DISTRIBUTION AGREEMENT
                             ----------------------

         This Distribution Agreement ("Agreement") is made this 8th day of
September 1999, by and between PHON-NET.COM, Inc., a Florida corporation
("PHON-NET"), and Wazzu Corporation. ("Distributor").

                                    RECITALS
                                    --------

         WHEREAS, PHON-NET is the owner of a software program called DIRECT
CONNECT ("Software").

         WHEREAS, the Software permits calls to be made, using a modem and
single touch tone phone line, from the Internet, by causing a temporary
interruption of the Internet connection, and placing a call to a designated
number, determined by a limited license account, allowing the computer user to
engage in conversation while viewing their (business) web page, using a phone
and regular phone call, with a sales or marketing agent or any designate of the
web site owner or agent, and to re-establish connection by clicking an icon on a
web page or by whatever means currently exist within the Software, now or later,
and to allow computer user to utilize an e-coupon/information feature, a voice
mail feature, and any other feature that may be available now or later.

         WHEREAS, the management of Distributor has sales and marketing
expertise.

         WHEREAS, PHON-NET desires to engage Distributor as the non-exclusive
value added reseller/distributor of the Software throughout only the U.S.A.. All
other countries need prior written approval from PHON-NET to Distributor.

         NOW, THEREFORE, the parties have agreed as follows:

1.   Appointment. PHON-NET grants Distributor the non-exclusive right to
     distribute, market and license the Software throughout the U.S.A. only, in
     accordance with the terms and conditions of this Agreement.

2.   Obligations of PHON-NET.COM

     a)  Promotional Material. PHON-NET will provide Distributor with draft
         marketing materials for use in marketing, installing and using the
         Software, without charge to Distributor.

     b)  Bug Fixes. PHON-NET will provide and handle all bug fixes for the
         Software, without charge to Distributor or any of its customers.

     c)  Enhancements. PHON-NET, at its sole discretion, may provide Distributor
         with enhancements for the Software, without cost to Distributor or any
         of its customers.

     d)  Training. PHON-NET will provide Distributor with technical training
         without charge as requested from time to time by Distributor. All
         technical support provided by PHON-NET to all customers.

     e)  Reserved Rights. PHON-NET reserves the right to substantially modify
         the Software for the purpose of eliminating any code, which infringes
         any third party's proprietary rights. In such event that a modification
         is made by PHON-NET, PHON-NET agrees to provide such number of free


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         limited license units of Software that Distributor can provide copies
         to all customers who currently hold a limited license unit of Software
         that has not expired prior to the date the Software is modified.

     f)  Technical Requirements. PHON-NET shall ensure the technical
         requirements for installing and running the Software and all technical
         support for each customer are performed and provided by PHON-NET.

     g)  Software Support. PHON-NET will provide full and complete Software
         Support to all customers of the Software by providing a toll free
         telephone number that will be staffed for a minimum of eight (8) hours
         per day, seven days per week.

3.   Obligations of Distributor. Distributor will bear all expenses for its
     operation and staff. Distributor will use best efforts to advertise and
     promote the Software, including but not limited to the method of promotion
     as set out in EXHIBIT "C", at Distributor's expense, and to license the
     Software. Distributor may prepare marketing materials, which PHON-NET and
     Distributor jointly shall review and approve prior to use. Any and all
     marketing materials created and prepared by or for Distributor shall be
     exclusively owned by PHON-NET, and any of its other value added resellers
     or any third party shall have rights to those materials developed and owned
     by PHON-NET, including, but not limited to, intellectual property rights
     such as copyrights.

4.   Demonstration Copies. PHON-NET will provide 5 samples licenses for
     demonstration purposes for the term of this agreement.

