LICENSE DISTRIBUTION AGREEMENT
                         ------------------------------


ENTERED INTO IN NEW YORK, UNITED STATES, this __th day of December 1999.

BETWEEN:                  PHON-NET.COM, INC., a Florida corporation duly
                          constituted under the laws of Florida, having its head
                          office or principal place of business at 600-750 W.
                          Pender St., Vancouver, BC, V6C 2T7(hereinafter
                          referred to as the "Licensor");

AND:                      VOLT INFORMATION SCIENCES, INC. a New York corporation
                          having an office at 1221 Avenue of the Americas, New
                          York, NY 10020, for itself and its subsidiaries and
                          divisions (hereinafter collectively referred to as
                          "Volt" or the "Licensee")

                                    PREAMBLE
                                    --------

WHEREAS the Licensor has created and is the owner of the PHON-NET.COM Inc.
"Direct Connect" software (the "Software") that enables a detailed description
of the Software's functionalities and specifications being attached to this
License Agreement (the "Agreement") and identified as Schedule A;

WHEREAS Licensee intends to use the Software in conjunction with Licensee's
other ventures and new ventures, to sublicense the Software or otherwise
distribute or make the Software available to its customers and/or their
customers;

WHEREAS the Licensor agrees to license the Licensee with the Software, subject
to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the aforementioned premises and the mutual
covenants hereinafter set forth, the Preamble forming integral part of this
Agreement, the parties agree as follows:

                                    SECTION 1
                                   DEFINITIONS
                                   -----------

         1.1.     For the purposes of the Agreement, unless otherwise expressly
                  provided, the following terms shall have the meaning set forth
                  below:

         "Listing"                                   a business name and
                                                     telephone number found in a
                                                     database of Licensee or its
                                                     relevant Customer(s).

                                       1
<PAGE>

         "Listed Business"                           a business for which a
                                                     Listing appears in the
                                                     relevant directory in
                                                     respect of which business a
                                                     Sub-License to the Software
                                                     has been executed.

         "Customer"                                  either a telephone company
                                                     customer of Licensee or any
                                                     other business entity which
                                                     provides, in written or
                                                     electronic form, a
                                                     directory containing
                                                     Listings.

         "Notional Sub-License Fee"                  the sub-license fee
                                                     determined in accordance
                                                     with Schedule B,
                                                     paragraph 3.

         "Actual Sub-License Fee"                    in each case, the
                                                     sub-license fee for the
                                                     Software charged by
                                                     Licensee to (i) its
                                                     relevant Customer, (ii) a
                                                     Listed Business which
                                                     advertises in any written
                                                     or electronic directory
                                                     published by Volt's
                                                     Directory Division or (iii)
                                                     any other Listed Business
                                                     which enters into a
                                                     sub-license agreement for
                                                     the Software directly with
                                                     Licensee.

         "Screen"                                    electronic device from
                                                     which the end-user derives
                                                     visual information.

         "Icon"                                      a symbol created by the
                                                     Software which appears on a
                                                     Screen next to or otherwise
                                                     associated with a Listing
                                                     which provides "highlight,
                                                     click and Connect"
                                                     capability.

         "Website"                                   a website maintained by a
                                                     business.

         "Volt Directory"                            a directory of Listings in
                                                     written or electronic form
                                                     published by Volt's
                                                     Directory Division.


                                    SECTION 2
                  LICENSE AND RIGHTS PERTAINING TO THE SOFTWARE
                  ---------------------------------------------

         2.1.     The Licensor represents and warrants that it has the rights to
                  use and license the Software, that the present license is
                  granted to the Licensee pursuant to and in respect of those
                  foregoing rights and that the Licensor has full power and
                  authority to enter into and perform this Agreement and that
                  the agreement with Wazzu Inc. referred to in section 2.2(a) in
                  no way conflicts with this Agreement or any of the rights
                  granted to Licensee hereunder.

