<PAGE>

                                                                    EXHIBIT 10.7



                                    MITEL(R)
                                  CARIBBEAN VAR
                                    AGREEMENT


                                  2001 VERSION

                                 BY AND BETWEEN

                              MITEL NETWORKS, INC.

                                       AND

                           CORTELCO SYSTEMS, PR, INC.


                                     Page 1                            June 2001
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     Page #
                                                                                     ------
<S>      <C>                                                                         <C>
1.       APPOINTMENT OF MITEL VAR...................................................      3
2.       TERM.......................................................................      4
3.       TERRITORY..................................................................      4
4.       MITEL'S OBLIGATIONS TO VAR.................................................      5
5.       VAR'S OBLIGATIONS TO MITEL.................................................      8
6.       PRICE, ORDER ENTRY AND SHIPMENT TERMS AND CONDITIONS.......................     10
7.       SHIPMENT, DELIVERY, TITLE, RISK OF LOSS, INSPECTION, AND CANCELLATION......     11
8.       PRODUCT WARRANTIES.........................................................     12
9.       PRODUCT SPECIFICATION CHANGES..............................................     12
10.      SOFTWARE LICENSE...........................................................     12
11.      PATENT OR TRADEMARK INFRINGEMENT...........................................     12
12.      INDUSTRIAL AND TRADE SECRETS...............................................     13
13.      INDEPENDENT CONTRACTORS....................................................     14
14.      TERMINATION................................................................     14
15.      MISCELLANEOUS..............................................................     15
16.      ELECTRONIC MAIL AND INTERNET CONNECTIVITY..................................     18
17.      MITEL PASSWORDS............................................................     18
18.      SOFTWARE AND SOFTWARE TOOLS................................................     18
19.      ATTORNEY FEES..............................................................     18
20.      VAR BENEFIT HANDBOOK.......................................................     18
</TABLE>

<TABLE>
<CAPTION>
SCHEDULES ATTACHED
<S>               <C>
Schedule A        Primary Area of Responsibility and Minimum Annual Purchase Requirement

Schedule B        Caribbean Product Warranty for Mitel VARs

Schedule C        Elite VAR Professional Services Requirements for Sale of March Networks
                  3200 ICP / 3330 ICP Products

Schedule D        Volume Based Discounts

Schedule E        Bilateral Software License Agreement

Schedule F        Platinum Elite VAR Program

Schedule G        Mitel Services Program

Schedule H        Customer Service and Support Requirements

Schedule I        Training / Certification

Schedule J        Tri-Party HCI / MiTAI RunTime License Agreement

Schedule K        Sales Order Acknowledgement / Terms and Conditions of Sale

Schedule L        Sublicense Agreement
</TABLE>


                                     Page 2                            June 2001
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                          MITEL CARIBBEAN VAR AGREEMENT

INTRODUCTION. This Mitel Caribbean VAR Agreement (which together with all
Schedules attached hereto, is hereinafter referred to as the "Agreement")
entered into this 7th day of December, 2001, by and between MITEL NETWORKS
CORPORATION, a Canadian corporation having its principal place of business at
350 Legget Drive, Kanata, Ontario, K2K 1X3 (hereinafter referred to as "Mitel")
and CORTELCO SYSTEMS, PR, INC., a(n) __________________ corporation, with its
principal place of business located at P.O. BOX 363665, SAN JUAN, PUERTO RICO
00936-3665 (hereinafter referred to as "VAR").

WHEREAS, Mitel is continually engaged in the research and development of state
of the art communication solutions and it desires to appoint certain quality
Value Added Resellers (VARs) to market, sell, install, and maintain certain of
its most leading edge products in a way that meets Mitel's highest standards in
order to enhance the goodwill of the Mitel name and product lines in the
industry. Mitel has two VAR levels, VARs which primarily sell the traditional
Time Division Multiplexor ("TDM") product lines (e.g. SX-200 & SX-2000),
however, Elite VARs also have the ability to sell Mitel's Voice Over Internet
Protocol ("VOIP") product family, as well, under certain restricted conditions;
and, 2) Platinum Elite VARs, which constitute Mitel's premier authorized
reseller channel. Platinum Elite VARs are appointed to distribute Mitel's VOIP
product family in addition to the traditional TDM products. Both levels also
sell Mitel's various desktop devices, as well as, Mitel peripherals, including
Mitel's messaging offerings.

NOW THEREFORE, in consideration of the mutual covenants flowing by and between
the parties hereto, the parties, intending to be bound, hereby agree, in
writing, as follows:

1. APPOINTMENT OF MITEL VAR.

         a) Mitel hereby appoints VAR to purchase and market, sell, lease,
install, and maintain certain versions of Mitel brand communications solutions
(hereinafter "PRODUCTS") that appear in the Mitel Caribbean Price List provided
through Mitel OnLine. The appropriate listing for you is as located in your
password protected Mitel On-Line site depending on whether you are appointed by
Mitel as an Elite VAR or as a Platinum Elite VAR. A traditional hard copy of the
appropriate price list is also available from Mitel upon request but Mitel
reserves the right to charge a fee for such. Such price list is incorporated by
reference herein. Mitel will update the Mitel Caribbean Price List from time to
time. Mitel will provide VAR thirty (30) day's prior written notice, via Mitel
On-Line of any price changes and/or additions to such. It is the responsibility
of the VAR to periodically review the price list in order to ensure it has
current pricing when providing quotations to end users. VAR also agrees to
utilize the Mitel On-Line configuration tool for quality control purposes
subject to applicable terms and conditions, disclaimers and warnings regarding
its utilization. VAR agrees to keep the Mitel Caribbean Price list strictly
confidential. Mitel PRODUCTS will be sold and/or licensed (in the case of
software) to VAR directly from Mitel.

         b) VAR agrees to sell or sub-license (in the case of software) Mitel
PRODUCTS only to its own end-user customers for installation and use in the
Caribbean; VAR agrees not to sell (or trans-ship) Mitel PRODUCTS to wholesalers
or other value added resellers or dealers, interconnects or brokers of
communication solutions (whether authorized resellers of Mitel or otherwise)
without first obtaining the express written consent of an Officer of Mitel.

         c) VAR also agrees not to export Mitel PRODUCT from the Caribbean PAR
it is assigned (see paragraph #3 below) without first obtaining the prior
express written consent of an Officer of Mitel.

         d) This appointment by Mitel is nonexclusive, and Mitel expressly
reserves the right, in its reasonable discretion, to appoint other VARs who are
in competition with VAR, as well as to sell through telephone companies
(hereinafter referred to as "telcos"), as it sees fit, from time to time
hereafter. Mitel also reserves the right, in its reasonable discretion, to
hereafter develop new channels of distribution through which certain new
PRODUCTS may be best sold including but not limited to CLEC's, ISP's, Carriers
and Data VARs). Access to such channels will be based on meeting certain
standards as set by Mitel from time to time in its reasonable discretion.

         e) VAR agrees to use its best efforts to legally and ethically promote
the sale, lease, licensing, installation, service, and maintenance of all

                                     Page 3                            June 2001
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PRODUCTS in its assigned territory. VAR likewise agrees not to tortiously
interfere with the advantageous contractual and/or business relationships of
other Mitel authorised VARs and/or distributors of PRODUCTS or the provision of
services for Mitel PRODUCTS (e.g., installation and/or maintenance) inherently
related to such. VAR also understands and agrees to the implied covenant of good
faith and fair dealing as well as agreeing to abide by fair trade practices with
respect to the purchase and sale of Mitel PRODUCTS and the provision of services
for such.

2. TERM. This Agreement shall commence upon execution, and expire on April 30,
2002. Mitel may elect to renew the agreement for an additional one year term
provided Mitel has given notice of such no later than April 1, 2002. This
Agreement also may be terminated in accordance with Paragraph 14 hereinbelow.
Unless otherwise stated herein, "yearend" or "fiscal year end" shall be April
30th and a number of days shall be considered as calendar days. For Financial
accounting purposes it is understood that Mitel closes its books on its year on
the last Friday in April each year.

3. TERRITORY.

         a) VAR's Primary Area of Responsibility (herein after referred to as
"PAR") for the distribution and support of Mitel PRODUCTS shall be as listed on
SCHEDULE A attached to and made a part of this Agreement. Mitel may authorise,
in its reasonable discretion, distribution of Mitel PRODUCTS by VAR outside of
VAR's PAR on a case by case basis or on a pre-approved blanket basis in certain
instances. VAR is required to obtain prior written permission from Mitel,
however, before attempting to make sales of Mitel PRODUCT outside its PAR. VAR
must assure Mitel that all proposed sale will be installed, supported and
maintained in strict accordance with Mitel standards and in conjunction with, if
reasonably necessary, an authorised Mitel VAR operating in the area where the
Mitel PRODUCTS is to be installed or by Mitel itself if it has such
capabilities in the area where installation is to occur. VAR is also required to
comply with Mitel's Out-Of-PAR Permission Policy which is available for review
via Mitel-OnLine.

         b) In the event of unauthorized sales of Mitel PRODUCTS outside of the
PAR, said sales do not count towards VAR's Minimum Purchase Requirement (MPR),
as hereinafter defined. Mitel may also declare a default or material breach
under this Agreement for disregard of this covenant by VAR.

         c) VAR understands and agrees that Mitel may, in its reasonable
discretion, appoint other VARs within VAR's PAR (to overlap same in whole or in
part) as well as other channels (see paragraph 1c, above) and, in its
discretion, also may sell direct (including but not limited to through its
subsidiary Mitel Network Solutions, or through Telcos, or through Dedicated
Accounts sales within a VAR's PAR. VAR understands and agrees that Mitel may
consider, among other factors, the overall potential for Mitel sales in a PAR in
determining the appropriate number of VARs to have in a particular PAR. VAR
understands and agrees that it must first subscribe to the PAR where its
corporate headquarters is located before it may request another PAR (s)
elsewhere, contiguous or otherwise.

         d) VAR understands and agrees that Mitel has certain exclusive
arrangements with certain telcos and will not, therefore, award a PAR to an VAR
to sell Mitel Product in certain Caribbean areas.

         e) Only Mitel's Professional Services Group, VARs or Mitel authorized
resellers that also employ technicians certified by Mitel on the PRODUCTS to be
installed may be used as a Subcontractor or with respect to a Teaming or Agency
Agreement for the installation and maintenance of PRODUCT, whether in PAR or
Out-Of-PAR. If the VAR requesting Out-Of-PAR approval will or may utilise a
Subcontractor for performance, in whole or in part, of the Out-Of-PAR work, then
the VAR must also first identify and properly register the VAR, or Mitel
authorized reseller that is to be the Subcontractor, all in accordance with
Mitel marketing policy.

         f) To the extent VAR chooses to promote Mitel PRODUCTS via a web site
on the internet, VAR agrees to place the following statement in a prominent,
conspicuous location on all pages promoting Mitel PRODUCTS in no less than 12
point type and in all caps as follows: "THIS PROMOTION OF MITEL PRODUCTS IS NOT
INTENDED AS A SOLICITATION OF ANYONE LOCATED OUTSIDE OF OUR PRIMARY AREA OF
RESPONSIBILITY WHICH IS (at this point insert the name of the town(s) and/or
county(ies) that comprise your PAR(s)." Should VAR wish to advertise Product
pricing via their web site or otherwise via the internet, VAR shall comply with
Mitel's Web Advertising Policy read in conjunction

                                     Page 4                            June 2001
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with Mitel's Out-Of-PAR Permission Policy, as defined in paragraph 5(u) below;
additionally both policies are available for review via Mitel On-Line. VAR
understands and agrees that internet opportunities that are out-of-PAR are to be
handled exactly the same as non-internet opportunities in terms of the need to
obtain and receive prior written permission from Mitel before proceeding with a
particular sale or sales. Mitel reserves the right to audit compliance with this
provision and VAR agrees to co-operate with Mitel in complying with the spirit
of this provision to avoid the solicitation and acceptance of out of PAR
business without first seeking and obtaining Mitel's prior express written
consent for each such proposed sale.

4. MITEL'S OBLIGATIONS TO VAR.

         a) Materials/Documentation. Mitel agrees to provide VAR with a
reasonable number of copies of instructions concerning ordering procedures,
installation and technical manuals, customer training, and promotional material
related to Mitel PRODUCTS at Mitel's then current price. Mitel reserves the
right to provide such to VAR via Mitel On-Line. Mitel hereby grants VAR the
right to reproduce written materials provided by Mitel even if said written
materials are copyrighted, but VAR agrees to comply with Mitel's written
copyright specifications and only to use such reproduced materials for a Mitel
authorised purpose also please see subsection 4d) below for further requirements
regarding such use.

         b) Manufacture and Supply of Mitel Products, Accessories, and Spare
Parts. Mitel agrees to use its best efforts to provide VAR with Mitel PRODUCTS
in sufficient quantities to facilitate VAR's reasonable needs (remanufactured
product availability is, however, subject to market conditions).

         c) Access to Technical Training Programs. Mitel agrees to provide VAR
personnel with access to training courses in order that VAR may be able to meet
the minimum certification standards regarding training, as hereinafter described
in Paragraph 5, sub-paragraphs (h) and (m).

         d) Access to Mitel Trademarks, Logos, and Insignia. Mitel agrees to
provide VAR with current specifications of Mitel trademarks, logos, and insignia
in the form of advertising and promotional materials supplied by Mitel for use
by VAR in advertising and promotion of Mitel PRODUCTS. VAR is permitted to state
it is a Mitel Elite VAR or, if appointed, a Platinum Elite VAR, in the promotion
of such products, but VAR shall not use the name Mitel or any of Mitel's brand
names or trademarks in its own name and/or tradename and/or its products or
service trade marks (actual or fictitious) without the prior express written
consent of Mitel, and VAR, likewise, agrees to conform to Canadian Trademark
Law, as well as relevant portions of the published Mitel Graphic Standards
Manual in utilising Mitel marks and material. Mitel hereby grants VAR the right
to reproduce written materials provided by Mitel even if said written materials
are copyrighted, but VAR agrees to comply with Mitel's written copyright
specifications and to use such reproduced materials only for a Mitel authorised
purpose.

         e) Non-Disclosure of Confidential Information. Mitel agrees to use its
best efforts to prevent the disclosure of or unauthorised use of any
confidential information provided to Mitel by VAR in compliance with the terms
of this Agreement.

         f) Product Warranty. Mitel agrees to provide VAR with its Mitel
Caribbean Product Warranty (a true copy of which is attached as SCHEDULE B),
with respect to PRODUCTS sold or licensed by Mitel to VAR hereunder and VAR
agrees to extend its version of Mitel's Caribbean Product Warranty to its
end-user, subject to including, in concept Mitel's material terms and
conditions, disclaimers, and limitations of liability. Mitel also makes
available to VAR on a non-transferable basis, an Extended Hardware Warranty, the
terms and conditions of which are also reflected on SCHEDULE B. Procedures and
policies for both in and out-of warranty repair services and the Repair Price
List shall also be provided for via Mitel On-Line.

         g) Ongoing Technical Support and Field Services. Mitel agrees to
provide ongoing technical support, including necessary field services, to VAR at
then current rates, plus reasonable costs for transportation, lodging, and
meals. From time to time, Mitel may introduce release levels of software
("Release Levels"), which upgrade the capability of and/or disseminate generic
corrections to Mitel software. When these new Release Levels are made available
commercially, they shall be provided at nominal cost to VAR if the new Release
Level is of a corrective nature. If, however, new features are incorporated in
addition to operational corrections and/or if the Release consists solely of new
features or functionality, then VAR still will be provided with

                                     Page 5                            June 2001
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the corrections as aforesaid, but new features will be made available to VAR at
the then current VAR price for such new features. Mitel reserves the right to
give sixty (60) days prior written notice that it will no longer provide
out-of-warranty after market technical support to a particular PRODUCT and/or
Release Level.

         h) Right to VAR Comfort Letter. Mitel, in its reasonable discretion,
shall provide VAR's enduser with a VAR Comfort Letter, in conformity with a
reasonable and customary request (according to industry practice) from an
end-user or its communications consultant, but only to the extent VAR has
followed the RFP Response Centre's rules and regulations regarding prior review
and approval of proposed RFP submittals.

         i) Dedicated Account Executive. Mitel will assign a specific Mitel
Account Executive to VAR to assist it, on a full or part-time best efforts basis
as Mitel deems appropriate, in promoting the sale of Mitel PRODUCTS within its
PAR.

         j) Pre-Sale Engineering. Mitel Sales Engineering and a dedicated Mitel
Account Executive will assist VAR in configuring special system applications.
Mitel will provide VAR with Applications Engineering Bulletins and Technical
Bulletins as they are published (or posted on electronic bulletin boards) from
time to time.

         k) Protected Product Distribution and Professional Services Group
Process. VAR will be offered the appropriate (see paragraph 1) entitled
Appointment of Mitel VAR SX-2000 as well as the appropriate March Networks 3200
ICP and 3300 ICP PRODUCT line and peripherals on a quasi-exclusive basis in its
PAR (subject to rights of other VARs whose PAR may overlap VAR's PAR in whole or
in part and subject to Mitel's right to sell direct, as stated in paragraphs
l.d) and 3.c) above) for a period of time after product introduction. Elite VARs
will be required to purchase certain services from Mitel's Professional Services
Group in order to distribute the March Networks 3200 ICP and/or 3300 ICP PRODUCT
family, however, as per the terms and conditions of the attached SCHEDULE C.
Elite VAR understands and agrees that this requirement is based on the need for
certain technical certification, skills and experience (e.g. MCSE and LAN
certification) in order to be able to properly sell, install and maintain the
March Networks 3200 ICP and 3300 ICP PRODUCTS. Mitel reserves the right to add
products to or subtract products from the Caribbean Mitel Price List as same are
developed and/or discontinued from time to time and Mitel agrees to give VAR
thirty (30) days prior written notice before adding such to the Canadian Mitel
Price List or deleting such from the Canadian Mitel Price List.

         l) Competitive Analysis. VAR will be provided access to the most
current competitive analysis information developed by Mitel concerning Mitel's
competitors, but VAR agrees not to distribute same without first obtaining
Mitel's prior written permission and VAR agrees to indemnify Mitel should such
unauthorised distribution and/or publication cause liability to Mitel.
Competitive Analysis information is also made available via Mitel On-line.

         m) Advertising Support Material. VAR will receive certain materials
from Mitel to enable it to generate print advertising, including, but not
limited to, prepared ad slicks for reproduction, a proposed "Yellow Pages" ad
and colour photos of Mitel PRODUCTS. VAR agrees not to refer to a Mitel
competitor in any advertising using such Mitel supplied materials (including,
but not limited to, tradename/logo and/or brand name).

         n) Technical Training. Mitel will offer the VAR two (2) free seats
(tuition) in a Mitel training class during the term of this Agreement. VAR is
also provided the opportunity to earn additional technical training based on
total sales volumes as described in the VAR Benefit Handbook. Mitel will also
offer certain other training (e.g., self-study courses) as Mitel may, in its
reasonable discretion, offer from time to time, all as more completely explained
in the VAR Benefit Handbook (see subparagraph "x" below).

         o) Sales/Product Training. Mitel will offer VAR reasonable access to
sales training on new Mitel products and/or on skills development classes that
Mitel might offer from time to time to VAR; VAR agrees to pay all expenses
associated with participation in such Sales Training classes.

         p) VAR Expo. VAR will be invited to participate in the Mitel VAR Expo;
the VAR Expo is described in the VAR Benefit Handbook (see subparagraph "x"
below).

         q) VAR Council. The top performing Achievement Level VARs will be asked
to participate in the VAR Council. Mitel also reserves the right to invite those
VARs who have

                                     Page 6                            June 2001
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demonstrated exceptional strategic initiatives in advancing their company
through the introduction of emerging Mitel technologies into their respective
portfolios. The selection process shall be in Mitel's reasonable discretion with
respect to each Mitel VAR Council appointee. Mitel requests that each such
appointee will provide input on and receive information regarding product
direction, market needs, and other similar matters of mutual interest.

         r) Marketing Awareness Fund. Mitel agrees to contribute marketing
monies and/or credit into an account for VAR to be earned and utilized in
accordance with the rules and regulations of the Marketing Awareness Fund (as
stated in the VAR Benefit Handbook, provided via Mitel On-Line) to assist VAR in
accomplishing pre-approved Mitel marketing that it desires to engage in. VAR
agrees that it may not advertise Mitel PRODUCTS in nor gain reimbursement for
any such marketing (including Internet solicitation) in geographic areas outside
its assigned PAR(s) unless first approved in writing by an officer of Mitel. VAR
is required to first meet their Minimum Purchase Requirement (MPR) in the
previous Mitel fiscal year to be eligible for the funds.

         s) Volume-based Discounts. Mitel agrees to afford, on a quarterly
basis, volume discounts to VAR by prepaying a price concession based on
historical purchases all as per SCHEDULE D, attached. VAR understands that Mitel
reserves the right on a quarterly basis to review the product purchases of the
VAR. Based on the findings, Mitel may adjust the volume discount provided to the
VAR. Mitel reserves the right to adjust and/or modify the Volume Based Discount
Program, at the beginning of each contract year as per SCHEDULE D, by giving VAR
at least thirty (30) days prior written notice of such.