5.   Price and Payment. PHON-NET will sell to Distributor and Distributor will
     purchase from PHON-NET, Software on the following terms and conditions:

     a)  Orders and payment for the Software shall be as follows:

         i)   Distributor shall acquire limited use license for the Software as
              set forth in EXHIBIT "A" attached hereto.

        ii)   The parties to this Agreement contemplate that the customer of
              Distributor shall be charged an installation charge, monthly
              charge and transaction charge as set forth in EXHIBIT "B".
              Distributor shall pay PHON-NET the amounts set forth in EXHIBIT
              "B" for each limited license unit of Software electronically
              activated by PHON-NET, there being no charge for any monthly
              charge or transaction fee, if any, that Distributor may charge its
              customers. Distributor shall make payment for the Software by
              check within ten (10) days of the end of the month for the
              installation charges on new sales of Software licenses activated
              by PHON-NET made in the prior calendar month. For example,
              Distributor shall make payment on October 10, 1999 for charges
              invoiced by each party in the month of September 1999. PHON-NET
              may change the charges set forth on EXHIBIT "B" upon thirty (30)
              days prior written notice. Distributor must disclose all final
              sale figures and revenues to PHON-NET.

     b)       PHON-NET may add or delete Products from EXHIBIT "A" from time to
              time; provided, however, Distributor shall be given fifteen (15)
              days notice of any Software added or deleted, or changes in the
              license thereto.

     c)       PHON-NET shall electronically activate the Software in the form
              of blank license accounts, as required by Distributor's sales, and
              that


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<PAGE>

         means to distribute, electronically by e-mail and manually by phone or
         fax or mail or any other applicable means, all purchased accounts will
         be provided to Distributor by PHON-NET. Orders may be placed by the
         Distributor for any quantities at any time, provided such orders are
         set forth in writing. PHON-NET shall confirm the orders with
         Distributor prior to electronically activating the customer's license.
         Distributor shall have the right to cancel all or any portion of any
         order prior to electronic activation of the customer Software
         license(s). PHON-NET shall use its best efforts to electronically
         activate each customer's license account as soon as practicable, but in
         all cases within 72 hours of date of order provided PHON-NET has the
         appropriate client information. In the event that PHON-NET does not
         have the ability to electronically activate the Software license within
         72 hours, it shall immediately inform Distributor in writing, and
         Distributor shall pay the license fee to PHON-NET when such Software is
         electronically activated.

6.   Product Promotion; Costs of Promotion. Distributor agrees to take all steps
     reasonably necessary to continue to protect the corporate image of the
     Software and of the name of PHON-NET. Distributor agrees to provide
     PHON-NET with all promotional and advertising materials that Distributor
     may produce for the advertisement, promotion or sale of the Software prior
     to the use thereof. PHON-NET has the right, in its sole discretion, to
     approve or disapprove of the use of the promotional and advertising
     materials. Distributor agrees to use no other promotional and advertising
     materials relating to the Software unless it has first obtained the consent
     to use such promotional and advertising materials from PHON-NET.
     Distributor agrees to bear all costs and expenses related to the
     promotional and advertising materials.

7.   Limitation of Liability. In no event shall either party be liable for any
     indirect, special or consequential damages (including but not limited to
     loss of anticipated profits) in connection with or arising out of this
     Agreement or the furnishing, functioning, use, distribution or marketing of
     the Software or any related item or service provided by PHON-NET or
     Distributor.

8.   Term and Termination. This Agreement shall not be terminated or subject to
     cancellation by either party for before September 8th, 2000, except as
     provided for herein below.

     a)  Either party has materially defaulted on or breached any section of
         this Agreement which has not been cured within ten (10) business days
         of notice of the material default or breach alleged by the notifying
         party;

     b)  Either party becomes insolvent, bankrupt or the subject of a
         receivership;

     c)  Either party makes a general assignment for the benefit of
         creditors;

     d)  Mutual consent of the parties;

9.   Relationship of Parties. Neither PHON-NET nor Distributor is authorized to
     oblige the other party or act in the name of the other party other than as
     stated in this Agreement. The Agreement does not create a joint venture,
     partnership or association.