         2.2.     Subject to the terms and conditions of the present Agreement;

                  a)       the Licensor grants to the Licensee during the entire
                           term of this Agreement, the exclusive right to use,

                                       2
<PAGE>

                           market and distribute and sublicense the Software in
                           the Territory and the exclusive right to use the
                           domain name "411CALLME.com"; provided, however, that
                           the sole exception to the exclusivity of Licensee's
                           right to use, market and distribute the Software is
                           any rights granted by Licensor under the pre-existing
                           US distribution agreement in effect with Wazzu Inc..

                  b)       during the term of this Agreement, the Licensor will
                           not utilize or permit any third party (including, but
                           not limited to Wazzu Inc.) to utilize any of the
                           following domain names in the Territory: CALLME
                           411.COM; CALLME411.NET; CALLME411.ORG; 411CALLME.NET;
                           411 CALLME.ORG.

                  c)       Nothing in this Section shall preclude the Licensor
                           from directly marketing licenses for the Software,
                           provided that (i) the sale of any such licenses shall
                           be made through the Licensee, at a price reasonably
                           acceptable to the Licensee, (ii) the Licensee shall
                           undertake to sell any such licenses and (iii) the
                           Licensee shall pay the License Fees described on
                           Schedule B to the Licensor in connection with any
                           such license sales.

                                    SECTION 3
                                   LICENSE FEE
                                   -----------

         3.1.     For the duration of this Agreement and any renewal periods
                  thereafter, the Licensee shall pay to the Licensor, in US
                  funds, on a monthly basis, the License Fee, the amount and
                  particulars of which are further detailed in Schedule B
                  annexed hereto and forming part of this Agreement.

         3.2.     Payment of the License Fee described in Section 3.1 shall be
                  accounted for and paid monthly, within thirty (30) days after
                  the close of the preceding month. The Licensee may pay the
                  entire License Fee attributable to each Software license sold
                  during the preceding month, or may remit such portion of the
                  License Fee as is attributable to the frequency of payment
                  agreed to between the Licensee and its end-user; provided,
                  however, that the Licensee shall be responsible for payment of
                  the License Fee to the Licensor irrespective of its actual
                  receipt of payment from the Licensee's end-user. In the event
                  of non-payment by a Sub-Licensor, Licensee may, by disabling
                  the Software for each Listed Business covered by the
                  Sub-License, reduce its License Fee obligation to Licensor to
                  a pro-rated amount, determinede by the duration of the
                  Software activation. The License Fee shall be paid to the
                  Licensor at its address set forth in Section 9.1, or to such
                  other address as may be specified by the Licensor in
                  accordance with said Section.

         3.3.     The Licensee shall deliver to the Licensor, at the time each
                  License Fee payment is due, a statement signed by a duly
                  authorized representative of the Licensee certifying (a) the
                  number of Software licenses sold during the monthly period
                  covered by such License Fee payment; and, (b) the basis for


                                       3
<PAGE>

                  computation of the amount of the License Fee accompanying such
                  statement. Such statement shall be furnished to the Licensor
                  whether or not any Software licenses were sold during the
                  month for which such statement is due.

         3.4.     The Licensee shall prepare and maintain complete and accurate
                  records reflecting all transactions required to be reported to
                  the Licensor under this Agreement. At the Licensor's sole
                  cost, the Licensor and its duly authorized representatives
                  have the right, upon reasonable notice, during regular
                  business hours at the Licensee's principal offices, for the
                  duration of the period during which the License Fee is payable
                  and for three (3) years thereafter, to audit said records of
                  the Licensee and examine all other documents and materials,
                  other than books of account, in the possession or under the
                  control of the Licensee with respect to matters which are
                  required to be reported to the Licensor under this Agreement,
                  and to make extracts and copies thereof. The Licensee's
                  records of sales shall be maintained separately from the
                  Licensee's accounting records relating to other items marketed
                  by the Licensee. All such books of account, records and
                  documents shall be kept available by the Licensee for at least
                  three (3) years after the end of each year to which they
                  relate.


                                    SECTION 4
                              TERM AND TERMINATION
                              --------------------

         4.1.     Unless otherwise terminated and subject to subsection 4.2
                  hereof, this Agreement shall end one (1) year from the date of
                  execution of this Agreement.