         t) Network Discount Pricing. Mitel will afford VAR Network Discount
Pricing as delineated in the VAR Benefit Handbook. In return, VAR agrees to the
terms and conditions of the Bilateral Software License Agreement for SX-2000
and/or March Networks 3200 network configurations, a true copy of which is
attached hereto as SCHEDULE E. VAR also agrees to enter into a substantially
similar agreement with its end-user customer whenever affording such network
discount pricing to same.

         u) Year Over Year Sales Performance Benefit. Mitel agrees to make
available (based on performance) certain monies (based on performance) and or
credits into an account for the VAR to earn and utilize in strict conformity
with the "Year over Year Sales Performance Benefit Program" to assist the VAR in
improving its overall profit dynamics (as fully described in the VAR, Benefit
Handbook see subparagraph 4(y) below). Platinum Elite VARs are not eligible for
the "Year Over Year Sales Performance Benefit Program" but they are eligible to
participate in the Value Oriented Incentive Program as described fully in
SCHEDULE F, Platinum Elite VAR Program. VAR is required to first meet their
Minimum Purchase Requirement (MPR) in the previous Mitel fiscal year to be
eligible for the funds.

         v) Virtual Classroom Kit. The VAR will be provided the opportunity to
purchase a system to be used for Virtual Classroom (SX-2000, SX-200 and/or March
Networks 3200 ICP and/or 3300 ICP) at a discounted cost. The terms and
conditions of this program are as defined in the VAR Benefit Handbook (see
subparagraph "x" below).

         w) Software Download, Migration and Assurance Programs. The VAR will be
provided the ability to take advantage of the Software Download and/or Migration
Programs that Mitel makes available. These programs encompass a philosophy of
investment protection and technology assurance. The programs are further
delineated in the VAR Benefit handbook which is made available on Mitel On-Line.

         x) VAR Benefit Handbook. Incorporated by reference in the VAR Benefit
Handbook are descriptions of the above-noted programs. VAR agrees to the terms,
conditions and disclosures found therein as well as those posted via Mitel
On-Line concerning such programs. Subparagraphs (a) through (x) shall be
augmented further and explained to the extent not inconsistent herewith in the
VAR Benefit Handbook, which is provided through Mitel On-Line. Mitel reserves
the right to amend, revise or modify the benefits offered to VAR as described in
Paragraph number 4, subparagraphs (a) through (x) above, as well as described in
the electronic VAR Benefits Handbook, but Mitel agrees not to make a material
change to such without first giving VAR thirty (30) days advance written notice
of same and such change shall not apply retroactively.

         y) Platinum Elite VAR Status. Attached hereto and incorporated by
reference herein is SCHEDULE F which delineates the minimum criteria

                                     Page 7                            June 2001
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that Platinum Elite VAR agrees to maintain as a condition of continuing to
retain its appointed Platinum Elite VAR status.

         aa) Mitel Services Program Term and Conditions. Attached hereto and
incorporated by reference herein is SCHEDULE G which delineates the terms and
conditions VAR must agree to and adhere to in order to avail itself of the
availability of Mitel's Services Program. The services program includes
Professional Services such as, voice enabling IP infrastructures and voice
centric business applications. Additionally Mitel offers Maintenance and Support
Services which include end customer remote diagnostics and support.

         z) Investment Protection Plan Program. Under the Investment Protection
Plan, if you are operating Mitel SX-2000 or SX-200 ML/EL systems running the
latest software releases, you will be able to upgrade to the March Networks 3300
ICP under the terms and conditions of the program. The Mitel Investment
Protection Plan Program is made available via Mitel On-Line.

5. VAR'S OBLIGATIONS TO MITEL.

         a) Minimum Purchase Requirement. VAR agrees to use its good faith best
efforts to purchase from Mitel a minimum dollar amount of Mitel PRODUCTS (net
invoice amount/not including taxes or shipping charges) for the PAR it has been
assigned. Such amounts shall hereafter be designated as the Minimum Purchase
Requirement (MPR) and shall be as delineated on SCHEDULE A. SCHEDULE A will
designate the Annual MPR in the aggregate for all PRODUCT purchases.

         b) Late Payment Interest. VAR agrees to timely pay for Mitel Products
ordered under the Agreement. At Mitel's option all amounts which are more than
fifteen (15) days past due shall accrue interest from the due date at a rate
equal to two percent (2%) per month (twenty-four percent [24%] per annum),
please see paragraph 6(e) hereinbelow).

         c) Feature Mitel PRODUCTS. VAR agrees to feature Mitel PRODUCTS to its
customers and further agrees to certify to Mitel (on or before June 1, 2002),
that Mitel PRODUCT comprised no less than sixty percent (60%) of all new
customer premises equipment, applications and peripherals purchased by VAR from
any manufacturer during the term of the Agreement and likewise on or before June
1, 2003 if the Agreement is renewed. VAR agrees to supply true copies of all
invoices rendered by VAR during such period within twenty (20) days of a written
request by Mitel for such information. This requirement to feature Mitel
products only applies in situations where Mitel offers a viable competing
product. For example, Mitel will not, for the first term hereof, count sales of
messaging products above fifty (50) ports per installation in determining
whether or not VAR has met its obligation to feature Mitel product. Failure to
feature Mitel products shall constitute a material breach of this Agreement.

         d) Pursue Sales Leads. VAR agrees to timely act on sales leads
originating from Mitel and to offer only Mitel PRODUCT with respect to such
referrals.

         e) Maintain Customer Satisfaction. VAR agrees to participate in Mitel's
Customer Value Program (CVP). VAR is required to maintain a customer value
rating which is equal to or above an eighty percent (80%) score as determined by
Mitel. Mitel reserves the right to review VAR's rating and to take appropriate
action with VAR to improve its rating. Mitel will employ an independent
third-party to conduct surveys of VAR's customer base in order to ascertain the
degree of customer satisfaction VAR has attained, and VAR agrees to cooperate
with Mitel or a third-party to enable it to conduct such surveys. VAR is
required to provide a complete customer listing to Mitel on a quarterly basis.
Should VAR not provide Mitel a customer listing, Mitel reserves the right to
terminate VAR from the Mitel reseller program.

         f) Customer Service and Support Requirements. VAR agrees to comply with
the Mitel Customer Service and Support Requirements attached hereto and
incorporated by reference herein as SCHEDULE H as well as with the usual and
customary standards within the telecommunications industry. VAR agrees to
attempt in good faith to resolve customer complaints, and Mitel undertakes to
work with VAR to help accomplish same on a second line support basis. VAR
further agrees to have in its employ Mitel's minimum required number of
certified technicians on a per product per PAR basis (also see subparagraph 5
(h) below).

         g) Follow Published Practices. VAR agrees to install, maintain and
service Mitel PRODUCTS in strict accordance with the terms of this Agreement and
with those practices published from time to time by Mitel. Mitel agrees to
electronically provide VAR with copies of its

                                     Page 8                            June 2001
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published practices and technical service bulletins on a regular basis. In the
event VAR fails to perform its obligations to its customers, as per sub -
paragraphs "5e)" and "5f)" above, VAR agrees that Mitel shall have the right to
either provide such technical assistance itself or refer the said end-user to
another qualified Mitel authorized reseller. Before so proceeding, however,
Mitel agrees to give VAR prior notice of the problem and a reasonable
opportunity to promptly correct the matter. Should VAR then fail to take
appropriate corrective steps on a timely basis, it shall be responsible for
reasonable expenses incurred by Mitel in resolving the problem.

         h) Use Only Certified Technicians. VAR agrees that each and every
installation of Mitel PRODUCT shall be directly supervised and approved by a
qualified technician employed by VAR. VAR agrees that such technician shall be
certified by Mitel (at VAR's expense) as meeting the minimum standards necessary
to install and maintain the particular product in question in accordance with
Mitel conducted installation and maintenance courses in order that the goodwill
inherent in the Mitel name and product line is not harmed. VAR also agrees to
send its technicians at its own expense to Mitel courses regarding new Mitel
PRODUCTS and/or new Mitel software releases so that its technicians will
maintain the requisite proficiency level. VAR also agrees to employ an
acceptable number (in Mitel's reasonable discretion) of trained (Mitel
certified) technicians to support VAR's installed base of Mitel PRODUCT.
Attached hereto and incorporated by reference herein as SCHEDULE I is the
Certified Technician Training and Registration Plan which delineates the
undertakings of Mitel and of VAR relating to the training and certification of
technicians by Mitel. In order to achieve and retain certification, a technician
must be trained by Mitel, approved by Mitel as having successfully completed the
course of studies and received a passing grade in Mitel's reasonable discretion
and be employed by a Mitel authorized entity which duly registers the technician
with Mitel's consent and obtains the requisite continuing training deemed
reasonably necessary by Mitel to retain his or her certification. A technician
looses his or her certification if it has expired by its terms, if it has not
been maintained in terms of renewal and/or continuing training that is required
or if he or she is no longer registered by an authorized entity and approved by
Mitel. Mitel also reserves the right to cancel the registration of those
technicians no longer sponsored by an authorized entity (e.g., should a VAR lose
its dealership or should the VAR inform Mitel that a technician has left its
employ). Mitel also reserves the right to require a certified technician to take
a refresher course if he or she is deemed, in the reasonable discretion of a
Mitel Technical Account Manager to need such remedial assistance in order to
achieve customer satisfaction in Mitel's reasonable discretion. Please see
additional requirement with respect to training and certification as reflected
in SCHEDULE I.

         i) Limit Claims to Written Specifications. VAR agrees to limit its
claims and representations concerning Mitel PRODUCTS to those in conformity with
Mitel's published written specifications.

         j) Toll Fraud. VAR agrees not to expressly state or imply that Mitel
PRODUCTS provide technical immunity from fraudulent intrusion or toll fraud, and
VAR agrees to include in its agreement with its customer a warning concerning
the possibility of toll fraud occurring and a written disclaimer regarding
responsibility for same. VAR also agrees to follow the recommendations in the
Mitel Technical Service Bulletin series entitled "PABX--CDE Programming
Pertaining to Unauthorised Toll Calling Access".

         k) Security Interest/Set-off. VAR hereby grants to Mitel a purchase
money security interest in all Mitel Products for which Mitel has not been
timely paid either now possessed by VAR or hereafter acquired by VAR pursuant to
this Agreement (the "collateral") and in the proceeds of the sale of Mitel
PRODUCTS, as well as the proceeds of any insurance covering the collateral. VAR,
likewise, grants a right of set-off to Mitel regarding any monies owed by Mitel
to VAR.

         l) Product Demonstration Centre. VAR agrees to establish and maintain a
Product Demonstration Centre, within each assigned PAR, that prominently
displays and promotes Mitel Products. Mitel agrees to provide special pricing
and terms to VAR from time to time to enable it to equip its Product
Demonstration Centre with current products. VAR understands and agrees that it
may not re-sell any Product obtained through this program or the program
delineated in subparagraph 4 (x), above, regarding the Virtual Classroom Kit,
without first offering, in writing, to sell the PRODUCT back to Mitel at the
price originally paid to Mitel by VAR minus depreciation.

         m) Sales/Product Training. VAR agrees to have its sales staff
participate in the sales

                                     Page 9                            June 2001
<PAGE>
training Mitel makes available to VAR. VAR agrees to pay tuition costs and
associated expenses for participation in these courses.

         n) Supply Summary Financial Information. VAR agrees to provide to Mitel
such summary financial information as may be requested by Mitel, including
without limitation, balance sheet/profit and loss statements, upon application
to become a VAR and on an annual basis as requested by Mitel from time to time.

         o) Protect Confidential Information. VAR agrees to protect Mitel
confidential information and not to disclose such to others or use such except
for the purposes of this Agreement. Upon termination VAR likewise agrees not to
utilise such information in a way that is not in the best interests of Mitel.

         p) Extend Mitel Warranty. VAR agrees to extend a substantially similar
version of Mitel's Caribbean Product Warranty, attached hereto and incorporated
by reference herein as composite SCHEDULE B, to and in favour of its
customer(s), subject to the terms and conditions, disclaimers and limitations of
liability stated therein. VAR agrees to incorporate said warranty along with the
material terms, disclaimers, and limitations of liability of said warranty in
its written agreement with its customer. VAR agrees to provide customer(s), at
no charge to Mitel, with the warranty service inherent in honouring the
aforesaid Mitel warranty.

         q) Insurance. VAR agrees to insure Mitel PRODUCT purchased hereunder
from the point of receipt by carrier at Mitel plant, until an accepted
installation at customer's site has been achieved, against loss by fire, theft,
damage or other casualty, as well as to maintain products and public casualty
liability insurance covering the sale and installation of the Mitel PRODUCT.
Such insurance shall be in amounts acceptable to Mitel, and VAR agrees to
provide Mitel with a true copy of a certificate of insurance evidencing such
coverage upon Mitel's request.

         r) Indemnification. VAR agrees to indemnify, defend, and hold Mitel
harmless from any and all costs, expenses, damages, and liabilities arising to
Mitel as a result of a material breach of this Agreement by VAR or as a result
of negligent acts or omissions of VAR in performing hereunder. Mitel likewise
agrees to indemnify, defend and hold harmless VAR for any and all costs,
expenses, damages, or liability arising to VAR from a material breach by Mitel
of this Agreement, the terms and conditions of the Mitel Product Warranty, or
the negligent acts or omissions of Mitel in performing hereunder.

         s) HCI/MiTAI RunTime License. VAR agrees to enter into the attached
Tri-Party HCI/MiTAI RunTime License Agreement with Mitel and VAR's customer(s)
in instances where VAR is providing to its customer(s) a software application
program that requires Mitel's HCI/MiTAI interface to enable the said program to
be run in conjunction with certain Mitel SX200 and/or SX-2000 PABXs (see a true
copy of such Agreement at SCHEDULE J). VAR agrees to provide an executed copy of
said Agreement at time of order.

         t) Purchases from Third Party. VAR agrees that it will procure all its
new and/or used PRODUCTS solely and directly from Mitel itself. VAR may purchase
used and/or refurbished PRODUCTS from Mitel or from a third-party for resale to
an end-user so long as it abides by the CONDITIONS CONCERNING RESTRICTIONS ON
USE OF SOFTWARE (see SCHEDULE B attached) including the provisions concerning
sub-licensing. Mitel will not unreasonably withhold its consent to transfer
software so long as the transferee agrees to execute and abide by an acceptable
Sub-license and so long as the transferor agrees to comply with Mitel's software
re-licensing policy. In no event, however, may VAR substitute new or unused
software in a used and/or refurbished system without first obtaining Mitel's
prior express written consent and without conspicuously disclosing to the
end-user, in writing, whether or not the system is "like new", used, or
otherwise.

         u) Out-Of-PAR and Web Advertising Policies. In addition to the
information provided in paragraph # 1, above, "Appointment", and paragraph # 3,
above, entitled "Territory", Mitel has further explained the Out-Of-PAR and Web
Advertising Policies on Mitel On-Line. VAR agrees to review such policies and
abide by them in all material aspects.

6. PRICE, ORDER ENTRY AND SHIPMENT TERMS AND CONDITIONS.

         a) Prices for Mitel PRODUCTS shall be as found on the electronically
provide Mitel Caribbean Price List. Mitel reserves the right to make any desired
changes to said (prices and/or

                                     Page 10                           June 2001
<PAGE>
product) list by giving thirty (30) days prior written notice to VAR. VAR shall
pay the prices set out in the Mitel Caribbean Price List less any applicable
discounts as calculated by SCHEDULE D (VOLUME DISCOUNTS).

         b) VAR agrees to place orders on Mitel by written Purchase Order
("Purchase Order") for all Mitel PRODUCTS to be ordered directly from Mitel
hereunder. Mitel VAR will be offered the option to order product ON-LINE during
the contract year. Irrespective of VAR's Purchase Order, the parties agree to
abide by the Terms and Conditions of Sale as set out in SCHEDULE K, attached
hereto and incorporated by reference herein.

         c) VAR agrees that the SCHEDULE K Terms and Conditions of Sale shall
take precedence over the terms and conditions of the Purchase Order in the event
of a conflict, but that this Agreement shall prevail in the event of a conflict
between it and either the Purchase Order or the SCHEDULE K Terms and Conditions
of Sale. Mitel reserves the right to reject any Purchase Order, in whole or in
part, or to decline to ship an accepted order should it feel insecure in VAR's
ability to pay.

         d) Mitel also reserves the right to impose a minimum purchase amount
per order of Two Hundred Dollars ($200) before taxes and net of all discounts or
reductions.

         e) Mitel shall issue invoices to VAR for Mitel Product shipped to it
hereunder which shall be due and payable thirty (30) days from their date,
subject to paragraph 5(b) hereinabove. VAR shall pay to Mitel the full amount of
the invoice on or before its due date. VAR's obligation to pay and Mitel's right
to receive same shall be absolute and unconditional and not subject to
reduction, set-off or abatement. If, at any time, in Mitel's judgement, VAR's
financial condition and/or payment record makes Mitel feel insecure, Mitel may
deny the further extension of credit, require C.O.D. or otherwise

         f) VAR shall notify Mitel within twenty (20) days from receipt of
invoice of any errors on the invoice. Mitel may grant an extended payment term
of ten (10) business days on the portion of the invoice which is in dispute; the
remainder of the invoice shall be timely paid notwithstanding the extension.

         g) Mitel reserves the right to refuse to accept or process Purchase
Orders from VAR when its account with Mitel is in arrears, and VAR hereby grants
unto Mitel a lien on any Mitel Product being repaired by Mitel until the account
is brought current.

         h) VAR shall pay all taxes, levies or duties now or hereafter imposed
on the importation and/or sales and/or rendering of services with respect to
Mitel Products.

         i) VAR shall have the right, in Mitel's reasonable discretion, to
return unused Mitel Product, if that type of product is still in production,
subject to a reasonable restocking charge at Mitel's then current published rate
(which is currently twenty percent [20%] of list).

         j) VAR recognises and agrees that all prices shall be Ex Works Kanata.
All prices are exclusive of any taxes or charges for insurance or freight, all
of which are the obligations of VAR.

7. SHIPMENT, DELIVERY, TITLE, RISK OF LOSS, INSPECTION, AND CANCELLATION.

         a) Mitel shall use its best efforts to meet any requested delivery date
(to the extent reasonable), but Mitel does not guarantee delivery by that date;
and Mitel shall not be liable to VAR or any third-party (including, but not
limited to, VAR's customer) for any loss or damage, whether direct, special,
collateral, incidental, consequential or otherwise arising from any failure to
ship any Mitel PRODUCTS, or any delay or errors in such shipment regardless of
notice to Mitel of the possibility of such loss or damage. Each shipment shall
be considered an independent and separate transaction, and payment therefore
shall be made accordingly.

         b) Risk of loss for all purposes shall pass to VAR upon delivery of the
Mitel PRODUCTS to VAR Ex Works Kanata. VAR agrees to pursue any claim for
damaged product against the insurer and/or carrier as the case may be. Mitel
shall offer reasonable support of VAR in its pursuit of same. Title to Mitel
PRODUCT shall not pass to VAR until VAR has paid Mitel in full for such product.

         c) Within fifteen (15) days following date of shipment or ten (10) days
following the date of receipt by VAR, whichever expires first, VAR agrees to
inspect the Mitel PRODUCTS ordered and shall promptly notify Mitel, in writing,
of any discrepancies or damages. Failure to so timely notify Mitel shall be
conclusive proof that the Mitel

                                     Page 11                           June 2001
<PAGE>
PRODUCTS were received by VAR as ordered and in good condition.

         d) VAR may cancel any or all portions of a Purchase Order upon a
minimum of thirty (30) days prior written notice to Mitel in advance of the
requested ship date. In the event Mitel ships any or all portions of a Purchase
Order prior to receipt of the cancellation notice, then the purported
cancellation notice shall have no force or effect. No cancellations are allowed
on Purchase Orders within thirty (30) days of requested ship date. In the event
VAR so cancels any or all portions of a Purchase Order, VAR agrees to pay a
cancellation charge equal to twenty percent (20%) of the VARs cost of the
item(s) cancelled, as liquidated damages, which shall constitute the entire
liability of VAR to Mitel with respect to the cancellation.

8. PRODUCT WARRANTIES. Mitel agrees to provide VAR, on all Mitel PRODUCTS
ordered to hereunder, its express limited product warranty as same may be
amended from time to time (Product Warranty is provided to VAR electronically,
see composite SCHEDULE B, attached, for the current version of said Warranty),
subject to the conditions, disclaimers, and limitations of liability stated
therein. VAR accepts said express limited warranty as its sole and exclusive
remedy for defects in Mitel PRODUCT and agrees to the terms and conditions,
disclaimers, and limitations of liability thereof.

9. PRODUCT SPECIFICATION CHANGES. Mitel reserves the right to make changes in
the design or construction of any Mitel PRODUCTS as it deems necessary or
desirable. Mitel will make a reasonable effort to provide prior notification to
VAR of said changes. VAR agrees that Mitel shall incur no obligation to make any
change whatsoever on product previously sold hereunder should it make a
subsequent change nor shall any change create any implications whatsoever that
any part manufactured or furnished without such change is in any way defective.
Mitel agrees to provide reasonable notice of its intent to discontinue
manufacture of a Mitel PRODUCT.