10.  Proprietary Rights.

     a)  Ownership by PHON-NET. The parties agree that PHON-NET owns all
         proprietary rights, including copyrights, patents and trade secrets, in
         and to the Software and that this Agreement does not transfer ownership
         of any of these rights.

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<PAGE>

     b)  Limitation on Use of Software. Distributor will use all computer
         programs, documentation and information consisting of or containing
         proprietary information related to the Software solely for the purpose
         of performing under this Agreement if provided by PHON-NET. Distributor
         will not modify or cause others to modify the Software, without the
         prior written consent of PHON-NET.

11.  Indemnification. PHON-NET shall indemnify and hold harmless Distributor
     against any and all liability, suits, claims, losses, damages and
     judgements, and shall pay all costs (including reasonable attorney's fees)
     and damages to the extent that such liability, costs or damages arise from
     a claim that the Software infringes any third party's United States patent
     or copyright. PHON-NET, at its option, may defend or settle any such
     action, or any part thereof brought against Distributor arising from a
     claim that such infringement as described herein has occurred. PHON-NET's
     obligations under this Section are conditioned upon its being given (i)
     prompt notice of each such claim received in writing by Distributor and
     (ii) the right to control and direct the investigation, defense and
     settlement of each such claim. The provisions of this Section shall survive
     any termination of this Agreement.

12.  No Warranty to Distributor. PHON-NET PROVIDES DISTRIBUTOR NO WARRANTIES,
     CONDITIONS, GUARANTEES OR REPRESENTATIONS AS TO MERCHANTABILITY OR FITNESS
     FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTIES, CONDITIONS, GUARANTEES OR
     REPRESENTATIONS, EXPRESS OR IMPLIED, ORAL OR IN WRITING, REGARDING THE
     SOFTWARE, ITS PERFORMANCE OR OTHERWISE RELATED TO THIS AGREEMENT.

13.  Attorney's Fees. The parties will bear their own legal fees and costs in
     connection with the disputed, negotiations and document preparation leading
     up to and covered by this Agreement. If any party institutes any action or
     proceeding in connection with this Agreement, the prevailing party shall be
     entitled, in addition to such other relief as may be granted, to be
     reimbursed by the losing party for all costs and expenses incurred thereby,
     including, but not limited to, reasonable attorney's fees (including
     pre-judgement and post-judgement) and costs.

14.  Entire Agreement. Except as provided herein, this Agreement is the entire
     agreement between the parties, and all prior negotiations, representations
     or agreements between the parties are merged into this Agreement.

15.  Severability. The invalidity, in whole or in part, of any provision of this
     Agreement shall not affect the validity or enforceability of any other of
     its provisions.

16.  Headings. The paragraph or section headings in this Agreement are used for
     convenience only. They form no part of this Agreement and are in no way
     intended to alter or affect the meaning of this Agreement.

17.  Applicable Law; Venue. This Agreement shall be construed in accordance with
     and all disputes hereunder shall be governed by the laws of the State of
     Florida and the United States of America. All actions or proceedings
     connected with this Agreement shall be brought only in the Federal court of
     the United States of America. The parties, including any assignee of this
     Agreement, hereby consent to the jurisdiction and venue of such courts.

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<PAGE>

18.  Counterparts. This Agreement may be executed in two or more counterparts,
     each of which shall be an original, but all of which shall constitute one
     and the same instrument.

19.  Binding effect. This Agreement shall bind and inure to the benefit of the
     heirs, personal representatives, successors and permitted assigns of the
     parties.