         4.2.     The Licensee shall have the right to renew the term of this
                  Agreement for one (1) year following termination of the
                  initial one (1) year term described in Section 4.1, provided
                  that:

                  a)       The Licensee provides the Licensor written notice of
                           the Licensee's intent to renew, not less than sixty
                           (60) days prior to expiration of the current term;
                           and

                  b)       The Licensee shall have paid all License Fees and
                           other amounts due to the Licensor under this
                           Agreement, and shall otherwise be in material
                           compliance with the other terms and conditions
                           hereof, both on the date the Licensee provides the
                           notice described in subsection (a), above, and on the
                           commencement date of the renewal term.

         4.3.     The Licensee shall have the right to renew the term of this
                  Agreement for successive one (1) year terms following
                  expiration of the one (1) year renewal term described in
                  Section 4.2, provided that the Licensee has complied with the
                  provisions of subsections (a) and (b) of Section 4.2, and
                  further provided that if average annual sublicenses of the
                  Software by or through the Licensee (with a sublicense term of
                  at least one year) are less than 1,000,000 units for any two
                  (2) successive years commencing with the first renewal term of


                                       4
<PAGE>

                  this Agreement, the Licensor may, at its option, terminate the
                  exclusivity granted in Section 2.2(a), above.

         4.4.     The Licensor or the Licensee may terminate this Agreement at
                  any time, after written notice, due to the material breach or
                  default by the other party, unless the other party has
                  remedied such material breach or default to the satisfaction
                  of the party complaining, within thirty (30) days after
                  receipt by the breaching party of said written notice of such
                  default. A waiver by a party of its right to terminate this
                  Agreement due to any particular breach or default shall not be
                  construed as a continuing waiver. In the event where the
                  Licensor has breached the exclusivity granted to the Licensee
                  under subsection 2.2 hereof, the Licensee, after having
                  provided a written notice to the Licensor detailing the breach
                  and providing a reasonable period to cure such breach, shall
                  be relieved from paying the License Fee, until such a time
                  where the Licensor has provided to the Licensee assurances and
                  evidence that such breach has been cured.

         4.5.     This Agreement shall be terminated as of right, without notice
                  or formality if (a) either party proceeds to a liquidation of
                  its assets; (b) either party hereto makes an assignment of all
                  its property for the general benefit of its creditors, or if a
                  bankruptcy petition is filed against it and a final judgment
                  is rendered pronouncing its bankruptcy; (c) if a receiver,
                  trustee, liquidator or any person possessing similar powers is
                  appointed to administer or liquidate either party's assets.

         4.6.     No termination of this Agreement shall prejudice the
                  Licensor's rights hereunder to the License Fee provided for in
                  subsection 3.1 and to the User Database Royalties provided for
                  in section 8, in respect of sales or licensing agreements
                  which have been concluded prior to the termination of this
                  Agreement but for which an invoice has not been issued or
                  payment has not been received, as the case may be.

                                    SECTION 5
                                 CONFIDENTIALITY
                                 ---------------

         5.1.     The Licensor and the Licensee agree to treat as confidential
                  any information disclosed to the other as it relates to the
                  system use and marketing of the Software both during and after
                  the duration of this Agreement. The Licensor and the Licensee
                  shall use reasonable care, consistent with the measures taken
                  to safeguard each of their own confidential information, to
                  ensure that, each of their directors, officers, employees,
                  agents, representatives and customers to whom confidential
                  information needs to be disclosed to allow full execution of
                  this Agreement, shall keep all such information confidential.

         5.2.     Additionally and notwithstanding the standard of
                  confidentiality provided for in subsection 5.1 hereof, the
                  Licensee's actual and future business strategy as it relates
                  to the Software shall be treated as confidential information
                  by the Licensor.

                                    SECTION 6
                      OTHER OBLIGATIONS AND REPRESENTATIONS
                      -------------------------------------

                                       5
<PAGE>

         6.1.     Nothing in this Agreement shall be construed as:

                  a)       granting any license or rights to the Licensee other
                           than those rights granted hereby with respect to the
                           Software; or

                  b)       creating a partnership or employer/employee
                           relationship, but the relationship between the
                           parties is acknowledged and agreed to be that of
                           arm's length independent contractors contracting with
                           each other.