10. SOFTWARE LICENSE. Mitel hereby grants to VAR a non-exclusive license to use
Mitel Software subject to the Terms and Conditions Concerning Use of Mitel
Software. Such is provided electronically, a copy of which is attached hereto as
composite SCHEDULE B. VAR agrees to abide by such terms and conditions. VAR also
agrees to enter into a written sub-license with its customers regarding the use
of Mitel Software, which is at least as protective of Mitel and the Mitel
Software as the license hereby granted. A form of such sub-license approved by
Mitel for use by VAR is attached hereto as SCHEDULE L. VAR recognises and
understands that it receives no license from Mitel should it purchase new or
unused software from a third-party and VAR agrees not to deal in such unlicensed
software. Furthermore, Mitel reserves the right from time to time to distribute
its software via Mitel On-Line and to the extent VAR downloads such for its
business purposes it agrees to abide by the Software License contained herein in
all respects. Likewise, VAR agrees that no additional warranty is offered by
Mitel on software updates or maintenance releases and that such are provided "AS
IS/WHERE IS".

11. PATENT OR TRADEMARK INFRINGEMENT.

         11.1 Mitel's Responsibilities to Defend. Mitel shall indemnify, defend,
and otherwise hold VAR harmless from all cost, loss, damage, and liability
arising from any proceedings brought against VAR to the extent such proceedings
are based on a claim that the Mitel PRODUCTS furnished by Mitel and used within
the scope of this Agreement infringe any Canadian an/or US patent or copyright
or trademark in existence at the commencement of the term of this Agreement.
Mitel shall defend any proceeding alleging such infringement, which is brought
against VAR, and shall pay all costs and expenses incurred and satisfy all
judgements and decrees against VAR in such proceedings, if (i) VAR notifies
Mitel, in writing, within ten (10) business days of the date any such proceeding
becomes known to VAR, (ii) VAR gives Mitel sole control of the defence thereof
and all related settlement negotiations and (iii) VAR provides such assistance,
information, and co-operation to Mitel as is reasonably requested.

         11.2 Mitel's Options. If any of the Mitel PRODUCTS becomes, or in the
opinion of Mitel may become, the subject of such proceedings based upon
infringement or in the event VAR or its customers are enjoined from their use of
Mitel PRODUCTS due to such proceedings based upon infringement, Mitel shall have
the following options:

                  (i) Render the Mitel Products non-infringing and capable of
providing services as intended;

                                     Page 12                           June 2001
<PAGE>
                  (ii) Procure for VAR the right to continue using the Mitel
Products;

                  (iii) Replace the Mitel Products with non-infringing goods
capable of providing services as intended; or

                  (iv) In the event that none of the foregoing options are
technically or economically feasible, remove the Mitel Products and refund the
purchase price thereof less depreciation for use, if any.

         11.3 Exclusions From Liability. Mitel shall have no liability for any
such infringement proceedings, which is based upon:

                  (i) use, operation or combination of the Mitel PRODUCTS with
non-Mitel supplied software, hardware, data or equipment if such infringement
would have been avoided, but for such use, operation or combination;

                  (ii) use of the Mitel PRODUCTS other than in accordance with
Mitel's standard specifications;

                  (iii) modification of the Mitel PRODUCTS by any party other
than Mitel; or

                  (iv) marketing, distribution or use of the Mitel PRODUCTS
other than as authorised herein or other than in a manner for which they were
not designed.

         11.4 Limit of Mitel's Liabilities. The foregoing constitutes the entire
liability of Mitel with respect to infringement of patents, copyrights, and
trademarks, and other intellectual property rights by Mitel PRODUCTS purchased
pursuant to this Agreement. Such liability does not include consequential,
special or punitive damages, such as, without limitation, loss of actual or
prospective profits, or loss of use, all of which are hereby expressly
disclaimed. In no event shall Mitel's liability under this paragraph 11, as a
result of any such proceedings being brought, exceed the amount paid by VAR to
Mitel with regard to the particular transaction, which gives rise to the
liability.

         If any infringement or suspected infringement of the intellectual
property rights of Mitel in relation to the Mitel PRODUCTS or packaging of the
Mitel PRODUCTS by any other company or person in the PAR shall come to the
attention of VAR, VAR shall promptly give notice thereof in writing to Mitel.

12. INDUSTRIAL AND TRADE SECRETS.

         12.1 VAR Acknowledgement. VAR acknowledges that Mitel has developed and
used valuable technical and non-technical information, inventions, copyrights,
trade secrets and other confidential information, and the like (collectively
hereinafter called "Confidential Information") in the development of the Mitel
PRODUCTS. VAR shall use its best efforts to ensure that neither it nor any of
its employees will convert to their own use or to the use of any other party any
Confidential Information owned by Mitel, that is obtained by VAR by reason of
this Agreement or otherwise. VAR agrees to use the same degree of care in
protecting such Confidential Information, as it would use in protecting its own
Confidential Information.

         12.2 VAR's Responsibilities & Limitations. Any Confidential Information
shall be clearly and conspicuously marked by each party as Confidential
Information. VAR shall not be liable for disclosure or use of Confidential
Information marked as proprietary information as provided above which:

                  (i) Is or becomes legally available to the public from a
source other than Mitel before or during the period of this Agreement;

                  (ii) Is released in writing by Mitel;

                  (iii) Is at any time developed by the other party completely
independent of any such disclosure or disclosures.

                                     Page 13                           June 2001
<PAGE>
13. INDEPENDENT CONTRACTORS. VAR's officers, employees or agents shall not be
deemed officers, employees or agents of Mitel, and VAR shall not represent that
its relationship with Mitel is other than that of an independent contractor.
Nothing in this Agreement shall create in either party any right or authority to
incur any obligations on behalf of, or to bind in any respect, the other party.
The parties hereto agree that the arrangement created by this Agreement is not
in the nature of a franchise, partnership, joint venture or agency. VAR agrees
that there is no required payment to become a Mitel VAR and the purchase of any
offering from Mitel is solely to promote and/or for the resale of Mitel
PRODUCTS.

14. TERMINATION.

         14.1 Acknowledgement of Mitel's Marketing Needs. VAR fully understands
the business necessity for Mitel to retain flexibility in Mitel's methods of
selling, marketing, distributing, installing, maintaining, and servicing Mitel
Products. Accordingly, VAR expressly recognises the valid business need for, and
agrees to, the termination provisions set forth below.

         14.2 Termination Provisions. This Agreement may be terminated by Mitel
in its entirety with ten (10) business day's notice in the event:

                  14.2.1 Insolvency or General Assignment for Creditors. VAR
becomes bankrupt or insolvent; the filing by the VAR of a petition in
bankruptcy; the making of an assignment for the benefit of creditors by the VAR;
the appointment of a receiver or trustee for the VAR or for any assets of the
VAR; or the institution by or against the VAR of any other type of insolvency
proceeding under the Bankruptcy Act (Canada), the Company Creditors Arrangements
Act (Canada) or otherwise. The term insolvent shall mean either inability of VAR
to pay its bills as they mature or total liabilities exceed total assets. All
calculations shall be determined in accordance with generally accepted
accounting principles; or

                  14.2.2 Breach Of Representations And Warranties. VAR breaches
any of its material representations and warranties or (except as provided in
14.2.3 below) any other term or obligation of this Agreement and fails to cure
such within thirty (30) days of receiving written notice from Mitel regarding
same in the event the breach is capable of being cured; or

                  14.2.3 Failure To Pay. VAR fails to pay in full all amounts
due Mitel within sixty (60) days of invoice (not including invoices about which
there is a reasonable dispute) except as expressly provided for under the terms
and conditions of this Agreement or if Mitel, in good faith, believes and has
commercially reasonable grounds to believe that the prospect of payment is or is
about to be impaired; or

                  14.2.4 Attempt To Assign Or Transfer. VAR attempts to assign
or transfer its rights or delegate, transfer or subcontract its obligations
under this Agreement to a third party without the prior written consent of
Mitel; or

                  14.2.5 Change Of Business Nature, Ownership Or Control. VAR
notifies Mitel or Mitel becomes aware there is a material change in the nature
or ownership of VAR or its parent or change of control of VAR or its parent
during the term of this Agreement including, but not limited to, any change in
which a competitor of Mitel becomes financially involved in the business of VAR
or any change in which a majority of the stock or substantial portion of the
assets of VAR are transferred in a transaction; or

                  14.2.6 Failure To Achieve Minimum Purchase Requirement (MPR).
VAR fails to meet the Minimum Purchase Requirement of this Agreement during any
annual period of this Agreement or renewal hereof (Mitel also reserves the
right, in its discretion, to redefine the geographic area comprising the VAR's
PAR, when the MPR has not been achieved, instead of terminating the entire
Agreement).

                  14.2.7 VAR Applicability. VAR shall also be entitled to
terminate this Agreement as if it were Mitel in the following sub-paragraphs:
12.2.1, 14.2.2, 14.2.4 and 14.2.5.

         14.3 Termination For Convenience. Either party may, upon the giving of
ninety (90) days prior written notice, terminate this Agreement for its
convenience without incurring any liability to the other except the obligation
to meet all duties arising prior to said termination as well as adhere to those
obligations which by their inherent nature are intended to survive termination.

         14.4 Post Termination Sales. The acceptance by Mitel of any Purchase
Order from VAR or the sale of any Mitel PRODUCTS by Mitel to VAR after the
expiration and/or termination of this

                                     Page 14                           June 2001
<PAGE>
Agreement shall not be construed as a renewal or an extension, or as a waiver of
termination of this Agreement, but in the absence of a new written Agreement,
all such transactions shall be governed by the provisions of this Agreement with
regard to the obligations of VAR to Mitel as stated in Paragraphs 5, 6, 7 and 8
above.

         14.5 Post Termination Rights & Responsibilities. Termination under this
Agreement shall not affect the rights and obligations of the parties concerning
orders accepted by Mitel prior to the effective date of the termination but in
the case of a prior commitment arising as a result of VAR enrolling in the
Software Migration Program, Mitel may elect, in its sole discretion, to return
any monies pre-paid by the VAR and such election and refund shall have the
effect of precluding VAR from receiving any new software loads from Mitel under
such program given the fact that it is no longer an authorized VAR.

         14.6 Limitation Of Post Termination Liabilities. Mitel shall not, by
reason of the termination or non-renewal of the VAR Agreement hereby created, be
liable to VAR for recoupment, compensation, reimbursement or damages on the
account of the loss of prospective profits on anticipated sales, or on account
of expenditures, investments, leases or commitments in connection with the
business or goodwill of VAR. VAR shall likewise have no such liability to Mitel.
Likewise, VAR acknowledges that it will not be substantially affected in its
business by any inability, upon termination or expiry of the Agreement, to
obtain Mitel PRODUCTS beyond the term and scope provided for in the
Post-Termination Support Services delineated in paragraph 14.8 hereinbelow.

         14.7 Obligations After Termination.

                  14.7.1 Payment To Mitel/Survival Of Obligations. Termination
of this Agreement shall not relieve VAR of any obligations to pay Mitel for any
amount payable for transactions prior to or after termination or of the duty to
perform as agreed with regard to Paragraph 5, above, with reference to Mitel
PRODUCTS purchased from and/or sold by VAR.

                  14.7.2 Fulfilment Of Orders. Mitel shall have no obligation to
fill any orders for complete systems placed by VAR after the date of termination
of this Agreement, whether previously quoted or otherwise.

         14.8 Post Termination Support Services. In the event of the
termination, expiration and/or nonrenewal of this Agreement, for reasons other
than VAR's material breach, bankruptcy or insolvency, Mitel shall make available
to VAR, for a period of seven (7) years from the date of such termination,
expiration and/or non-renewal that information and the spare parts (together
herein referred to as "support materials") generally available to Mitel's VARs
which would enable said former VAR to maintain and support its Mitel installed
base as such base existed (site and system) as of the date of termination,
expiration, and/or non-renewal. In no event may the former VAR purchase systems
for such base, however, nor may it purchase new software loads introduced by
Mitel after said termination occurs. These support materials will be made
available at your then current/password protected subsection of the Mitel
Caribbean List Price and in accordance with Mitel's then standard terms and
conditions, but former VAR will not be eligible to take advantage of any
discounts (volume or functional). Likewise, this section does not give VAR a
right to participate in any Mitel Marketing Programs and/or Special Promotions
(e.g., see paragraph 4 above). This provision also does not give VAR a right to
purchase new products (including new software releases) added to Mitel VAR Price
List after the termination, expiration and/or non-renewal of this VAR Agreement.
Termination, expiration and/or non-renewal is also agreed to eliminate the right
of VAR to any benefits it would have been eligible to utilize in any new term or
extension of the contract had cessation of the contract not transpired.
Termination, expiration and/or non-renewal is also agreed to eliminate the right
of VAR to any benefits it would have been eligible to utilize in any new term or
extension of the contract had cessation of the contract not transpired.

15. MISCELLANEOUS.

         15.1 Force Majeure. Neither Mitel nor VAR shall be deemed to be in
default of any provision of this Agreement for failures in performance resulting
from acts or events beyond its reasonable control; such acts shall include acts
of God, accidents, civil disturbances, strikes, lightning, fires, floods or
other natural catastrophes, or other force majeure events beyond the reasonable
control of such non-performing ply.

         15.2 Governing Law and Venue. This Agreement shall be interpreted in
accordance with laws of the Province of Ontario and the laws of

                                     Page 15                           June 2001
<PAGE>
Canada applicable therein and venue is agreed to be in the Province of Ontario.

         15.3 Severability. The provisions of this Agreement shall be deemed
severable. If any provision of this Agreement shall be held unenforceable by any
court of competent jurisdiction, the remaining provisions shall remain in full
force and effect.

         15.4 Merger. All understandings and agreements heretofore made between
the parties are merged into this Agreement which alone fully and completely
expresses the Agreement of the parties with respect to the subject matter
hereof.

         15.5 Amendment. This Agreement shall not be amended or modified except
in writing and signed by the parties hereto.

         15.6 Headings. All headings and captions contained herein are for
convenience and ease of reference only, and are not to be considered in the
construction or interpretation of any provision of this Agreement.

         15.7 Paragraphs. Numbered or lettered sub-paragraphs, paragraphs, and
schedules contained in this Agreement refer to sub-paragraphs, paragraphs, and
schedules of this Agreement.

         15.8 Notices. Any notice required or permitted to be given to VAR or
Mitel shall be in writing and shall be sufficiently given if delivered
personally, or if sent by prepaid registered mail or if transmitted by facsimile
addressed to the President of the VAR or the Mitel Director of Marketing, as the
case may be, at its principal place of business as indicated on the front page
of this Agreement. Any notice shall be deemed to have been given on the date on
which it was delivered at such address and if mailed shall be deemed to have
been given on the fourth business day next following the date on which it was
mailed. Any notice transmitted by facsimile shall be deemed given and received
on the date of such transmission if received within the normal business hours of
the recipient and on the first business day after its transmission if it is
received after the end of such normal business hours on the date of its
transmission.

         15.9 Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed an original and both of which, taken together,
shall constitute the same instrument.

         15.10 Waiver. Any failure by either party to enforce any right
hereunder shall not constitute a waiver of such right. Each party may waive its
rights hereunder only by execution of a written instrument expressly waiving
such right.

         15.11 Intent. It is the intent of the parties to create a binding,
legally enforceable contract as to all items discussed herein.

         15.12 Consequential Damages. In no event shall either party be liable
to the other or to any third party for special, incidental, indirect, or
consequential damages (including, but not limited to, loss of use, loss of
profits or downtime), whether Mitel Products sold hereunder are still in
warranty or are out of warranty, when the dispute arises. The parties hereto
acknowledge a good faith duty to work with each other to help solve legitimate
end-user problems.

         15.13 Publicity. Any publicity regarding this Agreement shall be
achieved only by mutual consent of the parties. Any such publicity shall be in
the form of a general announcement only. The specific terms shall be held in
strict confidence.

         15.14 Confidentiality. The parties hereto agree to maintain the
confidentiality of the terms and conditions of this Agreement.

         15.15 Authorisation of Execution. The party signing on behalf of VAR
represents and warrants that he/she has all necessary corporate authority to
legally bind VAR to this Agreement. At the request of Mitel, VAR shall provide a
Board of Directors' Resolution authorising execution of this Agreement. This
Agreement shall not be binding on Mitel unless signed by a corporate officer of
Mitel.

         15.16 Toll Fraud Disclaimer/Warning. Mitel disclaims any express or
implied condition or warranty that its equipment is technically immune from or
prevents fraudulent intrusions into and/or unauthorised use of the system
(including its interconnection to the long distance network). VAR is hereby
warned that fraudulent use of the system, including but not limited to DISA,
auto-attendant, voice mail, 800, 888 and 900 service, as well as 10XXX and
10XXXXX, is possible, and VAR agrees to warn its customers of such. Mitel
reserves the right to publish such bulletins electronically.

         15.17 Invasion of Privacy Disclaimer/Warning. Mitel hereby disclaims
any

                                     Page 16                           June 2001
<PAGE>
express or implied condition or warranty that its equipment is technically
immune from or prevents unlawful and/or unauthorised utilisation that may result
in invasion of one's right to privacy. Mitel hereby warns VAR that such is
possible, and VAR agrees to warn its customers of such.

         15.18 No Intent To Create Third-Party Beneficiary Status. The parties
understand and agree that this Agreement is for their own respective benefit
only, and it is not intended to and does not create third party beneficiary
status on any other person or entity whatsoever, including, but not limited to,
customer (end-user).

         15.19 Provisions Of Law. Each party agrees to abide by all laws and
regulations, which affect the duties and obligations of the parties hereunder.

         15.20 Loss Or Theft Of Data. Mitel hereby disclaims any express or
implied warranty that its equipment is technically immune from or prevents
improper, unlawful and/or unauthorised utilisation that may result in the loss
of or theft of electronic data. Mitel hereby warns VAR that such is possible,
and VAR agrees to warn its customers of the possibility.

         15.21 Assignment. VAR shall not assign or transfer this Agreement, in
whole or in part, without the prior written consent of Mitel, which consent
shall not be unreasonably withheld. Mitel shall have the right to assign this
Agreement to any Mitel subsidiary or affiliated company, or to any third party
in connection with the transfer of all or substantially all of the assets of the
business unit relating to this Agreement, or the sale or transfer of the voting
stock or shares of Mitel resulting in a change in its effective control.

         15.22 Record a Call Feature. Mitel hereby makes VAR aware that the
"Record a Call Feature" has legal implications as outlined in the Mitel
technical documentation. Record a Call does not provide a warning tone,
therefore, end users should indicate verbally that the call is being recorded
when activating this feature. VAR agrees to warn its end-user customers of this
matter during its training sessions and to pass on the pertinent documentation
warnings and disclaimers concerning such in order to comply with the laws of the
pertinent jurisdiction(s) involved. Mitel disclaims any responsibility for
improper use of this feature.

         15.23 External Listen & Music On-Hold. The External Listen feature
contained in the March Networks 3100 ICP product may violate state or federal
statutes including, without limitation, criminal law, or privacy legislation.
VAR is hereby warned to check local laws to ensure that use of this feature does
not contravene any such statutes and to properly warn its end-user customers of
such. Mitel disclaims any responsibility for improper use of this feature.

                                     Page 17                           June 2001
<PAGE>
16. ELECTRONIC MAIL AND INTERNET CONNECTIVITY. VAR must possess the capability
to communicate via Electronic mail, and to connect to the Internet so that Mitel
will be able to provide at no charge to the VAR access to the following
electronically: Sales and Product Bulletins, Sales Collateral, Configuration
Tools, Marketing Newsletters, Press Releases, Price Bulletins, and any other
items deemed fit by Mitel. Electronically provided collateral materials will be
updated by Mitel on a continual basis. It is the responsibility of the VAR to
update its staff with current literature and sales tools. Should the VAR
experience difficulty in accessing the Internet, Mitel will provide the VAR
access to printed copy of above literature for a period of time but Mitel
reserves the right upon thirty (30) days prior written notice to charge a
reasonable fee for such. Mitel may from time to time provide glossy sales
brochures in hard copy.

17. MITEL PASSWORDS. It is the obligation of VAR to keep all electronic
password(s) provided by Mitel confidential at all times. It is also the
obligation of the VAR to notify Mitel immediately when an employee of VAR who
had access to an assigned Mitel password is terminated or changes status.
Likewise, VAR agrees to notify Mitel when it hires a Mitel certified technician
or the employment of a Mitel certified technician has terminated. All such
notifications should be made to: Mitel Distribution Marketing at (613) 592-2122.

18. SOFTWARE AND SOFTWARE TOOLS. VAR acknowledges that Mitel develops and
distributes part of its communications via electronic Bulletin Boards, the
Internet, or by diskette via the Canadian mail. Mitel uses the following
software, among others to accomplish this task: Microsoft (MS) Word, MS Excel,
or MS PowerPoint. VAR will at its own expense, make available for its own use,
software that is the functional equivalent of or otherwise compatible with such
software programs.

19. ATTORNEY FEES. In any dispute hereunder, the prevailing party shall be
entitled to reasonable attorney fees and costs.

20. VAR BENEFIT HANDBOOK. Mitel provides VAR with the VAR Benefit Handbook via
Mitel On-Line. A hard copy is also available upon request. Mitel reserves the
right to amend, revise, or modify the benefits offered to VAR as described
therein but Mitel agrees not to make a material change to such without giving
VAR at least thirty (30) days advanced written notice of same and such change
shall not apply retroactively.