20.  Notices.

     a)  Communication. All notices, requests, demands, or other communications
         under the Agreement shall be in writing. Notice shall be sufficiently
         given for all purposes as follows:

         i)   Personal delivery. When personally delivered to the recipient.
              Notice is effective on delivery.

         ii)  First-class mail. When mailed first class to the last address of
              the recipient known to the party giving notice. Notice is
              effective three (3) mail delivery days after deposit in a United
              States Postal Service office or mailbox.

         iii) Certified mail. When mailed certified mail, return receipt
              requested. Notice is effective on receipt, if delivery is
              confirmed by a return receipt.

         iv)  Overnight delivery. When delivered by overnight delivery Federal
              Express/Airborne/United Parcel Service/DHL WorldWide Express,
              charges prepaid or charged to the sender's account. Notice is
              effective on delivery, if delivery is confirmed by the delivery
              service.

         v)   Telex or facsimile transmission. When sent by telex or fax to the
              last telex or fax number of the recipient known to the party
              giving notice. Notice is effective on receipt, provided that (a) a
              duplicate copy of the notice is promptly given by first-class or
              certified mail or by overnight delivery, or (b) the receiving
              party delivers a written confirmation of receipt. Any notice given
              by telex or fax shall be deemed received on the next business day
              if it is received after 5:00 p.m. (recipient's time) or on a
              nonbusiness day. Addresses for purposes of giving notice are as
              follows:

                  Distributor:      Mr. Jayme Amirie, CEO
                                    Wazzu Corporation
                                    10175 Slater Avenue, Suite 200
                                    Fountain Valley, CA 92708

                  PHON-NET:         Mr. Brian Collins, President
                                    PHON-NET.COM
                                    600-750 West Pender Street
                                    Vancouver, British Columbia
                                    Canada V6C 2T7
                                    Facsimile (604) 437-3070

     b)  Any correctly addressed notice that is refused, unclaimed, or
         undeliverable because of an act or omission of the party to be notified


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<PAGE>

         shall be deemed effective as of the first date that said notice was
         refused, unclaimed, or deemed undeliverable by the postal authorities,
         messenger, or overnight delivery service.

     c)  Any party may change its address or telex or fax number by giving the
         other party notice of the change in any manner permitted by this
         Agreement.

21.  Amendment. This Agreement and the exhibits set forth the entire
     understanding of the parties with respect to the subject matter of this
     Agreement and supersede all prior agreements, understandings and
     negotiations with respect to the subject matter hereof. Any amendment to
     this Agreement must be in writing and signed by both parties.

22.  Waiver. Failure by either party to enforce at any time or for any period of
     time the provisions of this Agreement shall not be construed as a waiver of
     such provisions, and shall in no way affect such party's right to later
     enforce such provisions.

23.  Exhibits. Each of the Exhibits described in this Agreement shall be deemed
     to be incorporated herein by this reference as if fully set forth herein.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
to be effective as of the date and year first above written.


                                  "PHON-NET"
                                  PHON-NET.COM, Inc.,



                                  By: /S/ BRIAN COLLINS
                                  ----------------------------------
                                  Brian Collins, President and CEO


                                  Wazzu Corporatioin
                                  10175 Slater Avenue, Suite 200
                                  Fountain Valley, CA 92708



                                  By: /S/ JAYME AMIRIE   9/23/99
                                  ------------------------------
                                  Jayme Amirie, CEO



                                       6

<PAGE>

                                    EXHIBIT A
                                    ---------
                                Software License

             PHON-NET.COM DIRECT CONNECT SOFTWARE LICENSE AGREEMENT

BY INSTALLING OR USING DIRECT CONNECT SOFTWARE (THE "PRODUCT"), THE INDIVIDUAL
OR ENTITY LICENSING THE PRODUCT ("LICENSEE") IS CONSENTING TO BE BOUND BY AND IS
BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE
TERMS OF THIS AGREEMENT, THE LICENSEE MUST NOT INSTALL OR USE THE SOFTWARE.

1. LICENSE AGREEMENT. As used in this Agreement "Licensor" shall mean
PHON-NET.COM except under the following circumstance: if Licensee acquired the
Product through an authorized Distributor or as a bundled component of a third
party product or service, then such third party and/or Distributor shall be
Licensor.