         6.2.     The Licensor warrants that within the Territory, the Software
                  is not infringing on any existing copyrights, patents or
                  trade-marks owned by third parties; if any claim is made
                  against the Licensee or a sublicensee concerning a possible
                  infringement on existing similar software, the Licensor agrees
                  to forthwith indemnify and save the Licensee harmless of and
                  from any consequences that may reasonably flow therefrom in
                  the form of any actions or proceedings taken by third parties
                  or others effected as a result thereof. Without limiting the
                  generality of the above, the Licensor hereby expressly agrees
                  to assume liability for, and to indemnify, protect, and hold
                  harmless the Licensee and its agents, employees, and
                  sublicensees against any and all losses, damages (including
                  punitive, special and consequential damages), liabilities,
                  expenses, costs (including reasonable attorneys' fees),
                  penalties and obligations, loss of expected revenues, arising
                  out of or incurred in connection with any reasonable claim,
                  demand, action, suit or proceeding of any kind by any third
                  party in any way relating to the Software. For the duration of
                  this agreement, Licensor shall maintain an insurance coverage
                  of at least $1,000,000 to cover for third party claims of any
                  nature including copyright infringement, and will name
                  Licensee as a co-insured.

         6.3.     The Licensor represents and warrants that the Software is and
                  shall be fully Year 2000 Compliant in accordance with industry
                  standards. Year 2000 Compliance means that the Software can
                  accurately process date/time data (including, calculating,
                  comparing and sequencing) from, into and between the twentieth
                  and twenty-first centuries including the years 1999 and 2000
                  and leap year calculations.

                  If the Software is not Year 2000 Compliant, the Licensee shall
                  instruct the Licensor to replace or modify, at the Licensor's
                  expense, all relevant elements so that the Software and its
                  use by the Licensee becomes Year 2000 Compliant within thirty
                  (30) calendar days of notice to the Licensor and the Licensor
                  shall compensate the Licensee forthwith of any loss of
                  expected revenues linked, directly or indirectly, from the
                  inability of the Software to be Year 2000 Compliant.

         6.4.     The Licensor warrants that the Software shall be free from
                  defects in material and workmanship, and shall conform to the
                  specifications and functionalities set forth in Schedule A
                  hereof. Furthermore, the Licensor warrants that the Software
                  shall conform to any other specifications, drawing, samples or
                  instructions given at any time and from time to time, in
                  writing, by the Licensee ("New Features"), provided (a) that
                  (i) conformity, as defined with consideration to accepted


                                       6
<PAGE>

                  industry standards, is achievable based upon existing
                  non-proprietary technology available to the Licensor, and
                  provided that (ii) the Licensor is afforded the time
                  reasonably necessary to complete the required work and (iii)
                  the Licensor reasonably determines that the New Features are
                  cost justifiable, (b) that, in the event the Licensor
                  determines that the New Features are not cost justifiable, the
                  Licensor will, nonetheless, develop such new Features if the
                  Licensee pays the cost of such development, in which case the
                  Licensee shall be the sole owner of all property rights in and
                  to such New Feature (but shall gain no property rights in the
                  Software, other than in the New Feature); and (c) that in the
                  case of the enhancement known as the "2-line Solution," as
                  described in the specifications to be furnished by Licensee,
                  such enhancement shall be completed by the later of 90 days
                  after (y) the commencement by Licensee of offering services
                  utilizing the Software or (z) the Licensee's delivery to
                  Licensor of such specifications. The Licensor shall compensate
                  the Licensee forthwith of any loss of non-speculative, but
                  demonstrably expected revenues stemming from the inability of
                  the Software to perform up to the specifications described in
                  Schedule A hereof and those required from time to time by the
                  Licensee.

         6.5.     During the term of this Agreement and any renewal terms
                  thereafter, the Licensor will provide to the Licensee, free of
                  charge and in addition to its obligations under section 6.4,
                  any new updates of the Software as well as any improvements
                  made to the Software as soon as those updates and improvements
                  are completed and in any event no later than two business days
                  from their commercial release, or other official release
                  within any stage of the development process; provided,
                  however, that Licensee shall not be obligated to incorporate
                  such improvements into its version of the Software. As well,
                  the Licensor will provide the Licensee with the required level
                  of support and training.