IN WITNESS WHEREOF, the parties indicate their agreement to the foregoing by the
signatures of their proper signing officers the day and year first above
written.


<TABLE>
<CAPTION>
      MITEL NETWORKS CORPORATION                         CORTELCO SYSTEMS, PR, INC.
<S>       <C>                                       <C>        <C>
By:       /s/ Steve Grassie                         By:        /s/ Jose Antonio Alvarez

Printed                                             Printed
Name:     Steve Grassie                             Name:      Jose Antonio Alvarez

Title:    V. P. Sales                               Title:     Executive V.P. Operations


          WITNESS/ATTEST:                                      WITNESS/ATTEST:

By:                                                 By:
          Corporate Secretary/Witness Signature                Corporate Secretary/Witness Signature
</TABLE>

                                     Page 18                           June 2001
<PAGE>
                                   SCHEDULE A
                         PRIMARY AREA OF RESPONSIBILITY
                                       AND
                       MINIMUM ANNUAL PURCHASE REQUIREMENT

Each VAR's PAR is negotiated on a case-by-case basis. The actual PAR, therefore,
that makes up this schedule will be provided after the negotiation and upon
execution of the contract and will constitute the agreed upon PAR(s).

Please use the following worksheet to determine your PAR and your Minimum
Purchase Requirement (MPR):

Date: ___________________ VAR Name:  CORTELCO SYSTEMS, PR, INC.

AE:

<TABLE>
<CAPTION>
         DESCRIPTION                    PAR SEGMENT               PAR SEGMENT CLASS                   MPR
         PUERTO RICO                                                                               $325,000
<S>                           <C>                         <C>                              <C>






</TABLE>

TOTAL ANNUAL MPR:  $325,000

After reviewing with your AE, fill in the above chart with your selected PAR
segment(s), Please initial where indicated and remit with your signed contract.


----------------
VAR's Initials

                                     Page 19                           June 2001
<PAGE>
                                   SCHEDULE B
                           CARIBBEAN PRODUCT WARRANTY
                                 FOR MITEL VARS


a. Mitel warrants that its private branch exchange (pbx) customer premises
switches (including its new VOIP version) as well as its voice-mail and
messaging offerings, (hereinafter "PRODUCTS"), except the firmware and software
program components thereof, will, if delivered by VAR to the end-user in
undamaged condition, be free from defects in material and workmanship under
normal use and service for a period of fifteen (15) months from the date of
shipment by Mitel to VAR.

b. Mitel likewise warrants that the software and firmware program components
(including the media itself) of all PRODUCTS, to the extent such are utilized to
provide an operating system or an embedded application ("inside the skins") for
a Mitel pbx or Mitel voice mail or messaging offering, will likewise perform for
fifteen (15) months from the date of shipment from Mitel factory, substantially
in conformity with the Mitel provided technical documentation (functional and
operating specifications) that Mitel publishes regarding same (end-user
reference and operating manuals and guides relating to the program).

c. Mitel likewise warrants that the software and firmware program components of
its PRODUCTS, to the extent such are utilized to provide an external
(peripheral) operating system or an external (peripheral) application for a
Mitel pbx and/or voicemail or messaging offering will perform for a period of
either one hundred twenty (120) days from the date of shipment or ninety (90)
days from the date VAR cuts over the PRODUCT, whichever is sooner. The software
and firmware media for such will nevertheless be warranted for fifteen (15)
months from the date of shipment from the Mitel factory.

d. MITEL DOES NOT, HOWEVER, WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE
AND FIRMWARE PROGRAMS AS DESCRIBED IN SUBPARAGRAPHS b) AND c) ABOVE, WILL
SATISFY VAR PARTICULAR PURPOSE AND/OR REQUIREMENTS OR THAT THE OPERATION OF THE
PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.

e. Notwithstanding anything hereinabove to the contrary, any third-party
developed and licensed software that is not branded by Mitel as a Mitel PRODUCT
or any non-Mitel developed software that is included with a PRODUCT in an
unmodified condition under license from a third-party (e.g., TASKS programs, a
Microsoft program or Novell program) carries just the warranty of the Licensor
which Mitel will pass through to the VAR. SUCH A NON-MITEL PROGRAM IS NOT
SEPARATELY WARRANTED BY MITEL.

f. Mitel shall incur no liability under this warranty and this warranty is
voidable by Mitel (a) if the PRODUCT is used other than under normal use, if the
PRODUCT is not properly serviced and maintained by certified technicians and if
the PRODUCT is not maintained under proper environmental conditions, (b) if the
PRODUCT is subject to abuse, misuse, neglect, flooding, fire, lightning, power
surges or "dirty" power, third-party error or omission, acts of God, damage or
accident, (c) if the PRODUCT is modified or altered (unless expressly authorized
in writing by Mitel), (d) if the PRODUCT is installed or used in combination or
in assembly with products not supplied or authorized by Mitel and/or which are
not compatible with or are of inferior quality, design or performance to Mitel
or Mitel supplied PRODUCTS so as to cause a diminution or degradation in
functionality, (e) if there is a failure to follow specific restrictions in
operating instructions or (f) if payment for PRODUCT has not been timely made.

g. The sole obligation of Mitel and the exclusive remedy and recourse of VAR
under this warranty, or any other legal obligation, with respect to PRODUCT,
including hardware, firmware, and software media, is for Mitel, at its election,
to either repair and/or replace the allegedly defective PRODUCT or component(s)
thereof and return (prepaid) same (if necessary), or grant a reimbursement
credit with respect to the PRODUCT or component. With regard to a software
program design defect, however, to the extent it prevents the program from
providing specified functionality and/or operating as intended by Mitel, is
service affecting, and prevents beneficial use of the product, Mitel does
undertake to use its best efforts to devise a suitable corrective solution to
the problem within a reasonable period of time; should said action, however, not
substantially resolve the problem, then Mitel reserves the right to incorporate
such solution in a new release ("stream") of software. The above,

                                     Page 20                           June 2001
<PAGE>
with regard to a software design defect, likewise, constitutes the sole
obligation of Mitel and exclusive remedy of VAR hereunder with respect to
PRODUCT.

h. The responsibility of Mitel to honor the express limited warranty stated
above also shall be predicated on receiving timely written notice of the alleged
defect(s) with as much specificity as is known within thirty (30) calendar days
of the malfunction or by the expiration of the warranty period (plus thirty [30]
calendar days), whichever occurs first. Mitel shall further have the right to
inspect and test the PRODUCT to determine, in its reasonable discretion, if the
alleged malfunction is actually due to defects in material or workmanship caused
by Mitel. Unless waived by Mitel, VAR agrees to return (prepaid) the allegedly
defective PRODUCT or component to Mitel for inspection and/or testing, and, if
appropriate, for repair and/or replacement.

i. THE ABOVE EXPRESS LIMITED WARRANTY IS IN LIEU OF ALL OTHER CONDITIONS AND
WARRANTIES, EXPRESS OR IMPLIED, FROM MITEL (INCLUDING ITS PARENT) AND THERE ARE
NO OTHER WARRANTIES WHICH EXTEND BEYOND THE FACE OF THIS WARRANTY. ALL OTHER
WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE RELATING TO USE OR PERFORMANCE OF
THE PRODUCT, INCLUDING ITS PARTS, ARE HEREBY EXCLUDED AND DISCLAIMED.

j. IN NO EVENT SHALL MITEL (INCLUDING ITS PARENT) UNDER ANY CIRCUMSTANCES, BE
LIABLE FOR NOR SHALL VAR (DIRECTLY OR INDIRECTLY) BE ENTITLED TO ANY SPECIAL,
CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES AS A RESULT
OF THE SALE OR LEASE OF PRODUCT, INCLUDING BUT NOT LIMITED TO FAILURE TO TIMELY
DELIVER THE PRODUCT OR FAILURE OF PRODUCT TO ACHIEVE CERTAIN FUNCTIONALITY, OR
ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, IN WHOLE OR IN PART AND
INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF USE, DAMAGE TO BUSINESS OR
DAMAGE TO BUSINESS RELATIONS. MITEL SHALL NOT BE LIABLE FOR PERSONAL INJURY OR
PROPERTY DAMAGE UNLESS CAUSED SOLELY BY MITEL'S NEGLIGENCE.

SX-200 & SX-2000 EXTENDED LIMITED HARDWARE WARRANTY

Mitel now offers an extended limited warranty on the SX-200 and SX-2000 hardware
at no additional charge to VAR provided VAR registers its purchases with Mitel
in accordance with the terms and conditions of the program as described below.
The warranty period will be extended from fifteen (15) months to sixty (60)
months upon acceptance by Mitel and the warranty will be subject to the same
language (except for a longer term) and conditions as the regular fifteen (15)
month hardware only warranty as noted above. Below please see the form for
registration (via Mitel On-Line) of the extended hardware warranty and
acknowledgment thereof.

                       ACKNOWLEDGEMENT OF REGISTRATION AND
                    ISSUANCE OF EXTENDED WARRANTY CERTIFICATE
                      TO __________________________________
                           (insert name of dealership)

This document constitutes Mitel's recognition that you have an additional
forty-five (45) month hardware only express limited warranty on the below listed
component parts at the below-noted customer site subject to the terms and
conditions, warnings, disclaimers, and limitations of liability as fully
described in your expressed limited warranty from Mitel which is incorporated in
your authorized agreement with Mitel which is incorporated by reference herein,
in haec verba:

<TABLE>
<CAPTION>
Product #                                 Serial #
---------                                 --------
<S>                                       <C>



</TABLE>

                                     Page 21                           June 2001
<PAGE>
Customer Name:
                           ----------------------------------------------------

Installed Site Address:
                           ----------------------------------------------------

Installed Site Phone #
                           ----------------------------------------------------

The above-noted express limited extended hardware warranty is only granted to
the named VAR and is not transferable or assignable without Mitel's prior
express written consent

Should your above-noted location need to relocate the warranted part(s), you
must re-register the new site for the warranty to remain in full force and
effect. Mitel is under no obligation to honor the said warranty should the
registered parts be presented for repair, replacement or refund by any
third-party (e.g., an end-user or another interconnect).

The above-noted warranty is only valid so long as the VAR continues to be an
authorized Mitel VAR with respect to the products in question. Upon termination
for cause of the authorized agreement, the said warranty shall terminate and be
of no further force or effect whatsoever. Upon non-renewal, expiration or
termination other than for a declared material breach in Mitel's reasonable
discretion, however, Mitel will duly honor the remainder of the said warranty.

Please note registration for the limited extended hardware warranty must be
completed within sixty (60) days of shipment from Wholesale Distribution and/or
Mitel.

For eligible products that are being manufacturer discontinued by Mitel, VAR
will be provided the opportunity to register for the limited extended hardware
warranty for sixty (60) days after the last day to order from Mitel. Any
manufacturer discontinued products that are purchased after sixty (60) days from
the last day to order from Mitel will no longer be eligible for the limited
extended hardware warranty.

Should Mitel hereafter discover that the information provided by you is
incorrect in any material respect, the said warranty shall become void ab
initio.

You agree during the term of your authorized agreement and for any period
thereafter that the warranty is honored by Mitel, as aforesaid, to continue
providing all necessary warranty service, with respect to diagnosing,
de-installing, shipping, receiving, re-installing any warranted parts found to
be defective in material or workmanship during the warranty term. You likewise
agree to continue providing routine maintenance and to assure the equipment is
only operated under proper environmental conditions with specified electrical
power flow.

You also agree that the warranty will not be honored if the parts are subjected
to abuse, misuse or neglect, et cetera, as determined in Mitel's reasonable
discretion and that normal wear and tear is not being warranted by Mitel in any
event.

Agreed:                                               *
         --------------------------------------------

Printed Name:
                    ------------------------------------------

Title:
                    ------------------------------------------

Dated:
                    ------------------------------------------

* (Authorized VAR must sign and return a printed hard copy of this Certificate
to Mitel Networks Corporation @ 350 Legget Drive, Kanata, Ontario, Canada, K2K
2W7 or via fax (613) 592-4784, to the attention of Channel Marketing (Five Year
Warranty Registration) in order to complete the Registration process).

                                     Page 22                           June 2001
<PAGE>
                   CONDITIONS CONCERNING USE OF MITEL SOFTWARE

a. VAR receives no right to use any Mitel Software except by the grant of an
express written license from Mitel as delineated in the underlying Agreement.
VAR agrees to use the Mitel Software only in conjunction with the Mitel PRODUCTS
with which it is intended to operate. VAR agrees that all Mitel Software shall
be treated as the exclusive property of Mitel or its suppliers, as appropriate,
and a proprietary trade secret of Mitel or its suppliers, as appropriate. VAR
shall take those steps as may be necessary to hold the Mitel Software in
confidence for the benefit of Mitel or its suppliers, as appropriate VAR shall
not provide or make the Mitel Software available to any person other than its
employees on a "need to know" basis and shall issue adequate instructions to
those persons necessary to satisfy VAR's obligations under this provision.

b. VAR shall not execute, use, copy, alter or modify the Mitel Software (except
for making a backup copy) or take any action inconsistent with the exclusive
ownership interest of Mitel or its suppliers, as appropriate, in the Mitel
Software. VAR shall not decompile, reverse assemble, analyze or otherwise
examine for reverse engineering purposes the Mitel Software, in whole or in
part, or any firmware implementation of the Mitel Software. VAR may not
sub-license the Mitel Software, in whole in or part, without first assuring that
its sublicensee agrees, in writing, to adhere to the terms hereof. VAR may only
use the Mitel Software in conjunction with the Mitel equipment configuration on
which the Mitel Software may be executed and at the originally installed site
without obtaining written permission otherwise from Mitel; such permission shall
not be unreasonably withheld. Upon termination of this license, VAR shall
deliver to Mitel all material supplied by Mitel pertaining to the license.

c. During the term of this Agreement, and when not in default or breach
hereunder, VAR shall have the right to sublicense the Mitel Software to its
customers subject to the terms hereof and only for the operation by its
customers of associated Mitel PRODUCTS. VAR agrees to take prompt steps to
terminate any sublicense granted hereunder by VAR under direction from Mitel if
its customer fails to comply with the terms of such sub-license and does not
cure such failure within ten (10) days written notice from VAR.

                          TOLL FRAUD DISCLAIMER/WARNING

Mitel disclaims any express or implied warranty that its equipment is
technically immune from or prevents fraudulent intrusions into and/or
unauthorized use of the system (including its interconnection to the long
distance network). VAR is hereby warned that fraudulent use of the system,
including but not limited to DISA, auto-attendant, voice mail, 800, 888, 900,
and 10XXX service, is possible, and VAR agrees to warn its customers of such.
Mitel also warns VAR that while telecommunications systems are not immune from
toll fraud by an intervening criminal act, that Mitel has published a Technical
Service Bulletin entitled "PABX-CDE Programming Pertaining to Unauthorized Toll
Calling Access", which, if its recommendations are properly followed, will help
minimize the threat of fraudulent intrusion into the system for the purpose of
gaining access to a long distance line.

                               INVASION OF PRIVACY
                               DISCLAIMER/WARNING

Mitel hereby disclaims any express or implied warranty that its equipment is
technically immune from or prevents unlawful and/or unauthorized utilization
that may result in invasion of one's right to privacy. Mitel hereby warns VAR
that such is possible, and VAR agrees to warn its customers of such.

                              LOSS OR THEFT OF DATA

Mitel hereby disclaims any express or implied warranty that its equipment is
technically immune from or prevents improper, unlawful and/or unauthorized
utilization that may result in the loss of or theft of electronic data. Mitel
hereby warns VAR that such is possible, and VAR agrees to warn its customers of
such.

                              RECORD A CALL FEATURE

Mitel hereby makes VAR aware that the "Record a Call Feature" has legal
implications as outlined in the Mitel technical documentation. Record a Call
does not provide a warning tone, therefore, end users should indicate verbally
that the call is being recorded when activating this feature. VAR agrees to warn
its end-user customers of this matter during its training session and to pass on
the pertinent


                                    Page 23
                                                                       June 2001
<PAGE>

documentation warnings and disclaimers concerning such.

                         EXTERNAL LISTEN & MUSIC ON HOLD

The External Listen feature contained in the March Networks 3100 ICP product may
violate provincial, state, or federal statutes including without limitation
criminal, or privacy legislation. VAR, and customer are hereby warned to check
local laws to ensure that use of this feature does not contravene any such
statutes.



-----------------
VARs Initials


                                    Page 24
                                                                       June 2001
<PAGE>

                                   SCHEDULE C
                   ELITE VAR PROFESSIONAL SERVICES REQUIREMENT
             FOR SALE OF MARCH NETWORKS 3200 ICP/3300 ICP PRODUCTS.

1. GENERAL. Should Elite VAR wish to be able to purchase the March Networks 3200
ICP and 3300 ICP PRODUCTS they will be required to comply with the following
requirements:

         a) Elite VARs will be required to purchase certain services from
Mitel's Professional Services Group in order to distribute the March Networks
3200 ICP and/or 3300 ICP PRODUCT families. Elite VAR understands and agrees that
this requirement is based on the need for certain technical certification,
skills and experience (e.g. MCSE and LAN certification) in order to be able to
properly sell, install and maintain the March Networks 3200 ICP and 3300 ICP
PRODUCTS.

         b) Elite VAR must order the "VOIP Readiness Services Package (part #
53000290)" on the same Purchase order as the March Networks 3200 ICP PRODUCT
(Mitel will define the Services Package Part number for the March Networks 3300
ICP PRODUCTS in conjunction with the general availability of the PRODUCT.

         c) The Services Package will be valid for a single-site non-networked
3200 ICP Product Installation. Multi-site and/or networked installations will
require a separate statement of work and services engagement. Elite VAR will
contact the Mitel Professional Services organization to initiate the multisite
service engagement.

         d) Elite VAR will be required to meet the March Networks 3200 ICP /
3300 ICP technical training requirements prior to ordering the PRODUCTS from
Mitel Customer Service.

         e) The Services Package is nondiscountable, but it is eligible for MPR
crediting.

         f) Upon Receipt of the Purchase order from the Elite VAR, the Mitel
Customer Services Group will contact the Mitel Professional Services
organization to initiate the service requirement.

         g) Mitel IP Phone sets, applications and spare parts may be purchased
without utilising the Services Package, however,

21. VOIP Readiness Services Description. The following is the description of the
VOIP Readiness Services Package. The part number can be found in the Mitel VAR
price list under the professional services section, which is available in Mitel
On-Line.

         *  PART NUMBER            53000290
            DESCRIPTION            VOIP READINESS
                                   SERVICES PACKAGE
            PRICE                  $2,875 CANADIAN
                                   (NON-DISCOUNTABLE)

DETAILED DEFINITION:

Mitel Networks' VOIP Readiness Services Package includes a combination of
pre-sales support, coupled with network assessment and design services, to help
assure a properly designed, configured and implemented solution for single-site,
non-networked March Networks 32001CP sales.

Pre-Sales Support - Your Mitel Account Executive and Sales Engineer will work
closely with you to help assure that all special VOIP considerations are
reviewed and to configure the appropriate March Networks IP solution.

Network Assessment - Our VOIP experts will assess the suitability of the
existing LAN infrastructure to support the proposed March Networks IP solution.
Included with this assessment is an engineering-level recommendation outlining
the network upgrades that may be required to assure relatively seamless VOIP
integration.

Network Design - Building on the Network Assessment, our next step is to define
the network structure that will fit your proposed March Networks IP solution. We
will provide written recommendations that outline the placement and
specifications of all network elements.


                                    Page 25
                                                                       June 2001
<PAGE>


*The previous part number is non-discountable and subject to change as defined
in the underlying agreement. Mitel may define a new Services Package for the
March Networks 3300ICP PRODUCT.


                                    Page 26
                                                                       June 2001
<PAGE>

                                   SCHEDULE D
                             VOLUME BASED DISCOUNTS


VAR's Discount for the Mitel PRODUCTS listed in the Mitel Caribbean Price List
will be pre-determined by the VAR's historical Mitel sales volume production as
recorded by Mitel for the previous twelve (12) months as it relates to the
Volume Discount Table illustrated below. This calculation will equate to VAR's
"Annual Sales Discount Objective". If VAR has less than one (1) year of sales
history with Mitel, the "Annual Sales Discount Objective" will be based on
qualifying sales (in Mitel's discretion) of the telecommunications products of
others. If VAR is new and has no sales history, the "Annual Sales Discount
Objective" will be based on reasonable sales projections as agreed upon by Mitel
and VAR. VAR's Discount (herein called "Assigned Discount") for the agreed
Annual Sales Discount Objective will initially be subject to increase or
decrease as stated below.

Mitel reserves the right on a quarterly basis to review the Assigned Discount
based on the results of a review of the VAR's Product Purchases. If Mitel
determines, in its discretion, that based upon the prior quarter's performance
of the VAR that the VAR will not achieve its Annual Sales Discount objective,
Mitel shall adjust the Assigned Discount in accordance with the Volume Discount
Table which replacement Assigned Discount shall apply for the succeeding Quarter
and so on. Mitel shall, likewise, increase the discount on a quarterly basis to
the extent justified. To the extent VAR fails to meet or exceed its discount
objective for the preceding quarter, Mitel also reserves the right, in making
the downward adjustment for the ensuing quarter, to include the unearned
discount received the previous quarter and/or quarters in the calculation in
such a way as to recapture the shortfall.