2. RESTRICTIONS. Except as otherwise expressly permitted in this Agreement, or
in another PHON-NET.COM agreement to which Licensee is a party, Licensee may
not: (i) modify or create any derivative works of the Product or documentation,
including translation or localization; (ii) decompose, disassemble, reverse
engineer, or otherwise attempt to derive the source code for the Product; (iii)
redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer
rights to the Product; (iv) remove or alter any trademark, logo, copyright or
other proprietary notices, legends, symbols or labels in the Product; or (v)
publish any results of benchmark tests run on the Product to a third party
without PHON-NET.COM's prior written consent.

3. FEES. Purchase of the Product is for 12 months. Licensee will be notified of
expiry after 11 months with option to renew at whatever current market price is.

4. TERMINATION. Without prejudice to any other rights, Licensor may terminate
this Agreement if Licensee breaches any of its terms and conditions. Upon
termination, Licensor may delete license account.

5. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights
in the Product shall remain in PHON-NET.COM and/or its suppliers. Licensee
acknowledges such ownership and intellectual property rights and will not take
any action to jeopardize, limit or interfere in any manner with PHON-NET.COM's
or its suppliers' ownership of or rights with respect to the Product. The
Product is protected by copyright and other intellectual property laws and by
international treaties. Title and related rights in the content accessed through
the Product is the property of the applicable content owner and is protected by
applicable law. The license granted under this Agreement gives Licensee no
rights to such content.

6. DISCLAIMER OF WARRANTY. THE PRODUCT IS PROVIDED WITH A 365 DAY LICENSE, AND
WITH WARRANTIES THAT IT IS FREE OF DEFECTS, AS OUTLINED IN THE OWNER/TECHNICAL
MANUAL. MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. SHOULD THE
PRODUCT PROVE DEFECTIVE IN ANY RESPECT, LICENSOR SHALL ASSUME THE RESPONSIBILITY


<PAGE>
OF CORRECTING ANY SUCH DEFECT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER
EXCEPT UNDER THIS DISCLAIMER.

7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF
OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS
OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL
OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF,
AND REGARDLESS OF THE LEGAL OR

EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN
ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT
SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS
LICENSE (IF ANY).

8. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between
the parties concerning the subject matter hereof. (b) This Agreement may be
amended only by a writing signed by both parties. (c) Except to the extent
applicable law, if any, provides otherwise, this Agreement shall be governed by
the laws of the U.S.A. and CANADA, excluding its conflict of law provisions.




<PAGE>




                                    EXHIBIT B
                                    ---------


Limited (one year) software license unit - $99.00 U.S. Dollars /each

Installation Charge - $0.00 U.S. Dollars

Monthly Charge - $0.00 U.S. Dollars

Per Transaction Charge $0.00 U.S. Dollars





<PAGE>

                                    EXHIBIT C
                                    ---------


     Distributor being a source of web page development and e-commerce solutions
         for small and medium businesses in the U.S.A., Distributor agrees to
         add the DIRECT CONNECT icon software limited license to all business
         customer web pages (main index page) in Distributor's database for a
         period of six months and to market for sale to said businesses for
         continued limited license service of the Software.

     PHON-NET.COM agrees to supply required number of limited licenses,
         numbering approximately 20,000 (not to exceed 25,000), for a period of
         six months, to Distributor's customers, to aid in promotion and sale of
         the Software.

     PHON-NET.COM and Distributor agrees to share and use the list of businesses
         that receive the six month limited license Software for use in
         promotion of the Software.

     Thisagreement is based on providing limited license service to all members
         of Distributor's database for an initial six months. Distributor agrees
         to invoice all businesses that receive the limited license service,
         within 30 days of the limited license service installation.

     Promotion is not a six-month free limited license, but constitutes an
         opportunity for businesses to receive 18 months of service for the cost
         of twelve months of service. However businesses will not be obligated
         to purchase a Software limited license for the installation and use of
         the Software limited license in the first six months.

     Any limited license issued to businesses and not purchase after the elapse
         of six months, under the terms of this contract will be terminated. The
         license issues under the terms of "EXHIBIT C" may be terminated at any
         time it is determine that Distributor is unable to invoice businesses
         or properly promote the sale of the software.