         6.6.     During the term of this Agreement and any renewal periods
                  thereafter, the Licensee will be responsible for data entry,
                  sales materials, implementation, monitoring and maintaining a
                  sales plan/program for the Software, designing, building and
                  managing a web site through which the Software may be accessed
                  via the Internet.

         6.7.     Distribution contemplated by Licensee:

                  a)       Use of the Software (including any one or more of the
                           following features: Voice Connect, E-Specials; and
                           Voice Mail)in connection with (i) a Website to be
                           created by Volt containing Listed Businesses
                           representing some or all of approximately 53,000
                           Listings listed in Volt Directories and/or (ii) the
                           individual Websites of some or all such Listed
                           Businesses;

                  b)       Use of the Software (including any one or more of the
                           following features: Voice Connect, E-Specials and
                           Voice Mail) in connection with a Website containing
                           some or all of Volt's national directory Listings;

                  c)       Sublicensing the Software to any or all Customers
                           (for example, Bell Atlantic's Big Yellow service) for
                           use on their own Websites.

                                       7
<PAGE>

         6.8.     During the term of this Agreement, the Licensee shall use its
                  reasonable commercial efforts to promote and market the sale
                  of licenses for the Software, and to maximize License Fees
                  hereunder.

         6.9.     The Licensee acknowledges and agrees, subject to the exclusion
                  in Section 6.4, that the Software is the sole and exclusive
                  property of the Licensor and the Licensee has no ownership
                  interest whatsoever in all or any aspect of the Software.
                  Licensee shall not alter, modify, change or engineer the
                  Software, or any portion thereof, in any manner, without the
                  prior written consent of the Licensor.

         6.10.    The Licensee acknowledges and agrees that the Licensee Fees
                  contemplated by this Agreement are based upon one (1) year
                  renewable license terms; except that, Licensee may sublicense
                  the Software to first time sublicensees for such shorter
                  periods, of not less than three months, as Licensee deems
                  appropriate to secure the business. The License Fee
                  corresponding to each such shorter sublicense period shall be
                  prorated on the basis of the duration of the corresponding
                  sublicense period. To the extent the Licensee markets software
                  licenses for terms greater than one (1) year, the Licensor
                  shall be entitled to its License Fee for each year included in
                  the term of a Software license.

         6.11.    The Licensee understands that the Licensor's ownership rights
                  in and to the Software constitute valuable proprietary
                  information and that the Licensor's interest in the Software
                  may be diluted and diminished in the event third parties
                  improperly obtain and/or use the Software and related
                  intellectual property. Accordingly, the Licensee agrees (i) to
                  take all reasonable steps to protect the Licensor's ownership
                  rights in and to the Software and related intellectual
                  property rights, (ii) to notify the Licensor promptly upon
                  learning that a third party has violated or is violating the
                  proprietary rights of the Licensor in and to the Software or
                  related intellectual property rights, and not to permit or
                  participate with any third party in the unauthorized use of
                  the Software or related intellectual property rights.

         6.12.    Both the Licensee and the Licensor will designate a contact
                  person responsible for regular reviews of data and projections
                  between the Licensor and the Licensee in order for both
                  parties to adequately perform their respective obligations.

                                    SECTION 7
                           RIGHTS TO THE USER DATABASE
                           ---------------------------

         7.1.     The parties to this Agreement agree that all rights to the
                  User Database and all copyright and other intellectual and
                  proprietary rights therein are and will remain, through the
                  duration of this Agreement and after its expiry, the property
                  of the Licensee; provided, however, that Licensee will pay to
                  Licensor 20% of the sales or license fees actually received by
                  Licensee from any third party for use of the User Database.

         7.2.     The Licensee shall prepare and maintain complete and accurate
                  records reflecting all sales and fees received by it from any
                  third party for use of the User Database. The provisions of
                  Section 3.4, relating to the Licensor's audit rights, shall
                  apply to the records contemplated by this Agreement.

