CONTRACT
                                    --------




         THIS AGREEMENT IS DATED FOR REFERENCE the 3rd day of December, 1999
(hereinafter referred to as the "Agreement").

         BETWEEN:

                  ROGER L. BETTERTON, at the postal address of #1903-198
                  Aquarius Mews, Vancouver, British Columbia (hereinafter
                  referred to as "Betterton")

                  CHRISTOPHER E. GEORGELIN, at the postal address of 3340
                  Blundell Road, Vancouver, British Columbia (hereinafter
                  referred to as ("Georgelin")

AND:

                  PHON-NET.COM, INC., a British Columbia company with a place of
                  business and postal address at #600-750 West Pender Street,
                  Vancouver, British Columbia (hereinafter referred to as the
                  "Client")

         WHEREAS:

         A.       Georgelin provides services relating to the design and
                  development of software programs and systems;

         B.       The Client wishes to hire Georgelin as a contractor for the
                  purpose of providing the remaining services set out in an
                  Agreement between Quad-Ling Software, Inc. dated the 30th day
                  of June 1999.

         THEREFORE, in consideration of the mutual promises contained in this
Agreement, Betterton, Georgelin, and the Client agree as follows:

1.       SERVICES PROVIDED

         Georgelin will honor remaining services and agreements in Exhibit "A"
(hereinafter referred to as "Exhibit A") between Client and Quad-Ling Software,
Inc. dated the 30th day of June 1999.



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2.       PAYMENT FOR SERVICES PROVIDED

As full compensation for all services rendered hereunder, and in lieu of any and
all amounts that may have been payable to Quad-Ling Software, Inc. under the
initial Amended Agreement referred to as Exhibit A, the Client (i) agrees to
issue to those persons identified on Exhibit "B" (hereinafter referred to as
"Exhibit B"), an aggregate of one million (1,000,000) shares of the Client's
Common Stock (hereinafter referred to as "Common Shares"), on December 1, 1999
and (ii) hereby grants to those persons identified on Exhibit B hereto, options
to purchase two million (2,000,000) shares of the Client's Common Stock
(hereinafter referred to as "Option Shares"), exercisable at $.40 per share
beginning on the date of December 1, 1999, and continuing for a period of
eighteen (18) months hereafter. This agreement is to replace the Amended
Agreement between Quad-Ling Software, Inc. and the Client due to
non-performance. The Common Shares and Options received will be the remaining
balance of the Amended Agreement referred to in Exhibit A.

3.       CHOICE OF LAW

         The laws of the Province of British Columbia shall govern this
Agreement and any disputes arising from this Agreement.

4.       DISPUTE RESOLUTION

         All disputes arising out of or in connection with this Agreement, or in
respect of any defined legal relationship associated therewith or derived
therefrom, shall be referred to and finally resolved by arbitration administered
by the British Columbia International Commercial Arbitration Centre ("BCICAC")
pursuant to its rules, or if the Parties otherwise agree, by any other
arbitrator and pursuant to rules as agreed upon.

         If the parties agree not to have their dispute arbitrated by the
BCICAC, then any legal action with respect to this Agreement shall be commenced
at a court registry and be heard by a court within the City of Vancouver.

5.       ENTIRE AGREEMENT

         This Agreement, including the Exhibits, attached hereto, comprise the
entire Agreement between Betterton, Georgelin and the Client.

6.       EFFECTIVE DATE

         This Agreement comes into force on the 3rd of December, 1999.


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7.       EXECUTION BY TELECOPY

         This Agreement may be executed by the parties and transmitted by
facsimile transmission and if so executed and transmitted this agreement will be
for all purposes as effective as if the parties had delivered an unexecuted
original agreement.

         IN WITNESS of the foregoing, this Agreement has been signed by the
authorized signatories for Betterton, Georgelin, and the Client on the dates
noted below.

SIGNED by Roger L. Betterton                )
on the 3RD  day of DECEMBER, 2000           )
in the presence of:                         )      /S/ ROGER L. BETTERTON
                                                   -----------------------
                                            )      Roger L. Betterton
Name:  Mayumi Karoda                        )
Address:806 L1600 Beach Ave                 )
Van Couver, BC                              )


SIGNED by Christopher E. Georgelin          )
on the 3RD  day of DECEMBER, 2000           )
in the presence of:                         )      /S/ CHRISTOPHER E. GEORGELIN
                                                   -----------------------------
                                            )      Christopher E. Georgelin
Name:  Mayumi Karoda                        )
Address:806 L1600 Beach Ave                 )
Van Couver, BC                              )

SIGNED by Brian Collins, authorized         )
signatory for PHON-NET.COM, INC.,           )
on the 3RD  day of DECEMBER, 2000           )      PHON-NET.COM, INC., by its
in the presence of:                         )      authorized signatory:
                                            )
Name:  Mayumi Karoda                        )
Address:806 L1600 Beach Ave                 )
Vancouver, BC                               )      /S/
                                                   -----------------------------


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                                    EXHIBIT A



         Contract between Quad-Ling Software, Inc. and Phon-Net.com, Inc. dated
the 30th day of June, 1999.



<PAGE>



                                    EXHIBIT B


                                     NUMBER OF SHARES         NUMBER OF
NAME                                  COMMON SHARES            OPTIONS
----                                  -------------            -------

Roger L. Betterton                       640,000              1,280,000
RR 3, Box 142
Pana, IL 62557 S.S.#: ###-##-####

Christopher E. Georgelin                 360,000                720,000
3340 Blundell Road
Richmond, BC V7C 1G3
S.S.#: 731-986-063