                              VOLUME DISCOUNT TABLE

<TABLE>
<CAPTION>
        TIER            PURCHASES ($000S)               DISCOUNT
        ----            -----------------               --------
<S>                     <C>                        <C>
          I                  0 - 99.9                       3%
         II                100 - 299.9                      8%
         III               300 - 599.9                     12%
         IV                600 - 999.9                     16%
          V                1.0 - 1999.9                    18%
         VI                   2.0+                 Open See Mitel SAE
</TABLE>


                                    Page 27

                                                                       June 2001
<PAGE>




Mitel reserves the right to off-set credits against any past due accounts
receivable owed to Mitel such that discounts or credits are issued only for
purchases made and timely paid for. Currently, discounts shall be applied toward
and issued against all CPE and/or CTI equipment, applications, and peripherals,
but not for remanufactured/refurbished or PRODUCTS identified as
Non-Discountable in the Mitel Caribbean Price List. Sales volume shall be based
on Mitel Caribbean Price List. Sales volume, however, will not include and be
net of any applicable sales, excise, use, GST, or similar taxes for purposes of
calculating the discount. Discounts will apply against purchases at the time
they are shipped.


----------------------
VAR's Initials



                                    Page 28
                                                                       June 2001


<PAGE>

                                   SCHEDULE E
                      BI-LATERAL SOFTWARE LICENSE AGREEMENT
      FOR SX-2000 / MARCH NETWORKS 3200 ICP MSDN AND/OR MSAN CONFIGURATION


AGREEMENT entered into by and between MITEL NETWORKS CORPORATION ("Mitel") and
CORTELCO SYSTEMS, PR, INC., a Mitel VAR ("VAR") this _____ day of
_________________, 2001, by and between MITEL NETWORKS CORPORATION, having its
principal place of business at 350 Legget Drive, Kanata, Ontario, K2K 2W7a
Canadian corporation (hereinafter referred to as "Mitel") and CORTELCO SYSTEMS,
PR, INC., a(n) ________________________ corporation with its principal place of
business located at P.O. BOX 363665, SAN JUAN, PUERTO RICO 00936-3665
(hereinafter referred to as "VAR").

WHEREAS, VAR is desirous of obtaining preferential pricing from Mitel with
respect to the installation of an SX2000 Mitel Superswitch Digital and/or Analog
Network ("MSDN" or "MSAN") in addition Mitel may choose to offer preferential
pricing with respect to the installation of a March Networks 3200 ICP Network
("MSDN" or "MSAN"); and

WHEREAS, VAR agree that Mitel is relying to its detriment on the representation
of VAR with respect to the fact that the SX-2000 and/or March Networks 3200 ICP
systems to be utilized pursuant to this Agreement are to be used exclusively in
an MSDN and/or MSAN configuration; and

WHEREAS, VAR agrees that if said MSDN and/or MSAN configuration is not
completely installed within six (6) months from the date of the cutover of the
first Site of the network as per the MSDN and/or MSAN Network Configuration
Schedule attached hereto and incorporated by reference herein as Exhibit A, then
Mitel reserves the right and VAR agrees that Mitel shall have the right to audit
the network configuration as actually installed and to charge VAR additional
monies for the SX-2000 / March Networks 3200 ICP systems actually purchased and
installed as part of the MSDN and/or MSAN Configuration; and

WHEREAS, VAR agrees that VAR shall be responsible to Mitel to re-license (at the
then current list price), any software removed from the MSDN and/or MSAN
Configuration as defined in the Mitel Software relicensing policy, which is
available on Mitel On-Line.

NOW, THEREFORE, in consideration of the mutual covenants flowing by and between
the parties hereto and other good and valuable consideration, the parties,
intending to be bound, hereby agree, in writing, as follows:

1. The above recitals are true and correct and are incorporated by reference
herein.

2. VAR warrants and represents that the attached Exhibit A MSDN and/or MSAN
Configuration is a true and accurate depiction of the network VAR intends to
install and maintain within the next six (6) months.

3. Mitel hereby grants VAR, a perpetual, paidup, non-transferable, non-exclusive
limited license to utilize the SX-2000 and/or March Networks 3200 ICP LIGHTWARE
as described in Exhibit A within the MSDN and/or MSAN Configuration as reflected
in Exhibit A. VAR agrees that all such software shall be treated as the
copyrighted, exclusive property of Mitel and as proprietary and confidential
information of Mitel. VAR agrees not to alter, modify, reverse engineer,
decompile, reverse assemble or copy (except for archival purposes as permitted
by Canadian Copyright Law) said software. VAR agrees to sublicense such software
to its end-user customer on terms and conditions, disclaimers and limitations of
liability substantially similar to those of this Agreement.

4. Mitel hereby warrants such LIGHTWARE to VAR, as per the Mitel Caribbean
Product Warranty incorporated by reference within the underlying agreement in
Schedule B, subject to its terms and conditions, disclaimers and limitations of
liability and VAR accepts such as its sole remedy.

5. Customer and VAR agree that Mitel may exercise its right to charge VAR
additional monies if the network as described in the Exhibit A MSDN and/or MSAN
Configuration is not installed to the extent and within the period of time as
promised. Likewise, VAR agrees to adhere to the Mitel relicensing policy, which
is available on Mitel On-line or acquire (at the then current list price for the
said software) any software necessary for the


                                    Page 29
                                                                       June 2001
<PAGE>

operation of any hardware that is removed from the network and relocated to
another customer location. Failure to re-license any such removed software shall
be a material breach of the VAR Agreement.

6. VAR likewise agrees that any additions to the Exhibit A MSDN and/or MSAN
Configuration shall be covered by this Agreement as if made an original part
hereof. VAR agrees to sign and submit to Mitel an Amendment form which reflects
the new configuration and confirms the fact that the software included in such
new MSDN and/or MSAN configuration shall be covered by this underlying
Agreement. Changes to the network configuration will be priced on a per node or
per SITE basis in accordance with the terms of the Network Program terms and
conditions.

7. Nothing stated hereinabove shall be deemed to prevent Mitel from changing the
pricing with respect to future sales but re-pricing of completed sales shall be
accomplished as per the Network Program terms and conditions which is available
on Mitel On-Line.

8. - MITEL DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY THAT ITS EQUIPMENT IS
TECHNICALLY IMMUNE FROM OR PREVENTS FRAUDULENT INTRUSIONS INTO AND/OR
UNAUTHORIZED USE OF THE SYSTEM (INCLUDING ITS INTERCONNECTION TO THE LONG
DISTANCE NETWORK). CUSTOMER IS HEREBY WARNED THAT FRAUDULENT USE OF THE SYSTEM,
INCLUDING BUT NOT LIMITED TO DISA, AUTO-ATTENDANT, VOICE MAIL, 800, 888 AND 900
SERVICE AND 10XXX, IS POSSIBLE. MITEL ALSO WARNS CUSTOMER THAT WHILE
TELECOMMUNICATIONS SYSTEMS ARE NOT IMMUNE FROM TOLL FRAUD BY AN INTERVENING
CRIMINAL ACT, THAT MITEL HAS PUBLISHED TECHNICAL SERVICE BULLETINS ENTITLED
"PABX-CDE PROGRAMMING PERTAINING TO UNAUTHORIZED TOLL CALLING ACCESS", WHICH, IF
ITS RECOMMENDATIONS ARE PROPERLY FOLLOWED, WILL HELP MINIMIZE THE THREAT OF
FRAUDULENT INTRUSION INTO THE SYSTEM FOR THE PURPOSE OF GAINING ACCESS TO A LONG
DISTANCE LINE.

         - MITEL HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY THAT ITS
EQUIPMENT IS TECHNICALLY IMMUNE FROM OR PREVENTS IMPROPER, UNLAWFUL AND/OR
UNAUTHORIZED UTILIZATION THAT MAY RESULT IN THE LOSS OF OR THEFT OF ELECTRONIC
DATA.

         - MITEL HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY THAT ITS
EQUIPMENT IS TECHNICALLY IMMUNE FROM OR PREVENTS UNLAWFUL AND/OR UNAUTHORIZED
UTILIZATION THAT MAY RESULT IN INVASION OF ONE'S RIGHT TO PRIVACY. MITEL HEREBY
WARNS VAR THAT SUCH IS POSSIBLE, AND VAR AGREES TO WARN ITS CUSTOMERS OF SUCH.

9. This Agreement shall be interpreted under the laws of Canada and the Province
of Ontario.

10. In any dispute arising out of this Agreement the prevailing party shall be
entitled to reasonable attorney fees and costs.

11. This Agreement is not assignable without the prior express written consent
of Mitel.

12. This Agreement may not be altered, modified or amended without the prior
express written consent of all parties and this writing expresses the entire
agreement of the parties with respect to the subject matter hereof.

13. ALL CHANGES TO THIS AGREEMENT (INCLUDING ANY ATTACHMENTS OR ADDENDA HERETO)
MUST BE IN WRITING AND SIGNED BY BOTH PARTIES. MITEL SHALL NOT BE BOUND BY ANY
VERBAL AGREEMENT OR VERBAL MODIFICATIONS.

14. Mitel and VAR agree that this Agreement is to be read in pari materia with
that certain Mitel VAR Agreement.

15. The parties hereto agree to perform all future acts contemplated by this
Agreement.

IN WITNESS WHEREOF, the parties hereto set their respective hands and seals
hereinbelow the first day above written.


                                    Page 30
                                                                       June 2001
<PAGE>


MITEL NETWORKS CORPORATION                   CORTELCO SYSTEMS, PR, INC.

By:                                          By:

Printed                                      Printed
Name:                                        Name:

Title:                                       Title:



         WITNESS/ATTEST:                               WITNESS/ATTEST:

By:                                          By:
       Corporate Secretary/                          Corporate Secretary/
         Witness Signature                             Witness Signature


                                    Page 31
                                                                       June 2000
<PAGE>
                                   SCHEDULE F
                               PLATINUM ELITE VAR

THIS AGREEMENT entered into this _____ day of ___________________, 2001 by and
between MITEL NETWORKS CORPORATION, a Canadian corporation, with its corporate
headquarters located at 350 Legget Drive, Kanata, Ontario, Canada, K2K 2W7
(hereinafter referred to as "Mitel") and CORTELCO SYSTEMS, PR, INC., a(n)
__________________________ (name of the country you are incorporated in; or are
you a partnership or sole proprietorship), with its principal place of business
located at P.O. BOX 363665, SAN JUAN, PUERTO RICO 00936-3665.

WHEREAS, the parties have previously entered into a Mitel VAR Agreement; and

WHEREAS, the parties mutually desire to augment the terms and conditions of such
standard Mitel VAR Agreement by this Addendum, which allows VAR to utilize the
Mitel Platinum Elite VAR name (in accordance with the Mitel Graphic Standards
Manual and paragraph # 4 (d) of the underlying VAR Agreement when promoting,
selling, installing and servicing Mitel products, as well as to be entitled to
the additional benefits listed in this Addendum, provided said Platinum Elite
VAR agrees to the terms, obligations and conditions listed hereinbelow.

NOW, THEREFORE, in consideration of the mutual covenants flowing by and between
the parties hereto and other good and valuable consideration, the parties,
intending to be bound, hereby agree, in writing, as follows:

1. RECITALS. The above recitals are true and correct to the best knowledge and
belief of the parties and are incorporated by reference herein.

2. TERM. The term of this Addendum shall be for a period coterminous with the
Mitel VAR Agreement.

3. BREACH OF CONTRACT. Should either party engage in a material breach of this
Addendum, it shall be grounds for termination of the underlying Mitel VAR
Agreement itself, as well.

4. ENTIRETY. This Addendum shall be read in pari materia with the Mitel VAR
Agreement between the parties. The terms and conditions of the said underlying
VAR Agreement shall prevail in all respects to the extent of a conflict
herewith; likewise, the provisions of such underlying VAR Agreement shall
supplement this Addendum to the extent not expressly addressed herein.

5. APPOINTMENT OF PLATINUM ELITE VAR WITH RESPECT TO NEW PRODUCTS. Mitel
develops and readies certain new PRODUCTS for market, Platinum Elite VAR will be
given priority in the field trial and initial introduction stages of the life
cycle of such PRODUCTS.

6. PLATINUM ELITE VAR'S OBLIGATIONS TO MITEL. In addition to the requirements of
the underlying VAR Agreement, Platinum Elite VAR agrees to the following:

         a) Technical Qualification and Certification Minimum Requirements.

                  (i) If requested the Platinum Elite VAR is obligated to
participate in the beta testing of new solutions and in joint market development
activities from time to time.

                  (ii) The Platinum Elite VAR must have and maintain in its full
time employ, a minimum of one employee on staff who has achieved MCSE (Microsoft
Certified Systems Engineer) certification or the Win2000 certification (WCSE)
from Microsoft. This MCSE(s) and/or WCSE(s) will be responsible for providing
pre-sales engineering and 1St line Microsoft Windows NT technical support to
field service technicians. Proof of MCSE certification (via true copy of formal
Microsoft transcript) is required). Should the Platinum Elite VAR lose its
required MSCE(s) and/or WCSE(s), the Platinum Elite VAR will have up to ninety
(90) days grace period (from the last day of employment) to hire another MCSE
and/or WCSE or else Platinum Elite VAR status will be lost. Platinum Elite VAR
agrees to give Mitel written notice should this issue arise.

                  (iii) Platinum Elite VARs that have offices in
multi-geographic locations may be required to employ more than one MCSE and/or
WCSE in order for an MCSE and/or WCSE to be available for on site emergency
situations, and able to meet the required on site emergency response times
outlined as per SCHEDULE I, Customer Service and Support Requirements of the
underlying VAR


                                    Page 32
                                                                       June 2001
<PAGE>

agreement. Should Mitel receive customer complaints in regard to MCSE and/or
WCSE response times, Mitel will provide a letter to the Platinum Elite VAR to
the effect the said VAR will need to increase its number of certified techs in
that area in order to provide appropriate customer support. The Platinum Elite
VAR will be granted a grace period not to exceed three (3) months to assure
compliance with this latter obligation.

                  (iv) In addition, Platinum Elite VAR agrees to keep in its
employ a minimum of one technician, for every PAR in which Platinum Elite VAR
sells and installs Product, that is exclusively and solely dedicated to the
installation and maintenance of Mitel's PBX (SX-200/SX-2000) and VOIP Product
lines (including peripherals) and no one else's. The exclusively dedicated
technicians) is/are required to maintain the most current Mitel technical
certification on all such PRODUCTS installed and maintained by the Platinum
Elite VAR. Mitel certification courses for such Products may require one or more
course pre-requisites.

                  (v) On or before September 1, 2001 Platinum Elite VAR must
have and maintain a minimum of one full time employee on staff who has achieved
LAN certification. This LAN Certified Technician will be responsible for
providing pre-sales LAN engineering and/or configuration and 15' line technical
support to field service technicians. Platinum Elite VAR must submit proof to
Mitel that establishes prior to September 1, 2001, in Mitel's reasonable
discretion, that it has an employee on staff that has achieved such
certification. Should the Platinum Elite VAR lose its LAN Certified
Technician(s), the Platinum Elite VAR will have up to a ninety (90) day grace
period (from the last day of the former technicians) employment) to hire another
LAN Certified Technician or else Platinum Elite VAR may become ineligible to
remain in the Platinum Elite VAR category in Mitel's reasonable discretion.
Platinum Elite VAR agrees to give Mitel immediate written notice should its LAN
Certified Technician leave the employ of Platinum Elite VAR. TABLE 1 below
identifies various third-party professional designations, which Mitel accepts as
constituting LAN Certification. Mitel reserves the right to accept other forms
of LAN Certification. Mitel may, in its discretion, augment Table 1 from time to
time to include additional LAN certification courses.

                                     TABLE 1
                                 Mitel Approved
                            LAN Certification Courses

                        Certified Support Expert (NNCSE)
                       Certified Network Associate (CCNA)
                      Certified Network Professional (CCNP)
                      Certified Design Professional (CCDP)
                         Master of Network Science (MNS)
                        Cabletron Systems Engineer (CSE)
              Network Connectivity Professional Certification (NCP)
                      Intel Certified Solutions Consultant
                     Intel Certified Integration Specialist

         b) Exclusive Sales Representative. Platinum Elite VAR agrees to keep in
its employ a minimum of one sales representative for every PAR in which Platinum
Elite VAR sells and installs Product who is exclusively and solely dedicated to
the bidding and proposing of Mitel's PBX (SX200/SX-2000) and VOIP Product lines
(including peripherals) and no one else's.

         c) VOIP Demonstration System. Platinum Elite VAR agrees to establish
and maintain a Mitel VOIP (March Networks 3200 and/or 3300) demonstration system
within each assigned PAR. The demonstration system will follow the terms and
conditions of the Mitel demo program, which is explained in the VAR Benefit
Handbook, which is available on Mitel-On-line. Platinum Elite VAR agrees not to
resell such system without first offering it back to Mitel, in writing, at its
original purchase price less depreciation.

         d) IP Skills Training. Platinum Elite VAR agrees to maintain a minimum
of two (2) technicians in their employ at all times who have successfully
completed the Mitel IP Technical Skills training course. In addition the
Platinum Elite VAR must maintain a minimum if two (2) sales professionals in
their employ at all times who have successfully completed the Mitel IP Sales
Skills training course. Should the Platinum Elite VAR lose

                                                                       June 2001

                                    Page 33
<PAGE>

its required sales or technical individual(s), the VAR will have up to ninety
(90) days grace period (from the last day of the former technician's or sales
representatives employment) to have a new individuals) either from within the
dealership or via new hire obtain their applicable Mitel IP skills training.

         e) Offer Professional Services to End Customers. Platinum Elite VAR
must offer Professional Services to their end customers. For the purposes of
this agreement Professional Services include;

                  (i) Local Area Network (LAN)/Wide Area Network (WAN) Design.
Platinum Elite VAR is able to offer services to a customer that includes the
ability to design a network that supports Data and Voice traffic and/or
enhancement of an existing LAN / WAN. They must have the ability to install and
maintain the network once it has been designed.

                  (ii) Application Development and Integration. Platinum Elite
VAR is able to design, develop and/or create third party applications within
their organization and integrate them for use at an end customer location within
an existing or new LAN % WAN.

                  (iii) Data Assessment Services. Platinum Elite VAR is able to
review an end customer's network infrastructure to understand how the LAN/WAN is
currently being utilized and to offer suggestions / improvements that can
enhance the performance of the network. This may include the recommendation and
installation of new products (hardware / software) or the redeployment / reuse
of the existing resources.

Mitel may in its discretion accept other forms of Professional Services offered
by the Platinum Elite VAR to their end customers.

7.       MITEL OBLIGATIONS TO PLATINUM ELITE VAR.

         a) Access to Mitel Platinum Elite VAR name, logos, decals and
literature. Platinum Elite VAR is entitled to state it is a Mitel Platinum Elite
VAR in the promotion of Mitel Products, but Platinum Elite VAR shall not use the
name Mitel or any of its brand names or trademarks in its own name and/or
tradename (actual or fictitious and including in an "800" or "888" type number)
without the prior express written consent of Mitel, and Platinum Elite VAR,
likewise, agrees to conform to the Canadian Trademark Law, as well as the
electronically published Mitel Graphic Standards Manual in utilizing Mitel marks
and copyrighted material in order to preserve and enhance the goodwill
associated with Mitel's name and marks.

         f) Mitel Literature Rebate. Mitel will provide Platinum Elite VAR all
Literature (not including promotional items) at no charge to the Platinum Elite
VAR.

         g) Additional Technical Training Coupons. Mitel will provide Platinum
Elite VAR VOIP products / applications training (technical and sales) at no
charge for the balance of the agreement. In addition, Mitel will provide
Platinum Elite VAR 2 (two) additional Mitel technical training coupons at no
charge for the SX-2000 platform (technical and sales).

         h) Mitel Product Support Priority Queue. Mitel will place Platinum
Elite VAR technicians at the top of the Mitel Product Support queue whenever
they call in on the Mitel Product Support toll free number: 1-800-561-0860.

         i) Mitel Sales and Technical Training Priority Enrollment. Mitel will
provide advance notice to Platinum Elite VAR to allow for priority enrollment in
Mitel offered training classes.

         j) Additional Discount for Employing MCSE/WCSE and LAN Certified
Technicians. Mitel will provide Platinum Elite VAR a .5% discount on all SX-2000
and March Networks 3200 ICP / 3300 ICP PRODUCT purchases for keeping in its
employ an MCSE/WCSE and LAN Certified technicians.

         k) Redeployment of Mitel Network Solutions (MNS) Customer Base. Mitel's
subsidiary, Mitel Network Solutions, Inc., from time to time may choose to sell
certain of its installed base and Platinum Elite VAR will be given an
opportunity to bid on such base on a priority basis to the extent it is
otherwise eligible to do so.

         l) Priority Lead Referral from Mitel Marketing Alliances. Platinum
Elite VAR will be provided customer leads derived from our Marketing
relationships with third-party companies. In some instances this may include
advanced training opportunities as well as invitations to events sponsored by
Mitel and/or the Marketing Alliance.

         m) Mitel Professional Services Program. Platinum Elite VAR will be
provided the

                                                                       June 2001

                                    Page 34
<PAGE>

opportunity to participate and become a member of the Mitel Professional
Services Program. In addition Mitel will utilize Professional Services to
fulfill certain service obligations that Mitel is unable to complete with
internal resources. The Professional Services Program terms and conditions are
available on Mitel On-Line.

         n) Assisted Business Planning. Platinum Elite VARs are eligible to
receive certain business planning services as provided by Mitel in the form of a
one-day session at a location selected by Mitel. This session will be provided
at no charge to the Platinum Elite VAR however, travel, hotel and expenses are
the responsibility of the Platinum Elite VAR.

         o) Value Oriented Incentive Proms (Incentive Program). Platinum Elite
VAR will be provided the opportunity to participate in the VOIP program. This
program has been designed to reward Platinum Elite VAR, with additional
discounts (up to 5%) against your total FY02 sales of Mitel products for
bringing value to the Platinum Elite VAR program. The program will consist of
five elements; customer satisfaction (value), technical efficiency, Mitel
Networks accreditation, purchased demo systems and a percentage of your IP
Revenue. Each element will be worth 20% of the total, which if achieved, would
translate into an additional one percent per element for a maximum of five
percent. The program terms and conditions are available in the Platinum Elite
VAR Benefit Handbook, which is available on Mitel On-line.