                                       8
<PAGE>


                                    SECTION 8
                                     ESCROW
                                     ------

         8.1.     Licensor shall at its own expense on an ongoing basis deposit
                  with an escrow agent a copy of the latest version of the
                  Source Code of all Software (including necessary software
                  tools) and the applicable documentation (including a
                  description of the necessary hardware environment), pursuant
                  to the standard escrow agreement ("Escrow Agreement") set
                  forth in Schedule C annexed hereto and forming part of this
                  Agreement.

         8.2.     The escrow agent shall be entitled to conduct the appropriate
                  procedures to establish that the deposited version of the
                  Source Code is identical to the then-current Source Code of
                  the operational Software.

         8.3.     To the extent that the Licensee obtains the Source Code of the
                  Software in accordance with the terms of the Escrow Agreement,
                  the Licensee's right to use the Software and/or Source Code
                  shall be limited to its use solely for purposes of providing
                  it with the benefits to which it is entitled under this
                  Agreement, and solely for the term hereof, including any
                  available renewal terms.

         8.4.     The Licensee shall remain obligated to pay all applicable
                  License Fees required by this Agreement payable to the
                  Licensor in the event the Source Code has been released to the
                  Licensee pursuant to the Escrow Agreement.

         8.5.     To the extent that the Licensee obtains the Source Code of all
                  Software in accordance with the terms of the Escrow Agreement,
                  the Licensee shall protect the confidentiality and proprietary
                  nature of the Software and Source Codes. Licensee shall take
                  all reasonable precautions to prevent a third party from
                  infringing upon the Licensor's ownership of the Software and
                  Source Codes, and shall immediately notify the Licensor of any
                  actual or threatened infringement of the Licensor's
                  proprietary rights thereto.

         8.6.     Section 4.1 of the Escrow Agreement in the form of Exhibit C
                  shall be deleted in its entirety and replaced with the
                  following:

                  "4.1 Release Conditions. As used in this Agreement, "Release
                  Conditions" shall mean the following:

                  a.       an uncured default or material breach by Depositor as
                           described in the first sentence of Section 4.4 of the
                           License Agreement;

                  b.       the occurrence of an event, as to Depositor,
                           described in Section 4.5(a) through (c) of the
                           license agreement; or

                  c.       Depositor's failure to conduct business in the
                           ordinary course of its business such that Preferred
                           Beneficiary is deprived of a material right and/or

                                       9
<PAGE>
                           benefit to be enjoyed by it under the license
                           agreement, including without limitation, those set
                           forth in Sections 2 and 6 of this Agreement.

                  Notwithstanding the foregoing, the merger of the Licensor with
                  a third party, the sale of all or substantially all of the
                  assets of the Licensor or transaction which results in a
                  change in control of the Licensor shall not constitute a
                  "Release Condition" for so long as, following such merger,
                  sale or transaction, the Preferred Beneficiary is not deprived
                  of any material rights and/or benefits to be enjoyed by it
                  under the License Agreement.

                                    SECTION 9
                               GENERAL PROVISIONS
                               ------------------

         9.1.     Any notices or requests which the parties may be required to
                  give pursuant to this Agreement shall be sent by telecopier or
                  by registered mail, postage prepaid, to the addresses set out
                  below (until and unless the other party is notified in writing
                  of a change):

                  If to the Licensor, at:

                  Phon-Net.com, Inc.
                  Attention: Brian Collins, President and CEO
                  600-750 West Pender St.
                  Vancouver, BC V6C 2T7
                  Telephone: (604) 437-3787
                  Fax: (604) 437-3070

                  With a copy to:

                  Steven I. Weinberger, Esq.
                  Atlas, Pearlman, Trop & Borkson, P.A.
                  350 East Las Olas Blvd.
                  Fort Lauderdale, Florida 33301
                  Telephone: (954) 763-1200
                  Fax: (954) 766-7800

                  If to the Licensee, at:

                  Volt Information Sciences, Inc.
                  Attention: Albert G. Franco, Vice President
                  Volt Delta Resources
                  1221 Avenue of the Americas
                  New York, NY 10020
                  Telephone: (212) 704-2402
                  Fax: (212) 944-1639


                                       10
<PAGE>


                  With a copy to:

                  Howard B. Weinreich, General Counsel
                  Volt Information Sciences, Inc.
                  1221 Avenue of the Americas
                  New York, NY 10020
                  Telephone: (212) 704-2435
                  Fax: (212) 704-2435

                  and shall be deemed to have been received three (3) days after
                  the date of mailing or on the date faxed, if transmission is
                  received prior to 5:00 p.m. local time of the recipient,
                  otherwise the following business day. A party may change any
                  of the above addressees by giving written notice to the other
                  party.

