1      All prices are FOB Miami, FLA., USA

2.2      Golden Access reserves the right to charge interest on all delinquent
         payments at an annualized rate of 2 percentage points above the
         commercial rate as listed by its banking institution.

2.3      The Golden Access prices do not include the cost to Golden Access or
         its employees of any taxes, duties, levies or other like charges
         payable by them or any of them under the laws or regulations in force
         in countries other than the United States and to the extent that such
         taxes, duties, levies and other like charges are required to be paid,
         these shall be borne solely by the Customer.


CLAUSE 3 - WARRANTY

3.1      Golden Access warrants that the Product shall be free of defects and
         perform in accordance with Golden Access's specifications for a period
         of ninety (90) days from delivery to the Customer. Golden Access's
         sole obligation under this warranty shall be to provide remote
         Technical Support as outlined in Appendix A in an effort to remedy the
         defect. The warranties in this article will be voided if the Product is
         modified in any way by the Customer and/or its agents without written
         authorization from Golden Access. GOLDEN ACCESS DISCLAIMS ALL OTHER
         WARRANTIES, EXPRESS OF IMPLIED, INCLUDING BUT NOT LIMITED TO THE
         WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


CLAUSE 4 - LIABILITY

4.1      Under no circumstances shall Golden Access, its employees or
         contractors be liable for any direct, indirect, incidental, special,
         punitive or consequential damages that may result in any way from the
         negligence or acts of the Customer or its agents, the failure or
         malfunction of non-Golden Access equipment, the Customer's (or
         Customer's authorized users) use of, or inability to use the Product
         or any part thereof, resulting from errors, omissions, interruptions,
         delays in operation or transmission, or any failure of performance of
         the Internet and/or PSTN networks.

4.2      Neither Golden Access or its third party licensors will be liable for
         indirect, incidental, special or consequential damages including but
         not limited to lost data or lost profits, however arising, even if it
         has been advised of the possibility of such damages. The liability of
         Golden Access and its third party licensors for damages under this
         agreement shall in no event exceed the amount paid by the Customer to
         Golden Access under this Agreement for the Product as to which the
         claim arose.


CLAUSE 5 - FORCE MAJEURE

5.1      GOLDEN ACCESS shall not be liable for any delay or failure in
         performance of any part of this Agreement to the extent such delay or
         failure is caused by an event of Force Majeure, including but not
         limited to, fire, flood, explosion, accident, war, strike, embargo,
         government requirement, civil or military authority, Act of God,
         inability to secure materials, labour or transportation, acts of
         omissions of common carrier or




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         warehouseman, or any other causes beyond their reasonable control. Any
         such delay or failure shall suspend the Agreement until the Force
         Majeure condition ceases and the Term shall be extended by the length
         of the suspension.

CLAUSE 6 - SUSPENSION/TERMINATION

6.1      Either Party may, by written notice to the other Party, suspend or
         terminate its obligations under the Agreement

         a)       in the event that either Party shall have failed to pay or
                  authorize payment of any sum to the other Party when due
                  under the Agreement; or

         b)       in the event that either Party is in breach of the Agreement
                  and shall fail after receiving not less than thirty (30) days
                  written notice to take effective steps to remedy such breach;
                  or

         c)       in the event that either Party goes into liquidation except
                  for the purposes of corporate re-organization or otherwise
                  ceases trading.

         Any suspension or termination as a result of the foregoing, does not
         absolve the Customer from its obligations to pay any outstanding
         invoices due under the Agreement.


CLAUSE 7 - EFFECTIVE DATE OF AGREEMENT

7.1      This Agreement shall become effective on that date which it is duly
         initialed, signed and dated by authorized representatives of Golden
         Access and the Customer. Neither Party may assign, transfer the whole
         or any part of this Agreement to anyone without written consent by the
         other Party.


CLAUSE 8 - ARBITRATION AND JURISDICTION

8.1      All differences and disputes between the Parties arising from this
         Agreement which cannot be settled by mutual agreement shall be finally
         settled under the Rules of Conciliation and Arbitration of the
         International Chamber of Commerce (ICC). The arbitration proceeding
         shall take place at Miami, Florida and the language of the arbitration
         proceeding, the award and all documents filed or submitted in
         connection therewith shall be in English.