The attached charts explains how you can become eligible for the additional five
(5) percent Value Oriented Incentive Program discount, which will be paid out at
the end of Mitel Networks' fiscal year (May, 2002) as a credit. Please note that
you must achieve your Minimum Purchase Requirement (MPR) before being eligible
for this credit.

                                                                       June 2001

                                    Page 35
<PAGE>
\
                                     TABLE 2
                        VALUE ORIENTED INCENTIVE PROGRAM

<TABLE>
<CAPTION>
ELEMENTS/GOALS                 WEIGHTING             DESCRIPTION
<S>                            <C>                   <C>
CUSTOMER SATISFACTION (VALUE)  20%                   Customer Satisfaction score would be multiplied by the weighting
VAR's CS score only does not                         factor.  The Minimum eligible CS score is 80% a score of less
include the Mitel portion.                           than 80% will get zero; for CS scores over 80% the result is the
                                                     reseller score times the weighting.

TECHNICAL EFFICIENCY           20%                   DEPENDENCE ON MITEL'S TECHNICAL SUPPORT

                                                     Mitel will evaluate for the assessment period the following
This element is to encourage                         support related criteria:
VARs to report problems with                                  -        (+) % Times our distribution partner will call
new products as they occur,                                            Mitel's Technical Support to report a new Mitel
and to encourage VARs to                                               problem as opposed to asking general or
have their technicians Mitel                                           application related questions.
Networks' certified; but to                                   -        (-) % times our distribution partner's
discourage VARs for using                                              noncertified technicians will call Mitel's
Product Support for problems                                           technical support.
that are covered in the tech                                  -        (-) % Of times our distribution partner
Manuals or by the                                                      consults Mitel's Technical Support on
certification program.                                                 Manufacture Discontinued products.
                                                     The result of the 3
                                                     percentages is calculated
                                                     and provided as the
                                                     Technical Efficiency
                                                     assessment.
Mitel Accreditation            20%                   Mitel Accreditation is based on having multiple employees in the
                                                     VAR business certified on Mitel products.  For this purpose the
                                                     VAR can have up to 3 people certified on each of the following
                                                     products;
                                                                                  Technical      Sales
                                                     Products:                    Max. Cert     Cert's
                                                     Mitel SX-200                     3            3
                                                     Mitel SX-2000                    3            3
                                                     March Networks 3200 ICP
                                                      and Applications Gateway        3            3
                                                     March Networks 3100 ICP          3            3
                                                     March Networks 3300 ICP          3            3
                                                     Nupoint Messenger                3            3
                                                     March Networks 6500
                                                      Speech Enabled Applications     3            3
                                                     March Networks 7100
                                                      Network Management.             3            N/A
                                                     Total Certifications (Max)      24            21
                                                     The VARs score for this element would be their
                                                     total number of certifications divided by
                                                     45 and multiplied by 20%, so if they had 35
                                                     certificates then they would get 35/45*20 or
                                                     15.55. Each VAR can only earn a maximum number of
                                                     points per product identified above, i.e. if a
                                                     VAR had 4 people certified on the SX-200 they would
                                                     only get 3 points for that product.
</TABLE>

                                                                       June 2001

                                    Page 36
<PAGE>

<TABLE>
<S>                            <C>                   <C>
Purchased Demo Systems         20%                   VARs can earn up to 20% by investing in our Demo or Quick Start
                                                     programs.  The VAR will earn one point based on the purchase of a
                                                     Demo/Quick Start kit for the following products.  VAR can
                                                     purchase 2 demos for IP products:
</TABLE>

<TABLE>
<CAPTION>
                                                     Product                           Points
<S>                                                                                    <C>
                                                     Peripheral Devices                   1
                                                     Mitel SX-200                         1
                                                     Mitel SX-2000                        1
                                                     Nupoint Messenger                    1
                                                     March Networks 6500
                                                      Speech Enabled Applications         1
                                                     March Networks 7100
                                                      Network Management                  1
                                                     March Networks 3100 ICP              2
                                                     March Networks 3200/3300 ICP         2
                                                     Total                               10
</TABLE>

<TABLE>
<S>                                                  <C>
                                                     The VARs score would be their purchases in demo
                                                     kits as a percentage of total demo kits listed (10)
                                                     multiplied by the elements weighting (20%).

IP Revenue                     20%                   This will be based on achievement of IP revenue as a percentage
                                                     of total revenue.  Therefore if the IP revenue as a percentage of
                                                     total revenue is 1% then the amount earned for this element is 1
                                                     %, to a max of 20%.
                                                     Must achieve MPR for total sales of Mitel Products.
</TABLE>

The final calculation of the annual rebate will be the sum of each of the five
elements individual scores. The rebate will be in accordance with the following
table:

Please note that Mitel Networks' reserves the right to adjust and/or interpret
this program as deemed necessary.

                  VALUE ORIENTED INCENTIVE PROGRAM CREDIT TABLE

<TABLE>
<CAPTION>
        VARS SCORE                                             REBATE
            (%)                                                 (%)
<S>                                                            <C>
            <70                                                  0
           70-80                                                 3
           80-90                                                 4
          90-100                                                 5
</TABLE>


                                                                       June 2001

                                    Page 37

<PAGE>
8. ENTIRE AGREEMENT. The rest of the underlying Elite VAR Agreement, to the
extent not inconsistent herewith shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
hereinbelow by their respective duly authorized representatives on the date
first appearing above.


   MITEL NETWORKS CORPORATION                   CORTELCO SYSTEMS, PR, INC.

By:                                        By:

Printed                                    Printed
Name:           Steve Grassie              Name:

Title:  Vice President Sales,              Title:
         Canadian Distribution


       WITNESS/ATTEST:                               WITNESS/ATTEST:

By:                                        By:
        Corporate Secretary/                     Corporate Secretary/
         Witness Signature                         Witness Signature


Dated:                                     Dated:

                                                                       June 2001

                                    Page 38
<PAGE>
                                   SCHEDULE G
                             MITEL SERVICES PROGRAM

THIS AGREEMENT entered into this _____ day of ____________________, 2001, by and
between MITEL NETWORKS CORPORATION, a Canadian corporation, with its corporate
headquarters located at 350 Legget Drive, Kanata, Ontario, Canada, K2K 2W7,
(hereinafter referred to as "Mitel") and CORTELCO SYSTEMS, PR, INC., a
_______________________ (corporation, partnership, sole proprietorship), with
its principal place of business located at P.O. BOX 363665, SAN JUAN, PUERTO
RICO 00936-3665.

WHEREAS, the parties have entered into a Mitel VAR Agreement; and

WHEREAS, the parties mutually desire to augment the terms and conditions of such
Mitel VAR Agreement by this writing, which allows VAR to utilize Mitel Networks
Professional, Maintenance and Support Services, and to be entitled to the
additional benefits listed in this writing, provided VAR agrees to the terms,
obligations and conditions listed hereinbelow.

NOW, THEREFORE, in consideration of the mutual covenants flowing by and between
the parties hereto and other good and valuable consideration, the parties,
intending to be bound, hereby agree, in writing, as follows:

9.       RECITALS. The above recitals are true and correct to the best knowledge
and belief of the parties and are incorporated by reference herein.

10.      TERM. The term of this writing shall be for a period coterminous with
the Mitel VAR Agreement.

11.      BREACH. Should either party breach this writing, it shall be grounds
for termination of the underlying Mitel VAR Agreement itself, as well.

12.      ENTIRE AGREEMENT. This writing shall be read in pari materia with the
Mitel VAR Agreement between the parties. The terms and conditions of the said
underlying Agreement shall prevail in all respects to the extent of a conflict
herewith; likewise, the provisions of such underlying Agreement shall supplement
this writing to the extent not expressly addressed herein.

13.      DESCRIPTION OF TWO DISTINCTIVE SERVICE OFFERINGS.

         a)       MITEL NETWORKS PROFESSIONAL SERVICES are advanced technical
services and capabilities which are offered to augment the skill sets typically
available in the dealership within Mitel's distribution channels. Specializing
in voice enabling IP infrastructures and voice centric business applications,
these value-added services are intended to complement the process of marketing
Mitel PRODUCTS and applications. VARs will benefit from having Mitel's support
of their efforts to pursue business they might not be fully equipped to handle
or typically comfortable in pursuing due to the level of complexity, or that are
cost prohibitive to provide on an ad hoc basis from time to time.

Mitel Networks Professional Services fall into the categories of Planning,
Development and Implementation. Examples of such services are:

Planning: Requirements assessment, systems design, VoIP network assessment and
design, project management, wireless RF site survey and advanced engineering
services.

Development: Custom applications design and development, systems integration and
testing.

Implementation: Complex solutions implementations, installation & testing and
training.

Mitel Networks Professional Services opportunities are subject to a
qualification process and resource availability. Additional information
regarding a complete list of service offerings, eligible products, ordering
process and pricing will be provided by way of a Mitel Networks Professional
Services Program Bulletin, which is incorporated by reference herein is
available for review via Mitel On-Line. Pricing will be available from the Mitel
Price List published confidentially through Mitel On-Line, as well.

         b)       MITEL MAINTENANCE AND SUPPORT SERVICES DESCRIPTION. Mitel
Maintenance and Support Services, (as further described in Mitel Services
Schedule #2, attached below--including warranty and post warranty maintenance)
are offered with several pre-packaged Service Plan options for Mitel branded
(including NuPoint) products and


                                    Page 39                            June 2001
<PAGE>
selected other equipment manufacturer ("OEM") products, each as may from time to
time be included in a Service Plan. It is a condition precedent to being able to
utilize this Schedule that the end user's software be at not less than the
current release minus 2 (e.g.: if current release is LW30 software then the
software version being used must be at least LW28) for the particular product
before Mitel will begin this provision of the services described in this
Schedule. The benefit to the VAR is that it is afforded the experience and
backing of Mitel Networks' North American Services Organization to assist VAR in
maintaining its end user customer's sophisticated communications solution.
Pricing of a Service Plan is by direct quotation only, initiated by VAR through
the Customer Care Center (CCC). Payment to Mitel from VAR shall be due on the
first day of each quarter in advance. No payment due to Mitel shall be delayed
as a result of a failure of VAR's customer to make timely payments, or for any
other reason.

14.      VAR OBLIGATIONS TO MITEL. In addition to the requirements of the
underlying VAR Agreement, VAR agrees to the following:

         a)       Statement of Work and Maintenance Agreement/ Service Plan. VAR
understands and agrees that it must agree to and sign a defined statement of
work and/or Maintenance Agreement and selected Service Plan Option prior to
Mitel Networks Professional Services performing any work for VAR on behalf of
VAR's customer.

         c)       Technical Qualification and Certification Requirements. VAR
understands and agrees that Mitel will provide the additional support and
Professional and/or Maintenance Services as described in the statement of work
and/or Maintenance Services but nonetheless VAR must continue to achieve and
maintain technical certification on every Product that it markets, sells and
installs in accordance with Mitel pre-requisites.

         d)       Account Control. VAR agrees to maintain overall account
control and provide one point of contact with the end-user customer for
equipment purchase, installation, billing, remote maintenance, moves, add and
changes and service coordination as well as maintain end-user maintenance
agreements. In cases where VAR has contracted with Mitel's Customer Care Center
(CCC) for a specific end customer that end customer may contact the CCC directly
to request services and support that are included in the Maintenance Agreement
and Service Plan. The Mitel CCC will not discuss services and support that are
not included in the Maintenance Agreement and Service Plan with VAR's end user
customer if there is no prior authorization from the VAR.

         e)       Purchase Order Placement. VAR will place orders for the
product required to complete the Professional Services engagement and/or Mitel
Services Agreements as described in the statement of work. PRODUCT will continue
to be ordered through wholesale distribution or Mitel as is consistent with
current practices. VAR will place orders directly on Mitel for the defined
Professional Services they require. All such orders count towards VAR's MPR
requirements but they are not eligible for discounting or rebating. VAR must
include the following on all purchase orders where Professional Services and or
Maintenance Services are being ordered;

         "THIS ORDER IS FOR MITEL NETWORKS PROFESSIONAL SERVICES and/or
         MAINTENANCE SERVICES, MITEL QUOTATION and/or REFERENCE NUMBER
         __________________"

         f)       Completion of Services Engagement. Mitel's sole obligation
under a Services engagement is to deliver the services defined either in the
statement of work and/or Maintenance Agreement and Service Plan. VAR will
provide written acceptance of the services completed by Mitel and as defined by
the statement of work at the completion of the services engagement. VAR agrees
that the services shall be deemed accepted when completed if performed in a good
and workmanlike manner in accordance with industry standards.

         g)       Custom Applications Development. VAR agrees to secure and
return to Mitel an end-user licensing agreement acceptable to Mitel's counsel,
that is executed by the end-user, for all custom applications development
engagements performed by Organization.

15.      MITEL OBLIGATIONS TO VAR.

         a)       Services Schedule. Mitel agrees to provide VAR with a current
Professional Services Schedule. The Service Schedule will include Part Numbers,
Pricing and a brief description of the services provided. The Services Schedule
is provided via Mitel On-Line in the password protected Mitel VAR Canadian price
list.


                                    Page 40                            June 2001
<PAGE>
         b)       Scheduling of Work. Mitel agrees to work closely with the VAR
to help assure that the services defined in the statement of work and/or
Maintenance Agreement and Service Plan will be provided by Mitel on a timely
basis to the extent not delayed through no fault of its own.

         c)       Consistent with Manufacturer's Standards. Mitel agrees that
services being supplied by the Mitel Services organization will be delivered on
a commercially reasonable basis and all work will be performed in a workmanlike
manner consistent with industry standards and to the specifications of the
manufacturer.

         d)       Completion of Services Engagement. Mitel will complete the
Professional Services engagement by providing the services as defined by the
statement of work. In the case of a Maintenance Services engagement there shall
be no automatic renewal of the services being provided. The term of a
Maintenance Services Agreement shall be for one year. Renewal shall require that
the VAR be in good standing with Mitel and shall otherwise be as mutually
agreed.

16.      MISCELLANEOUS

         a)       Indemnification. VAR agrees to indemnify, defend and hold
Mitel harmless from any and all claims of third-parties (including VAR's
customer) arising from the delivery of such services to the extent Mitel is
either not grossly negligent in the performance of its duties hereunder or to
the extent Mitel does not commit an intentional tort.

         b)       Disclaimer, Limitation of Liability, Exclusive Remedy.
NOTWITHSTANDING ANYTHING HEREINABOVE TO THE CONTRARY, VAR AGREES THAT MITEL WILL
NOT BE RESPONSIBLE TO VAR OR TO VAR'S END USER CUSTOMER FOR ANY CONSEQUENTIAL
DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF USE AND/OR LOSS OF
PROFITS. MITEL'S SOLE LIABILITY AND VAR'S SOLE REMEDY SHOULD THE SERVICES TO BE
PROVIDED BY MITEL HEREUNDER NOT BE SATISFACTORY TO VAR IN ITS REASONABLE
JUDGEMENT, WILL BE TO REQUIRE MITEL, AT ITS ELECTION TO EITHER REDO THE WORK TO
VAR'S REASONABLE SATISFACTION OR REFUND THE MONEY PAID TO MITEL BY VAR PLUS
INTEREST AT THE RATE OF EIGHTEEN PERCENT PER ANNUM, SIMPLE.

17.      ASSIGNMENT. This writing may not be assigned by VAR without the prior
express written consent of Mitel. Mitel may assign such to its parent,
subsidiary or affiliate. Mitel may also assign such in the event of a sale of
all or substantially all of its assets or in the event of a transfer of control
or of a merger.

18.      RELATIONSHIP OF THE PARTIES. Mitel Networks Professional Services will
act as a sub-contractor to the VAR in performing services on, behalf of the
VAR's customer. VAR shall remain the Prime Contractor in the relationship. Mitel
Networks Professional Services shall act in the capacity of an independent
contractor to VAR and not as its agent. Mitel reserves the right to enlist the
assistance of an authorized Mitel Service Provider for fulfillment of any
portion of the services engagement. In such cases, Mitel shall be responsible
for the complete management and delivery of the engagement.

19.      ATTORNEY FEES & COSTS. In any dispute arising hereunder the prevailing
party shall be entitled to reasonable attorney fees and costs.

20.      LAW/VENUE. This writing shall be interpreted in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.

21.      COMPLETE UNDERSTANDING. This writing, the underlying agreement, any
attached schedules and the statement of work shall constitute the entire
understanding of the parties and it may not be amended or modified without the
prior express written consent of the parties. All references in the attached
Maintenance Agreement to "list price" or "prevailing time and material rate"
shall mean, as between VAR and Mitel, Mitel's then current prices.

22.      MITEL MAINTENANCE AGREEMENT FORM TO BE UTILIZED. VAR shall use the
latest version of the attached Mitel Maintenance Agreement or another contract
acceptable to Mitel's counsel, which must be to the same effect in all material
respects together with a Service Plan to contract with its end user for these
Schedule Maintenance Services. VAR must provide to Mitel a copy of the
Maintenance Contract and service plan signed by VAR and its end user customer.
Parts replaced shall be the property of Mitel.


                                    Page 41                            June 2001
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
hereinbelow by their respective duly authorized representatives on the date
first appearing above.

                           MITEL NETWORKS CORPORATION

By:
        ------------------------------------------------------------------------

Printed
Name:                             Steve Grassie

Title:              Vice President Sales, Canadian Distribution



                                 WITNESS/ATTEST:

By:
        ------------------------------------------------------------------------
                      Corporate Secretary/Witness Signature






                           CORTELCO SYSTEMS, PR, INC.

 By:
        ------------------------------------------------------------------------

 Printed
 Name:
        ------------------------------------------------------------------------

 Title:
        ------------------------------------------------------------------------



                                 WITNESS/ATTEST:

 By:
        ------------------------------------------------------------------------
                      Corporate Secretary/Witness Signature





                                    Page 42                            June 2001
<PAGE>
                           MITEL SERVICES SCHEDULE #2
                              MAINTENANCE SERVICES
                             CONTRACT # ("CONTRACT")

[VAR information] (hereinafter referred to as "VAR"), and _ a , doing business
as , with offices at (hereinafter referred to as "CUSTOMER") agree to the price,
terms and conditions which follow for VAR' performance of maintenance services:

1.       SERVICE AND/OR PARTS REPLACEMENT. CUSTOMER, as set forth in the
Appendix A entitled "SERVICES PLAN" has purchased a specified level of
maintenance service. VAR or its subcontractor will maintain the equipment as
defined within Appendix A as SERVICES PLAN EQUIPMENT LIST ("EQUIPMENT") in
accordance with the SERVICE PLAN at the listed site locations) ("SITE"). If,
during the term of this CONTRACT, any portion of the EQUIPMENT fails to perform
substantially in accordance with the applicable specifications under normal
usage VAR will, subject to the level of service purchased, provide either: (i)
services only (onsite or remote, as applicable) with necessary parts charged on
a materials basis at VAR's then current list price; (ii) parts only with
services charged on an hourly basis at VAR's then current list price; or, (iii)
parts and labor necessary to restore the EQUIPMENT. VAR may utilize
remanufactured/certified parts which meet factory specifications. In all cases,
the parts which have been removed shall become the property of VAR. VAR shall
retain responsibility for the work of its subcontractor. VAR's sole obligation
for repair or replacement of parts that have been manufacturer discontinued is
to work in good faith with the manufacturer to obtain repairs, replacement
parts, or custom software fixes, patches or work-arounds, CUSTOMER is
responsible to pay the fee for any custom software fixes, patches or
work-arounds or upgrade to hardware or software if required.