         9.2.     This Agreement sets forth the entire agreement and
                  understanding between the parties as to the subject matter
                  hereof and neither of the parties shall be bound by any
                  conditions, definitions, warranties or representation with
                  respect to the subject matter hereof, other than as expressly
                  provided in this Agreement.

         9.3.     This Agreement shall be deemed made in and governed by and
                  interpreted in accordance with the laws of the State of New
                  York.

         9.4.     In the event that any section or subsection is held to be
                  invalid or unenforceable or inapplicable by a court of
                  competent jurisdiction, such invalidity or unenforceability
                  shall not affect the remainder of the provisions hereof, but
                  such part shall be fully severable, and this Agreement shall
                  be construed and enforced as if such invalid or unenforceable
                  or inapplicable part had never been inserted herein and the
                  parties do hereby agree that they would have signed this
                  Agreement without such invalid or unenforceable part included
                  herein.

         9.5.     This Agreement will be binding upon the respective parties
                  hereto, and their assignees, provided that neither party shall
                  assign this Agreement or any rights herein without the other
                  party's written consent. It is understood however that
                  Licensee shall have the right to assign this Agreement to one
                  of its affiliates upon written notice to Licensor.

         9.6.     The obligations in section 5 and in subsections 6.2 and 6.4
                  shall survive the termination of this Agreement.


IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their respective officers duly authorized, as of the date first mentioned in
this Agreement.

                                       11
<PAGE>

(Licensor)                                      PHON-NET.COM, INC.


                                                Per: /S/ BRIAN COLLINS
                                                ----------------------
                                                     Name:  Brian Collins
                                                     Title:  President and CEO

(Licensee)                                      VOLT INFORMATION SCIENCES, INC.


                                                Per: /S/ GERARD L. DIPIPPO
                                                --------------------------
                                                     Name:   Gerard L. DiPippo
                                                     Title:     Vice President







                                       12
<PAGE>




                                   SCHEDULE A
                                   ----------



                         SPECIFICATIONS OF THE SOFTWARE
                         ------------------------------

The Direct Connect software, developed by PHON-NET.COM and Quad-Linq Software is
designed to:

         1)       Allows CONSUMERS, using a single line phone and modem
                  connection to the Internet, to utilize the features of the
                  Direct Connect software.

         2)       Allows BUSINESSES, using a Direct Connect license (one-year
                  term), to set up Direct Connect icons on their business web
                  pages, allowing consumers to utilize the features of the
                  Direct Connect software.


CONSUMERS features and benefits include:

1.)      Direct Connect software is free to all consumers.

2.)      Direct Connect software installs the first time the icon is used.

3.)      Direct Connect software will automatically upgrade to the newest
         version when clicked any time after the initial installation.

4.)      Direct Connect features a direct (voice) connection, allowing consumers
         to connect to businesses from the Internet by placing a regular phone
         call with their single line phone and modem connection while viewing
         the business' web page. Specifically:

                  a)      Controls modem/phone connection.

                  b)      Auto dials the business.

                  c)      Alerts you to pick up the phone.

                  d)      Allows the consumer to view the web page and talk to
                          business simultaneously.

                  e)      When finished, the consumer hangs up and clicks the
                          "DONE" button.

                  f)      The Internet link is re-established.

                  g)      The Consumer can now talk to businesses without
                          logging on or off the Internet.



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5.)      Direct Connect also features an email option for consumers to receive
         an email of the business' specials, promotions, coupons, and/or
         information from a business by using the e-commerce (email) button. The
         consumer is able to enter any email address to receive the e-commerce
         email from the business. - Direct Connect's Voice mail feature, when
         used by the consumer is identical to the direct (voice) connection,
         except the call is placed to the business' message service or/and
         answering machine. Personal directories are provided for the consumer
         and include a Personal Phone Book and a History of the last 10
         Businesses called. Personal directories are available to the consumer
         through the Desktop and/or System Tray and can be used at any time
         whether connected to the Internet or not.