8.2      This Agreement shall be governed, construed and interpreted in
         accordance with the laws of the State of Florida, USA.

8.3      All correspondence relevant to the performance of this Agreement shall
         be in English and when given to Golden Access, should be addressed to:

                  Golden Access.com
                  6161 Blue Lagoon Drive, Suite 190
                  Miami, FLA 33126

         and when given to the Customer, should be addressed to:

                  Hertford Enterprises LLC
                  403 Lillard Rd., Suite B
                  Arlington, Texas 76012

This Agreement supersedes all other prior discussions and negotiations between
the Customer and Golden Access and sets forth the understanding between both
Parties as to the intent of this Agreement. It may be modified in writing only,
provided it is signed by a duly authorized representative of both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date herein;

Golden Access.com                                     Customer




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                                   APPENDIX A

                  CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This agreement is entered into as of January 12, 2000 between Hertford
Enterprises LLC and Golden Access.com, WHEREAS, each entity executing this
agreement (hereinafter "Party") agrees that for the purpose of evaluating a
potential business relationship, the parties will disclose and receive
information under the terms and conditions specified below:

NOW THEREFORE, the parties hereby agree as follows:

1.       All communications or data, in any form, which are disclosed by one
         Party or any of its subsidiary, parent or associate companies
         ("Disclosing Party") to the other Party or any of its subsidiary,
         parent or associate companies ("Receiving Party") and which are to be
         protected hereunder against unrestricted disclosure or competitive use
         by the Receiving Party shall be deemed to be "Confidential
         Information".

2.       All Confidential Information, if in writing or other tangible form,
         shall be labeled as "Confidential" at the time of its delivery, and,
         if oral, shall be identified as "confidential" prior to disclosure.

3.       Confidential Information of the Disclosing Party shall be treated as
         confidential and safeguarded hereunder by the Receiving Party for a
         period of two (2) years from the date of disclosure unless earlier
         waived in writing by the Disclosing Party.

4.       The Receiving Party agrees that (a) any Confidential Information
         disclosed hereunder shall be used by the Receiving Party solely for
         the purpose set forth above and (b) except as may be required by
         applicable law or legal process, the Receiving party will not disclose
         or disseminate such Confidential Information to anyone, except to
         those employees (including employees of its parent, subsidiaries and
         affiliates) and professional advisers who have the need to know such
         Confidential Information for the purpose for which it is disclosed,
         unless and until such time as such Confidential Information:

         a)       is available generally to the public, other than as a result
                  of a breach of this Agreement; or,

         b)       is disclosed lawfully to the Receiving Party by a third party
                  who is free lawfully to disclose the same; or,

         c)       is developed independently by the Receiving Party; or,

         d)       The applicable period of confidentiality pursuant to
                  paragraph 3 has ended.

         e)       is already in the possession of the Receiving Party and is
                  subject to an existing agreement of confidence between the
                  parties.

6.       The Receiving Party shall use reasonable safeguards against the
         unauthorized disclosure of confidential and proprietary information
         and shall advise all of its employees and professional advisers having
         access to Confidential Information of the obligations hereunder.

7.       Upon expiration of the period of confidentiality, or sooner upon
         written request of the Disclosing Party, all Confidential Information
         in the possession of the Receiving Party shall be returned to the
         Disclosing Party or destroyed, at the option and instruction of the
         Disclosing Party.

8.       It is understood that this Agreement is not intended to, and does not,
         obligate either Party to enter into any further agreements or to
         proceed with any relationship or other transaction.

9.       This agreement shall be governed by and construed in accordance with
         the laws of the State of Florida, USA.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date herein.


Company: Hertford Enterprises LLC                Golden Access.com

Signature:
          -------------------------              ------------------------------

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




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                                   APPENDIX B

                       GOLDEN ACCESS RATE TABLE ATTACHED
                    1.11.1999 HERTFORD ENTERPRISES LLC RATES




















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