Telco liaison service for Equipment: VAR will communicate and coordinate with
the local telco in all problem identification activities to make a determination
concerning the source of the trouble which caused the service call. If the
problem is determined to be other than the EQUIPMENT, CUSTOMER will be billed at
VAR's then current hourly rate for subsequent telco liaison services arising out
of or related to that service call.

         a)       A MAJOR PROBLEM for a PBX is defined as a complete system
failure, tie-line group out of service, major system alarm, failure of an entire
trunk group, more than twenty percent (20%) of stations totally inoperative,
attendant position failure, inability to receive incoming calls, or the
inability to call outside of the facility.

         b)       A MAJOR PROBLEM for voice processing equipment is defined as
an inability to access system through the system manager terminal or through at
least seventy-five percent (75%) of all telephone ports, inability to access one
or more disk drives that store messages or data, loss of system integration,
system continually restarts, unscheduled total system outage, failure to reboot
for any reason, inability of system to collect CDR data (if applicable),
inability to access data module through the fax board, voice board, module
interface board or service modem, inability to access host computer via relevant
data-module applications or inoperable interface between the voice module and
data module.

2.       EXCLUSIONS, FORCE MAJEURE. If maintenance renewal periods are not
successive, an inspection fee equal to one month's maintenance charges may be
charged. Any service required to return the EQUIPMENT to proper operation will
be billed at VAR's then prevailing time and material rate prior to
re-establishing a maintenance contract.

In the event that a manufacturer announces the discontinuance of any product
which is included as EQUIPMENT, VAR will continue to use commercially reasonable
efforts to continue providing services at the current level for the remaining
portion of the term. In the event that any portion of the hardware, software,
and/or technical support for either becomes unavailable from the manufacturer or
other commercially reasonable and qualified source, VAR shall be relieved of
performance obligations which are thereby negatively impacted without liability
to CUSTOMER.

This CONTRACT does not cover and VAR shall be excused from performance of its
obligations to perform service to or provide parts for the EQUIPMENT required
due to conditions beyond the reasonable control of VAR, such as: lightning,
water, flood, storm, or any other force of nature or acts of God; acts of
government; acts or omissions of third parties; power surge, dirty power;
accident, negligence, vandalism, abuse, misuse, theft; work


                                    Page 43                            June 2001
<PAGE>
performed on or modifications made to the EQUIPMENT other than by VAR or its
authorized subcontractor; CUSTOMER data entry; back-up of Customer database;
replacement of system software (CUSTOMER is responsible for storing the disks);
trouble-shooting CUSTOMER-supplied PC problems; network performance issues
outside of the server that is identified herein as EQUIPMENT; CUSTOMER failure
to maintain the environmental or electrical conditions for the EQUIPMENT set
forth in the manufacturer's specifications; damage or diminution caused by any
host system or peripheral equipment to which the EQUIPMENT is attached; modems
that are not connected; any other cause beyond the reasonable control of VAR;
CUSTOMER supplied parts; host systems or peripheral devices not specifically
listed in the SERVICES PLAN EQUIPMENT LIST (including but not limited to
external modems, monitors and keyboards); expendable or personal use items such
as batteries, headsets, paper, printer ribbons, etc.; cabling or telephone sets
unless specifically listed in the SERVICES PLAN EQUIPMENT LIST; alterations,
additions or other modifications to the hardware or software, including
specification changes or reprogramming; upgrading sets to volume control or
hearing aid compatibility; or assistance to CUSTOMER in the use of software
applications. Maintenance service and replacement parts for equipment not listed
in the SERVICES PLAN EQUIPMENT LIST, or maintenance or repairs excluded from
this CONTRACT, will be performed by VAR, if at all, pursuant to a Purchase Order
and paid for by CUSTOMER at VAR's then prevailing time and material rates.

If the remote monitoring device or remote access modem cannot be accessed by
VAR's remote technician CUSTOMER will be charged at VAR's then current rates for
the remote technician's time and on-site technician time to reestablish remote
access.

3.       INITIAL TERM, RENEWAL AND CHANGES TO LEVEL OF SERVICE. The term of
Service and level of service are set forth in the SERVICE PLAN. This CONTRACT
may be renew for additional one (1) year periods upon mutual agreement of both
parties, and provided that CUSTOMER has upgraded the system software to the
manufacturer's then current software version minus 1. CUSTOMER may increase the
level of service set forth in the SERVICE PLAN at any time during a term at the
beginning of a month and the fees will be pro rated for the remainder of the
CONTRACT term. The level of service may be decreased only on the anniversary
date annually.

4.       PRICE AND PAYMENT TERMS. The fee under this CONTRACT shall be paid, in
advance, plus applicable taxes. In the event that VAR, while trouble-shooting a
problem, isolates a conflict to a CUSTOMER-supplied PC, all time spent by VAR to
correct the PC conflict will be chargeable to the CUSTOMER on an hourly basis at
VAR's then prevailing rates. The Maintenance Fee shall be adjusted from time to
time to coincide with any changes in the system configuration or level of
service (by MAC or otherwise). CUSTOMER will pay interest at a rate which is the
lesser of 2% per month or the highest rate allowable by law, compounded monthly,
on any periodic payment or any other sum required to be paid by CUSTOMER which
is not paid when due, from the date due until the past due amount (including
accrued interest) is paid in full. CUSTOMER agrees to pay reasonable collection
costs, including attorneys' fees. Invoices will be sent to the Customer address
first stated above. CUSTOMER shall pay the applicable taxes when invoiced. Upon
CONTRACT renewal, the price (as adjusted to coincide with level of service or
system configuration changes by MAC or otherwise) may be increased without
notification prior to the renewal. The renewal price will be used for the first
invoice for the renewal term. CUSTOMER will accept the price by paying the
invoice or may cancel the CONTRACT for the renewal term by written notice to the
address on the invoice within fifteen (15) days of receipt of the invoice. The
cancellation is to be effective on the first day of the calendar month next
following the date of the cancellation notice. If the CONTRACT is canceled,
CUSTOMER shall pay for the period of coverage from the anniversary date to the
cancellation date at the price (adjusted to coincide with level of service
system configuration changes) applicable during the last month of the prior
CONTRACT term. If payment is not received, net 30 days, the CONTRACT will be
deemed canceled.

5.       WARRANTY. Maintenance services provided under this CONTRACT will be
performed in a good, workmanlike manner in accordance with standard
telecommunications industry practice. During the term of this CONTRACT, VAR will
maintain any part supplied under this CONTRACT on the same terms and conditions
as the EQUIPMENT. VAR DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS,
IMPLIED, OR STATUTORY OF ANY NATURE WHATSOEVER, CONCERNING THE SERVICES AND
MATERIALS PROVIDED 1N CONNECTION WITH THIS MAINTENANCE CONTRACT


                                    Page 44                            June 2001
<PAGE>
INCLUDING FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.

6.       LIMITATION OF LIABILITY. IN NO EVENT SHALL VAR OR ITS SUB-CONTRACTOR BE
LIABLE IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE FOR ANY
PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, OR FOR LOST
PROFITS, LOSS OF DATA, LOSS OF USE OF DATA, DAMAGE OR EXPENSE, DIRECTLY OR
INDIRECTLY ARISING FROM USE OF OR INABILITY TO USE THE EQUIPMENT EITHER
SEPARATELY OR 1N COMBINATION WITH ANY OTHER EQUIPMENT, OR FROM ANY OTHER CAUSE
WHETHER OR NOT VAR OR SUB-CONTRACTOR HAS RECEIVED NOTICE OF THE POSSIBILITY OR
CERTAINTY OF SUCH DAMAGES OR LOSSES.

7.       DEFAULT. If CUSTOMER fails to make any payment when due or fails to
perform any of its other obligations or if a bankruptcy or insolvency proceeding
is filed by or against CUSTOMER or if CUSTOMER makes an assignment for the
benefit of creditors, VAR shall have the right to consider CUSTOMER in breach of
this CONTRACT. For so long as CUSTOMER is in breach of its obligations
hereunder, including but not limited to its obligations to make timely payments
hereunder, VAR is relieved of its obligations to provide any maintenance
services, and may at its option, provide such services on a time and material
basis at prevailing rates on a C.O.D, or by certified check in advance basis. In
addition to all its other rights, VAR shall have the right to cancel this
CONTRACT if CUSTOMER fails to cure such default within ten (10) days of receipt
of written notice of such default, in which event CUSTOMER shall remain liable
to VAR for all damages, losses, and expenses resulting to VAR from such breach
and cancellation including reasonable attorneys' fees, but excluding payment for
services not performed during post-termination periods.

8.       SUBSEQUENT/EXTRA WORK. All subsequent or extra work performed by VAR,
including but not limited to system moves, adds and changes ("MAC"), or work
done under a work authorization, shall be subject to the terms and conditions of
this CONTRACT and this CONTRACT shall take precedence over any prior or
subsequent purchase order or other document utilized to obtain such work. The
preprinted terms and conditions on any CUSTOMER purchase order are null and
void. Neither MAC nor work other than that specifically defined in the SERVICE
PLAN is included in the service price and will only be performed at an
additional fee. Parts (hardware or software) added to the EQUIPMENT shall be
included under this CONTRACT upon installation as EQUIPMENT, price shall be
adjusted per paragraph 4. "Price and Payment Terms" and the parts shall be
serviced thereafter under the terms and conditions of this CONTRACT.

9.       TOLL FRAUD, PRIVACY AND DATA LOSS DISCLAIMER/WARNING. VAR DISCLAIMS ANY
EXPRESS OR IMPLIED WARRANTY OR CONDITION THAT THE EQUIPMENT IS TECHNICALLY
IMMUNE FROM OR PREVENTS FRAUDULENT INTRUSIONS INTO AND/OR UNAUTHORIZED USE OF
THE SYSTEM (INCLUDING ITS INTERCONNECTION TO THE LONG DISTANCE NETWORK).
CUSTOMER IS HEREBY WARNED THAT FRAUDULENT USE OF THE SYSTEM, INCLUDING BUT NOT
LIMITED TO DISA, AUTO-ATTENDANT, VOICE MAIL, TOLL FREE, 10XXXXX OR 900 SERVICES
(OR THE LIKE) IS POSSIBLE. VAR ADVISES CUSTOMER THAT, WHILE TELECOMMUNICATIONS
SYSTEMS ARE NOT IMMUNE FROM TOLL FRAUD BY AN INTERVENING CRIMINAL ACT, PROPERLY
FOLLOWING THE RECOMMENDATIONS OF THE TECHNICAL SERVICE BULLETIN ENTITLED
"PABX-CDE PROGRAMMING PERTAINING TO UNAUTHORIZED TOLL CALLING ACCESS" MAY HELP
MINIMIZE THE THREAT OF FRAUDULENT INTRUSION INTO THE SYSTEM FOR THE PURPOSE OF
GAINING ACCESS TO A LONG DISTANCE LINE. ADDITIONAL PROTECTIONS MAY BE AVAILABLE
FROM CUSTOMER'S TARIFFED SERVICES PROVIDER.

VAR HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY THAT ITS EQUIPMENT IS
TECHNICALLY IMMUNE FROM OR PREVENTS IMPROPER, UNLAWFUL AND/OR UNAUTHORIZED
UTILIZATION THAT MAY RESULT IN THE LOSS OF PRIVACY OR LOSS OR THEFT OF
ELECTRONIC DATA.

10.      ASSIGNMENT. CUSTOMER may not assign its rights or delegate its
obligations under this CONTRACT in whole or in part without the prior written
consent of VAR, which consent shall not be unreasonably withheld. VAR may
subcontract performance of its obligations under this CONTRACT provide it
remains liable for all performance.


                                    Page 45                            June 2001
<PAGE>
11.      MUSIC ON HOLD. CUSTOMER is solely responsibility for all negotiations
and licensing fees for performance rights relating to recorded or broadcast
music usage or its access by the telephone systems.

12.      ACCESS TO PREMISES. VAR shall have access to all areas of the SITE
necessary for the performance of VAR's maintenance obligations under this
CONTRACT. VAR shall act responsibly to avoid damage to CUSTOMER'S tangible real
and personal property. In the event that a CUSTOMER requires an escort for VAR
to be allowed in any area of the SITE necessary for the performance of VAR's
maintenance obligations, then such escort shall be provided in a timely manner
and without charge to VAR.

13.      SEVERABILITY. In the event that any one or more of the provisions
contained herein shall for any reason be held to be unenforceable in any
respect, such unenforceability shall not affect the validity of any other
provisions of this CONTRACT and the parties agree to substitute for the invalid
provision a valid provision which most closely approximates the economic effect
and intent of the invalid provision.

14.      APPLICABLE LAW. This CONTRACT shall be interpreted under the laws of
Ontario and venue is agreed to be Ontario. As part of the consideration for this
CONTRACT, CUSTOMER acknowledges that the EQUIPMENT purchased (or licensed)
herein contain valuable intellectual property of VAR, its parent or suppliers.
Except as provided in this CONTRACT, CUSTOMER is not authorized to use the
intellectual property rights of VAR, its parent or suppliers contained in the
EQUIPMENT and CUSTOMER promises that it will not make unauthorized use of or
otherwise appropriate the intellectual property of VAR, its parent or suppliers.
In the event that such unauthorized use or appropriation of the intellectual
property of VAR, its parent or suppliers occurs, CUSTOMER agrees to compensate
VAR, its parent or suppliers fully. CUSTOMER, if a governmental entity, hereby
specifically agrees that it is not acting under this CONTRACT in its sovereign
capacity and agrees that VAR, its parent or suppliers may enforce its rights in
such intellectual property in the courts located in the CUSTOMER'S State.

15.      ENTIRE AGREEMENT. This CONTRACT, together with any appendices,
attachments or exhibits expresses the entire agreement of the parties with
respect to the subject matter hereof and supersedes any prior agreement or
negotiation between the parties. There is no understanding, agreement,
representation, condition or warranty, expressed or implied, statutory or
otherwise, in any way limiting, extending, defining, or relating to the
provisions hereof. The right of VAR at any time to require strict performance
shall not be affected by any previous waiver or dealing.

16.      MODIFICATIONS MUST BE IN WRITING. No agreement altering, modifying, or
extending the terms of this CONTRACT shall be valid unless in writing duly
signed by the parties.

17.      RIGHT TO SUB-CONTRACT. CUSTOMER agrees that VAR may sub-contract the
services hereunder to a Mitel Networks entity or one of its authorized service
providers with the understanding that VAR shall remain responsible to CUSTOMER
for its obligations hereunder.

18.      THIRD-PARTY BENEFICIARY. VAR and Customer intend that an authorized
Sub-contractor, as aforesaid, shall be a third-party beneficiary of the terms
and conditions of this contract.


VAR:

                                        (CUSTOMER'S Legal Name)

----------------------------------      ----------------------------------------
Signature                               Signature

Printed Name:                           Printed Name:
Printed Title:                          Printed Title:
Date:                                   Date:



                                    Page 46                            June 2001
<PAGE>
                                   SCHEDULE H
                    CUSTOMER SERVICE AND SUPPORT REQUIREMENTS

1.       VAR'S OBLIGATIONS. In addition to and subject to the other provisions
of this Mitel VAR Agreement, VAR will make its best efforts to:

         a)       Ensure that VAR's personnel are properly trained in the sale,
installation, and servicing of the PRODUCTS.

         b)       Cooperate in the resolution of customer complaints.

         c)       Maintain a sufficient spare parts inventory of products to
meet VAR's then current customer service requirements.

         d)       Provide competent end-user installation, training, and
maintenance services.

2.       MINIMUM SERVICE STANDARDS. VAR agrees that the Mitel electronic Price
List and other Mitel products require installation, warranty, and post-sale
servicing and maintenance by skilled, trained, fully-qualified and Mitel
certified technicians. VAR will provide prompt and expert installation and
service support for all Mitel PRODUCTS sold by VAR. In view of these
requirements, VAR agrees to strictly adhere to all installation, maintenance,
and service guidelines established by Mitel from time to time. VAR also agrees
to employ a sufficient number of technicians to ensure that only Mitel certified
technicians undertake an end-user service call. For purposes of this Agreement,
the term "certified" shall mean the successful completion by the appropriate
technician of a training course offered by Mitel on the applicable product, as
evidenced by the issuance to the technician by Mitel of a numbered Certificate
of Completion.

3.       TECHNICIAN QUALIFICATIONS.

         a)       VAR is required to staff each service location with sufficient
personnel to meet the response times indicated in this Schedule. Each service
technician shall be certified by Mitel on the most current revision of hardware,
core software and any optional software applications supported by the service
locations.

         b)       Mitel reserves the right to review the technical credentials
and staffing levels of the VAR service department during the VAR Agreement
period.

4.       TECHNICAL SUPPORT PRACTICES AND STANDARDS.

         a)       At a minimum, VAR is required to stock a sufficient amount of
spare parts to meet the response times indicated in this Schedule.

         b)       VAR agrees to stock spare parts which comply with Caribbean
Standards Association requirements, provincial electrical code standards, and
Mitel manufacturing specifications. Mitel is not responsible for assisting VAR
in servicing an installed base containing non-complying components. Any costs
arising from customer dissatisfaction as a result of the use of non-conforming
equipment, or delays in response from Mitel due to verification of authenticity
of any component, shall be borne by VAR. Additionally, Mitel reserves the right
not to honour equipment warranty claims involving the use of unauthorized spare
parts and equipment.

         c)       Mitel reserves the right to inspect VAR service locations
during normal business hours to cnnfn-m compliance with technical service
practices and standards.

         d)       Where requested by Mitel Product Support personnel, VAR shall
provide and install at the customer site, appropriate communications facilities,
to allow Mitel Product Support personnel access to all installed base systems
remotely via modem. Where applicable, said facilities shall be provided in a
timely fashion appropriate to the response times indicated in this Schedule. In
addition, Mitel requires that VAR shall provide customer name, complete address,
contact, telephone number, and all security access code information for each PBX
serviced by VAR within twenty (20) days of initial installation and cutover.
This information will be used to verify system installation, to remotely poll,
and to troubleshoot as necessary. VAR agrees to relinquish the password to the
end-user customer should the maintenance relationship terminate so that said
system may be maintained thereafter.

         e)       VAR technicians shall have ready access to up-to-date Mitel
Technical Publications, such as technical practices and user guides, appropriate
to each Mitel product and release level


                                    Page 47                            June 2001
<PAGE>
supported by the VAR. Mitel agrees to provide such on-line.

5.       WARRANTY SUPPORT.

         a)       Installation Warranty. VAR agrees to install all Mitel
PRODUCTS in a good, proper and workmanlike manner so as to conform to Mitel's
written specifications for installation of said equipment, as well as to conform
to good telecommunications industry practice. VAR agrees to guarantee to
end-user, for a period of one (1) year from cutover date, the installation
service provided with respect to those PRODUCTS carrying such a Warranty from
Mitel and for a period of ninety (90) days with respect to those so warranted by
Mitel.

         b)       Warranty Services. VAR agrees to provide all of the services
and concomitant materials to end-user necessary to service said warranty for one
(1) year for the warranty service price contracted for between VAR and end-user
with respect to those PRODUCTS carrying such a Warranty from Mitel and for a
period of ninety (90) days with respect to those so warranted by Mitel. Mitel,
of course, will provide the replacement and/or repaired components in the event
of a defect.

         c)       Maintenance Standards. All service and installation work
related to Mitel equipment will be done only by Mitel certified personnel and
routine preventative maintenance procedures prescribed by Mitel will be
followed. Mitel reserves the right not to honour warranty claims arising from
maintenance of Mitel equipment by a non-certified technician.

6.       TECHNICAL PROBLEM MANAGEMENT AND ESCALATION.

         a)       It is the VARs responsibility to escalate all technical
problems, as defined by Mitel, to Mitel's technical support organization after
all VAR alternatives to restore service have been exhausted. In the specific
case of a Catastrophic Failure as defined in this Schedule, when VAR has failed
to restore service within three (3) hours of commencing to attempt to restore
service, VAR shall escalate the problem to Mitel Product Support.

         b)       Unless otherwise described in VAR contracts with end-user, VAR
shall have sufficient service personnel and spare parts to achieve at least the
following service response times for the following general categories of
failure:

                  (1)      Catastrophic Failure: the Mitel system is completely
out of service and not functioning. All catastrophic failures must be responded
to within two (2) hours.

                  (2)      Major Failure: a substantial portion of the Mitel
system or of system functionality is out of service and not functioning. All
major failures must be responded to within four (4) hours.

                  (3)      Routine Failure: a failure in which ten percent (10%)
or more of the port locations are inoperative. Such routine failure must be
responded to within no less than twenty-four (24) hours.

                  (4)      It is VAR's responsibility to provide technical
support and cooperate with Mitel technicians during all phases of escalation
through to final problem resolution and/or restoration of service.

                  (5)      VAR must have and maintain a minimum of one employee
on staff certified on Mitel products to carry out the following roles;

         -        Remote diagnosis and resolution of service issues in installed
         base systems to ensure prompt resolution.

         -        Provide 15' line technical support to field service
         technicians.

         -        Technical liaison with Mitel Product Support for the
         escalation and resolution of product issues in installed base systems.

7.       BILLABLE SERVICES. VAR may request technical assistance from Mitel
Product Support Engineers as required to solve customer reported problems. Mitel
reserves the right to charge for technical support at the then-current Mitel
service rates, including but not limited to technical assistance requests
falling under categories listed in the then-current written Billable Services
Policy established by Mitel Product Support from time to time. Mitel further
reserves the right to make revisions to billable services categories with thirty
(30) day's prior written notice to VAR.