6.)      Consumers will have free technical support (during designated business
         hours)


DOWNLOAD SPEED COMPARISONS
--------------------------

SECTION 7         Current Size of Direct Connect: 184 KB

MODEM    MAXIMUM RATE     APPROXIMATE TIME TO DOWNLOAD IN MINUTES AND SECONDS
(MM:SS)

RATING   OF DOWNLOAD      TIME TO DOWNLOAD

(BITS/SEC)       (KBYTES/SEC)

56,600   6.5      00:25

33,600   4.2      00:39

28,800   3.6      00:44

SECTION 8         BUSINESS features and benefits include:
---------         --------

         1.)      The business will receive a one-year license for each Direct
                  Connect account.

         2.)      Unlimited use of each Direct Connect account on business web
                  pages.

         3.)      Easy to set up by a virtual on-line program.

         4.)      24 hr. a day, 7 days a week access to each Direct Connect
                  account with complete control over account information and
                  features.

         5.)      Illustrated printable instruction manual.

         6.)      Technical support (during designated business hours)

Each account will include the features of:

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         7.)      A direct (voice) connection to any telephone number used by
                  the business. A second telephone number option is available
                  and will be used by the software if the consumer should get a
                  busy signals from the primary telephone number.

         8.)      Email specials of unlimited length can be composed in standard
                  ASCII characters by the business for consumers to request and
                  receive.

         9.)      Voice mail: any telephone number and/or answering service may
                  be used by business.

Direct Connect is designed to work with a consumer's existing hardware. No
guarantee of service is offered if the consumer has no data modem with a regular
touch tone phone, or if single phone line is shared with a fax and/or custom fax
software, or if Internet connection is by ISDN, ADSL and/or cable modem, or if
computer is part of a LAN (Local Area Network) or WAN (Wide Area Network), or
any other hardware/software not identified as common for consumers. If a
consumer does not meet the pre-requisites needed to utilize the Direct Connect
software, the Direct Connect software, upon not find a modem, will assume the
consumer has a phone line available, and will display the business phone number
attached to the Direct Connect license.

Interface and Instructions for the Direct Connect software will be modified By
Phon-net upon agreement by both parties as to what will enhance clarity and
understanding from the consumer's point of view.

Direct Connect software is designed and tested to work with Windows 95 and
Windows 98 only. All operating systems including Unix and Macintosh may work
when running Microsoft Windows, however the software is not tested or supported
for alternative operating systems.

Direct Connect is designed to work with Java enabled Microsoft Internet Explorer
(version 4.0 and higher) and Netscape Navigator (version 4.0 and higher).
Pre-Java versions will not function properly with the software.

Although Direct Connect may work with uncommon and/or custom hardware/software
used by consumers, Direct Connect is designed for standard computers, standard
dial-up connections, and a touch tone phone (connected to the modem and/or same
telephone number).



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                                   SCHEDULE B
                                   ----------
                        PARTICULARS OF THE LICENSING FEE
                        --------------------------------

         1.       Upon activation of the Software, for each Listed Business in a
                  Volt Directory, Licensee shall incur the obligation to pay to
                  Licensor fifty (50%) percent of the Notional License Fee, in
                  accordance with the payment terms set forth in Section 3.

         2.       Upon activation of the Software, for each Listed Business in
                  any other directory, Licensee shall incur the obligation to
                  pay to Licensor the greater of fifty (50%) percent of the
                  Actual Sub-License Fee collected by Licensee in respect of
                  such Listed Business or thirty-five (35%) of the Notional
                  Sub-License Fee for such Listed Business, in accordance with
                  the payment terms set forth in Section 3.

         3.       The Notional License Fee shall be determined as follows:

                  (a)     For a Listed Business for whom an Icon appears next to
                          its Listing and whose Listing is linked to the Website
                          of such Listed Business where its own Icon appears:
                          $149.95

                  (b)     For any other Listed Business for whom an Icon appears
                          next to its Listing:  $99.95