---------------------
VARs Initials


                                    Page 48                            June 2001
<PAGE>
                                   SCHEDULE I
                             TRAINING/CERTIFICATION

It is Mitel's stated policy that all its PRODUCTS be installed by skilled
technicians who have successfully completed Mitel's installation and maintenance
course specific for the systems and software being installed. Verification that
there is a Mitel Certified Technician, in VAR's employ, will also be required in
order to receive the appropriate software modules, diskettes and/or required
hardware for an installation.

A technician who leaves the employ of a VAR will no longer be certified by Mitel
unless and until he or she is employed by another Mitel authorized VAR and until
he or she is again duly registered with Mitel. A technician, regardless of
certification, is not authorized to install and maintain product that his or her
employer is not permitted to sell and maintain VAR will provided Mitel in
writing with a list of those technicians that are certified on Mitel PRODUCTS.
VAR will update the list as necessary when a technician is added or deleted from
the employ of the VAR.

VAR agrees to abide by Mitel's Training and Certification Policy as posted on
Mitel On-Line.



---------------------
VAR's Initials

Mitel operates permanent training facilities worldwide. There are multiple
training locations in North America with Kanata, Ontario, Canada serving as the
Training Headquarters. Please direct all inquiries to and written notifications
to:

     Mitel Educational Services
     Registrar
     350 Legget Drive
     P.O. Box 13089
     Kanata, Ontario
     Canada K2K-1X3
     Telephone: (613) 592-2122
     Ext.  4037
     Fax: (613) 592-7805

Mitel's product certification classes are designed and edited by a full time
staff of technical course developers and are conducted by professional
instructors. All training staff personnel attend regularly scheduled update
training to remain current and to enhance their level of product expertise. All
product courses include comprehensive laboratory sessions on dedicated, fully
operational systems to enhance the theory and lecture material and thus improve
the learning process.

                      STUDENT REGISTRATION AND CONFIRMATION

Payment is to be made at time of registration, and confirmation will then be
returned. All registrations and confirmations of students are based on a first
come, first served basis.

                               CANCELLATION POLICY

Written notification of cancellation must be received by the Technical Training
Department in Kanata at least five (5) working days prior to the scheduled start
date of the class: if notification is received in time, the tuition may be
transferred to another scheduled class or a refund may be issued.


                                    Page 49                            June 2001
<PAGE>
Students with confirmed registrations, who fail to cancel at least five (5)
working days prior to course start, who fail to attend, or fail to complete the
entire course will be charged the full tuition. On-site or specially scheduled
courses canceled less than thirty (30) days prior to the scheduled start date of
the class will also be charged full tuition. Mitel reserves the right to cancel
courses not meeting minimum enrollment. For further details, please consult the
Training Policy and Procedures as defined in Mitel

On-Line If you require a copy of the current issue of the Training Catalog, it
is available On-Line or please contact Training Headquarters.

All fees are non-refundable.


-------------------
VAR's Initials


                                    Page 50                            June 2001
<PAGE>
                                   SCHEDULE J
                                    TRI-PARTY
                       HCI/MITAI RUNTIME LICENSE AGREEMENT

AGREEMENT entered into this day of , 2001, by and between MITEL NETWORKS
CORPORATION, including its U.S. subsidiary Mitel, Inc., hereinafter collectively
referred to as "Mitel", _____________________________ hereinafter referred to as
VAR" and _____________________________ hereinafter referred to as "End-User".

WHEREAS, VAR and End-User have entered into an agreement wherein VAR has agreed
to sell a certain Developer's Application Program to End-User; and

WHEREAS, Mitel Runtime License Materials are necessary to initiate the said
Developer's Application Program to enable it to be run in conjunction with
certain Mitel SX-200 or SX-2000 PABXs, March Networks 3200 ICP/3300 ICP: and

WHEREAS, Mitel is willing to issue a non-exclusive, paid-up license to VAR with
regard to the Mitel Runtime License Materials and VAR shall have the right to
issue a sublicense to End-User to utilize such for the sole purpose of running
the said Developer's Application Program to further the communications needs of
its business and no other commercial use; and

WHEREAS, in consideration of Mitel issuing this License, VAR and End-User agree
that Mitel is not responsible for the Developer's Application Program but only
for the Mitel Runtime License Materials provided by Mitel.

NOW, THEREFORE, in consideration of the mutual covenants flowing by and between
the parties hereto and other good and valuable consideration, the parties,
intending to be bound, hereby agree, in writing, as follows:

1.       The above recitals are true and correct and incorporated by reference
herein.

2.       Mitel hereby grants a perpetual, paid-up, non-exclusive license to VAR
for the sole purpose of permitting VAR to install and maintain the said
Developer's Application Program at the End-User's site. VAR agrees to issue a
similar sublicense to End-User to permit it to utilize the Developer's
Application Program in conjunction with that certain Mitel PBXs) and/or VOIP
products located at EndUser's premises and for no other purpose.

3.       The Runtime License Materials being issued hereunder shall consist of
the current version of the MiTAITM technology which operate with and are
necessary to enable End-User's Mitel PBX and/or VOIP products utilizing Mitel's
Host Command Interface protocol to initiate the Developer's Application Program,
including the HCI Communications Controller software program the HCI
Server/Driver software program and a serial or fiber interface. The Runtime
License Materials being licensed hereunder are to be used for interface purposes
only and not for application development.

4a.      End-User and VAR agree that Mitel is not liable for the performance,
features or functionality of Developer's Application Program in that Mitel has
not developed such. To the extent Mitel has distributed such to VAR on behalf of
an Application Developer, VAR agrees that the terms and conditions of the Mitel
VAR Agreement shall apply as between Mitel and VAR.

4b.      MITEL DOES NOT WARRANT THE DEVELOPER'S APPLICATION PROGRAM TO END-USER.
MITEL MAKES NO CONDITION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE WARRANTY OF MERCHANTABILITY OR THE WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE WITH REGARD TO DEVELOPER'S APPLICATION PROGRAM TO BE UTILIZED
BY END-USER. END-USER UNDERSTANDS AND AGREES THAT MITEL SHALL HAVE NO
RESPONSIBILITY FOR DEVELOPER'S APPLICATION PROGRAM. END-USER AGREES TO LOOK
SOLELY TO APPLICATION DEVELOPER AND/OR VAR WITH RESPECT TO THE PERFORMANCE,
FEATURES AND FUNCTIONALITY OF THE SAID APPLICATION PROGRAM.

5a.      Mitel does assume responsibility for the Runtime License Materials.


                                    Page 51                            June 2001
<PAGE>
5b.      MITEL DOES WARRANT THAT THE RUNTIME LICENSE MATERIALS WILL PERFORM AS
SPECIFIED FOR A PERIOD OF NINETY (90) DAYS FROM ACCEPTANCE OF THE DEVELOPER'S
APPLICATION PROGRAM IN ACCORDANCE WITH THE WRITTEN SPECIFICATIONS, PROGRAMMER'S
MANUAL AND RELEASE NOTES. MITEL DOES NOT WARRANT THAT THE RUNTIME LICENSE
MATERIALS WILL RUN UNINTERRUPTED OR ERROR FREE.

5c.      VAR AND END-USER AGREE AND UNDERSTAND THAT THEIR SOLE REMEDY WITH
REGARD TO THIS WARRANTY SHALL BE TO DEMAND THAT MITEL CORRECT ANY MATERIAL
PROBLEM WITH THE RUNTIME LICENSE MATERIALS WITHIN A REASONABLE PERIOD OF TIME;
SHOULD MITEL FAIL TO CORRECT THE PROBLEM WITHIN A REASONABLE PERIOD OF TIME TO
VARS OR END-USER'S REASONABLE SATISFACTION THEN MITEL WILL REIMBURSE VAR AND/OR
END-USER FOR MONIES ACTUALLY PAID UNDER CONTRACT TO THE DEVELOPER TO DEVELOP THE
SPECIFIC APPLICATION PROGRAMS) IN QUESTION. IN NO EVENT, HOWEVER, SHALL THE
AMOUNT MITEL IS REQUIRED TO REIMBURSE EXCEED THE SUM OF $25,000.00, IN THE
AGGREGATE.

5.       The Runtime License Materials are owned or licensed by Mitel and are
proprietary in nature. VAR and End-User shall respect such proprietary rights
and shall not use said Materials except for the purpose for which they are being
made available as set forth in this Agreement. Neither VAR nor EndUser shall
reproduce, duplicate, reverse engineer, print, sublicense (except as agreed
herein), disclose, transfer or otherwise make the said Materials available to
any third party, in whole or in part, in whatever form, without the prior
express written consent of Mitel.

6.       IN NO EVENT SHALL MITEL BE LIABLE TO END-USER OR VAR FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS
OF PROFITS, LOSS OF REVENUES, LOSS OF USE OR OTHERWISE) ARISING IN CONNECTION
WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE RUNTIME LICENSE MATERIALS,
THEIR USE BY APPLICATION DEVELOPER, VAR, ENDUSER OR OTHERWISE, WHETHER IN
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

IN WITNESS WHEREOF, the parties hereto set their respective hands and seals
hereinbelow the first day above written.



-----------------------------------     ----------------------------------------
(VAR)                                             (End User)

By:                                     By:
       ----------------------------            ---------------------------------

Printed                                 Printed
Name:                                   Name:
       ----------------------------            ---------------------------------

Title:                                  Title:
       ----------------------------            ---------------------------------

WITNESS:                                WITNESS:

-----------------------------------     ----------------------------------------



                                    Page 52                            June 2001
<PAGE>
                           MITEL NETWORKS CORPORATION

By:                                     Title:
    --------------------                       ---------------------------------

Printed                                              WITNESS:
Name:
------------------------------     ---------------------------------------------


* VAR: Please provide the following information:

Name and Address of Developer:
                               -------------------------------------------------

Name/Description of Application Program(s):
                                            ------------------------------------

End-User Site Address:
                       ---------------------------------------------------------




                                    Page 53                            June 2001
<PAGE>
                                   SCHEDULE K
             SALES ORDER ACKNOWLEDGMENT/TERMS AND CONDITIONS OF SALE

1.       SCOPE. The terms and conditions of sales contained herein apply to all
quotations made and purchase orders entered into by Mitel with the VAR. The
present terms and conditions may in some instances conflict with the terms and
conditions affixed to the form or order blank and/or specified by the VAR.
Therefore, acceptance of the VAR's order is made only on the express
understanding and condition that insofar as these terms and conditions conflict
with any terms and conditions of the VAR's order, these terms and conditions
shall govern. Any changes in the terms and conditions of sales contained herein
must specifically be agreed to in writing by an officer or a Marketing Director
of Mitel before becoming binding on either Mitel or the VAR. These terms and
conditions of sales shall be applicable whether or not they are attached to or
enclosed with the products sold or to be sold.

2.       QUOTATION. Quoted prices are open for acceptance by the VAR within
thirty (30) days from the date of quotation. Unless otherwise stated prices are
firm but subject to changes in foreign exchange, purchase or sales tax, customs
tariff and other direct taxes, between date of quotation and date of shipment.

3.       ORDERS. All orders are subject to final acceptance by Mitel, Mitel
reserves the right to accept or to reject any order from any VAR, in whole or in
part. Mitel reserves the right (without prejudice to any other remedy) to cancel
any uncompleted order or to suspend delivery in the event of any act or omission
of VAR which delays Mitel's performance. On the Cancellation of any order, the
VAR undertakes to indemnify Mitel against all losses, including cost of all
labour, materials, overhead, damages, charges and expenses arising out of the
order and its cancellation.

4.       TITLE AND DELIVERY. The goods shall be delivered F.O.B Mitel's Plant
(Kanata). Mitel's plant or designated warehouse and title thereto and liability
for loss or damage in transit or thereafter shall pass to VAR upon Mitel's
delivery of the goods in good condition to a common carrier for shipment to VAR.

         Unless instructions from VAR specify the method of shipment to be used,
Mitel will exercise his own discretion. Times quoted for shipments will date
from receipt by Mitel of order accompanied by all necessary information enabling
work to commence, together with any import license and/or permits which may be
necessary. In no event will Mitel be liable for any reprocurement costs, nor for
delay or non delivery due to causes beyond its reasonable control, including but
not limited to acts of God, acts of civil or military authority, priorities,
fire, strikes, lockouts, slowdowns, factory or labour conditions, errors in
manufacture and inability to obtain necessary labour, materials or manufacturing
facilities. In the event of such delay, the date of delivery shall, at the
request of Mitel, be deferred for a period equal to the time lost by reason of
the delay.

5.       TAXES. All taxes, levies or duties (of whatsoever nature) applicable to
the goods sold, shall be paid by the VAR, or in lieu thereof, the VAR shall
provide Mitel with a tax exemption certificate acceptable to the taxing
authorities.

6.       PAYMENTS. All orders are subject to credit approval before acceptance.
All invoices are due and payable thirty (30) days from date of invoice. If, in
Mitel's judgement, the VAR's financial conditions does not at any time justify
the terms of payment specified, Mitel may cancel any unfilled orders unless the
VAR shall, upon written notice, immediately pay for any good delivered or shall
pay in advance of all goods ordered but not delivered or both, at Mitel's
option. Each shipment shall be considered separate and independent transaction,
and payment therefore shall be made accordingly.

         In the event of any default by the VAR, Mitel may decline to make
further shipments without in any way affecting its rights under such orders. If,
despite any default by the VAR, Mitel elects to continue to make shipments, its
action shall not constitute a waiver of any default by the VAR or in any way
offset Mitel's legal remedies for any such default.

7.       PATENTS. The VAR shall indemnify and hold Mitel harmless against any
expense or loss resulting from any claims for actual or alleged infringement of
patents or trade marks arising from compliance by Mitel with VAR's designs,
specifications or instructions.

         The sale of goods by Mitel does not convey any license, by implication,
estoppel, or otherwise, under patent claims covering combinations of said goods
with other devices or elements.


                                    Page 54                            June 2001
<PAGE>
         Subject to the foregoing, Mitel will defend at its own expense, any
action brought against the VAR, to the extent that it is based on a claim that
the goods supplied by Mitel infringe a Caribbean, Canadian or U.S. patent and
Mitel will pay the costs and damages finally awarded against the VAR in any
action which are attributable to any such claim, but such defence and payments
are conditioned on the following:

         a)       that Mitel shall be notified promptly in writing by the VAR of
any notice of such claim;

         b)       that Mitel shall have sole control of the defence of any
action on such claim and all negotiations for its settlement or compromise;

         c)       that any claim must not relate to the use of the goods in a
manner or for a purpose not specified by Mitel or to the use or sale of any
equipment not supplied by Mitel but which includes or is used in combination
with goods so supplied; and

         d)       that the VAR shall not have made and shall not make any
admissions in respect of such alleged infringement.

         In the event that the goods or any part thereof become, or in Mitel's
opinion are likely to become, the subject of a claim of infringement of a
Caribbean, Canadian or U. S. patent or if the use of the goods or any part
thereof is enjoined in any such infringement suit, the VAR shall permit Mitel,
at its option and expense, to either procure for the VAR the right to continue
using said goods or any part thereof, to replace or modify the same so that they
become non-infringing, or to remove said goods and refund the purchase price and
the transportation costs thereof.

         The foregoing states the entire liability of Mitel with respect to
infringement of patents by the said goods or any part thereof.

8.       WARRANTY.

         8.1      Mitel warrants that the product will be free from defects in
material and will comply with Mitel's normal standard of workmanship.

         8.2      Mitel shall incur no liability under this warranty unless:

                  8.2.1    The VAR promptly notifies Mitel in writing upon
discovery of any such defect and in no event not later than twelve (12) months
from the date of installation of the goods, unless otherwise specified or
negotiated;

                  8.2.2    The VAR immediately returns, transportation charges
prepaid, the allegedly defective goods, in the form and in the packaging in
which originally shipped; and

                  8.2.3    Mitel's test discloses that the goods do not meet its
specifications by reason alone of defects of material and/or its normal standard
of workmanship.

         8.3      The liability of Mitel under this warranty shall in any event
be limited, at Mitel's option, to either repair or replace the defective goods
at its own expense or reimburse the VAR its price paid to Mitel for the
defective goods. This is the sole and exclusive remedy of VAR hereunder.

         8.4      In no event shall Mitel be responsible for defects due to
physical damages suffered to the goods as a result of improper handling during
or after shipment, misuse, neglect, improper installation or operation, repair,
alterations, accident, or for any other cause not attributable to defects of
material or workmanship on the part of Mitel.

         8.5      In no event shall the damages for which Mitel is liable to the
VAR exceed the sale price to the VAR for the defective goods.

         8.6      In no event shall Mitel be liable for consequential damages
arising from or as a result of defective goods.

         8.7      This warranty is expressed in lieu of all other warranties,
expressed or implied, including the implied warranty of fitness for a particular
purpose, and of all other obligations or liabilities on Mitel's part and it
neither assumes nor authorizes any other person to assume for Mitel any other
liability in connection with the sale of the said goods.

9.       NO RETURNS. No products are to be returned without written
authorization from Mitel and then only in accordance with Mitel's terms and
instructions.

10.      ACCEPTANCE OF DELIVERY. VAR's acceptance of delivery of any product
shall be conclusive evidence that VAR acknowledges and agrees to the terms and
conditions contained herein


                                    Page 55                            June 2001
<PAGE>
as the sole and exclusive terms, conditions and agreements governing the
transaction.

11.      EXPORT CONTROLS. VAR agrees that any permitted export by it of the
goods acquired herein shall be in strict compliance with all applicable export
control regulations in effect at the time of export.



--------------------
VAR's Initials



                                    Page 56                            June 2001
<PAGE>
                                   SCHEDULE L
                              SUB-LICENSE AGREEMENT

THIS SUB-LICENSE AGREEMENT is made this _____ day of ____________________, 2001,
by and ______________________________ (hereinafter referred to as VAR"), and
_______________________________, (hereinafter referred to as the "Customer").

WHEREAS, VAR and the Customer have this date entered into an agreement
pertaining to the purchase of certain Mitel Networks Corporation ("Mitel")
equipment (the "Equipment");

WHEREAS, the Equipment includes "Software" which is defined as all methods,
programs, techniques, and other information and materials relating to the
handling or treatment of data by computers including, but not limited to,
machine readable code which provide basic logic, operating instructions and user
related application instructions, provided on magnetic tape or other storage
media residing in or intended to be loaded into the memory of any processing
unit that is incorporated in any Equipment provided under agreement, and all
documentation relating thereto;

WHEREAS, Mitel has licensed the use of the Software to the VAR;

WHEREAS, VAR is required by Mitel to sub-license the Software as a condition to
reselling the Equipment to Customer; and

WHEREAS, the Customer is desirous of obtaining a sub-license from VAR and agrees
to the terms and conditions of this Sub-license Agreement as stated hereinbelow.

NOW THEREFORE, in consideration of the covenants made by and between the parties
hereto, the parties hereby agree as follows:

1.       The parties agree to the above recitals, which are incorporated by
reference herein.

2.       The Customer is hereby granted a non-exclusive, paid up sub-license to
use the Software only in conjunction with the Equipment purchased under this
Agreement. The Customer shall receive no title or ownership rights to such
Software or modifications to such Software or to such Software as modified,
which rights shall remain in Mitel or Mitel's suppliers as appropriate.

3.       The Customer shall not modify, reverse engineer, disassemble,
decompile, reproduce (except for back-up or archival purposes) or reprint the
Software or divulge the Software or information in regard to the Software to any
persons, other than employees of the Customer with a need to know, without the
prior written consent of Mitel or Mitel's suppliers as appropriate.

4.       The Customer agrees that the Software, including without limitation,
any additional or any modified Software which operates with the hardware portion
of the Equipment, shall, as between the parties hereto, be treated as the
exclusive property of Mitel, and is proprietary and trade secret of Mitel or
Mitel's suppliers as appropriate, and the Customer shall:

         a)       Hold the Software in confidence for the benefit of Mitel or
Mitel's suppliers as appropriate;

         b)       Utilize the Software (including any methods or concepts
utilized therein) solely in conjunction with the Equipment; and

         c)       Forthwith return to Mitel any Software component and/or
documentation which has been replaced, modified or updated.

5.       The Customer shall have no right to assign this Sub-license Agreement
to any party without the express written consent of VAR.

6.       The obligations of the Customer hereunder shall survive the termination
of this Agreement for any reason and survive the removal of the Software from
service. The Customer shall return to Mitel all Software and documentation in
the form of manuals at the expiry or termination of the use of the Equipment by
the Customer.


                                    Page 57                            June 2001
<PAGE>
7.       VAR shall have the right to terminate this Sub-license Agreement, and
enforce its provisions, including the right to damages, in the event of breach
by the Customer of the terms of this Sub-license Agreement.

8.       This Sub-license Agreement constitutes the entire agreement between the
parties with regard to the extension of a software sub-license, and the terms
and conditions thereof and it may not be amended or modified without the express
written consent of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Sub-license Agreement
on the date first above written.


---------------------------------------  ---------------------------------------
         (Name of Customer)                            (Name of VAR)

By:                                      By:
       --------------------------------         --------------------------------

Printed                                  Printed
Name:                                    Name:
       --------------------------------         --------------------------------

Title:                                   Title:
       --------------------------------         --------------------------------



WITNESS/ATTEST:                          WITNESS/ATTEST:

By:                                      By:
       --------------------------------         --------------------------------
  Corporate Secretary/Witness Signature    Corporate Secretary/Witness Signature



                                    Page 58                            June 2001