IPEX, Inc.

                                  July 25, 2005



Attn: Scott Goodwin, President and CEO
Vinculum Communications, Inc.
9255 Towne Centre Drive, Suite 925
San Diego, CA 92121

         RE:      Letter of Intent for IPEX, Inc., a Nevada corporation  (OTCBB:
                  IPEX) ("IPEX"),  to acquire (the "Acquisition") all the issued
                  and  outstanding  shares of stock of Vinculum  Communications,
                  Inc.,  a  Delaware  corporation   ("VINCULUM")  owned  by  the
                  stockholders of VINCULUM ("VINCULUM  Stockholders").  Dear Mr.
                  Goodwin:

      This Letter of Intent  ("LOI") will confirm the  following  general  terms
upon  which  our  respective  Board  of  Directors  or  similar  governing  body
(collectively  referred to as the "Parties") will adopt a definitive Acquisition
Agreement  (the  "Agreement"),  and  recommend  that the  VINCULUM  Stockholders
approve the Agreement whereby, subject to the approval of a sufficient number of
VINCULUM  Stockholders,  a  wholly-owned  subsidiary of IPEX will merge with and
into VINCULUM such that VINCULUM will become a wholly-owned  subsidiary of IPEX.
The Acquisition  consideration  will consist of shares of IPEX common stock (the
"IPEX Stock"), convertible debt and cash as set forth below.

      This LOI sets forth the basic  terms of the  Acquisition  transaction  and
reflects the current,  good faith  intentions  of IPEX and VINCULUM with respect
thereto.

1.    The Acquisition.

      (a)   At the closing (the  "Closing"),  a wholly-owned  subsidiary of IPEX
            will merge with and into  VINCULUM.  The existing  shares of capital
            stock of VINCULUM (the "Shares") will be converted into the right to
            receive the  Purchase  Price as  described  below.  The parties will
            cooperate to ensure that the Acquisition is structured in a way that
            allows the VINCULUM Stockholders to receive the IPEX Stock tax-free.

      (b)   The time of Closing shall be not later than  September 30, 2005 (the
            "Closing Date"), unless extended by mutual consent of the parties.
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            Notwithstanding  the  foregoing,  if the Closing  cannot occur on or
            before September 30, 2005 because information  required by SEC rules
            and  regulations  (including  for purposes of preparing and filing a
            Form 8-K and Form 8-K/A  reporting the  Acquisition and for purposes
            of preparing and filing the Registration  Statement (defined below))
            cannot be prepared and completed  before such date after  reasonably
            commercial efforts, the Closing Date shall be automatically extended
            to such date necessary to prepare and complete such information.

      (c)   IPEX  shall  pay  the  VINCULUM   Stockholders   $14.5   million  as
            compensation for their Shares (the "Purchase Price"), which Purchase
            Price shall be paid as follows:

            (i)   $1,000,000  in  cash  (the  "Cash   Consideration")   will  be
                  delivered to the VINCULUM Stockholders at the Closing.

            (ii)  $11,700,000  worth of IPEX Stock (the  "Stock  Consideration")
                  will be issued  and  delivered  to the  VINCULUM  Stockholders
                  within five business  days of the Closing Date.  The number of
                  shares  of IPEX  Stock to be issued  in  payment  of the Stock
                  Consideration  shall be determined by dividing  $11,700,000 by
                  the volume  weighted  average price per share ("VWAP") for the
                  IPEX Stock for the 90 trading days  immediately  preceding the
                  Closing Date.  Notwithstanding the foregoing,  if the VWAP for
                  the IPEX Stock for the 90 trading days  immediately  preceding
                  the  Closing  Date is higher  than  $4.10,  then the number of
                  shares  of IPEX  Stock to be issued  in  payment  of the Stock
                  Consideration  shall be determined by dividing  $11,700,000 by
                  $4.10.  Subject to  Section  1(c)(iv)  below,  all of the IPEX
                  Shares  to be  issued to the  VINCULUM  Stockholders  shall be
                  "unregistered" and "restricted"  shares and shall be issued in
                  accordance  with and  subject to  applicable  laws,  rules and
                  regulations,  and when issued for the consideration indicated,
                  shall be  deemed  fully  paid and  non-assessable.  The  Stock
                  Consideration shall be allocated to the VINCULUM  Stockholders
                  in accordance with Part I of Annex A.

            (iii) An aggregate  principal  amount of $1,800,000  of  convertible
                  notes  (the  "Notes")  will be  issued  and  delivered  to the
                  VINCULUM  Stockholders  at the  Closing.  The Notes  will bear
                  interest  at the rate of 4% per  annum  payable  quarterly  in
                  arrears,  beginning  on the first such date after the original
                  issue date and on the  maturity  date of the  Notes.  $900,000
                  principal  amount of the Notes  will have a  maturity  date 12
                  months from the  Closing.  The  remaining  $900,000  principal
                  amount of the Notes will have a maturity  date 18 months  from
                  the Closing.  The Notes shall be  convertible at the option of
                  the  holders  and shall have a  conversion  price equal to the
                  lower of:  (A) the VWAP for the IPEX  Stock for the 90 trading

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                  days immediately  preceding the Closing Date; or (B) $4.10. If
                  on the  maturity  date of the Notes,  the market price of IPEX
                  Stock is equal to or greater than the conversion  price of the
                  Notes,  then the conversion price shall be adjusted to a price
                  which is equal to 80% of the closing sales price of IPEX Stock
                  on the trading day immediately  preceding the maturity date of
                  the Notes, but no less than $1.50. Subject to Section 1(c)(iv)
                  below,  all of the IPEX Stock issuable upon  conversion of the
                  Notes  shall be  "unregistered"  and  "restricted"  shares and
                  shall be issued in  accordance  with and subject to applicable
                  laws,  rules  and   regulations,   and  when  issued  for  the
                  consideration  indicated,  shall  be  deemed  fully  paid  and
                  non-assessable.

            (iv)  IPEX will  undertake  to prepare and file with the  Securities
                  and Exchange Commission (the "SEC") no later than 90 days from
                  the Closing Date, a Registration  Statement (the "Registration
                  Statement")  on Form SB-2  pursuant to the  Securities  Act of
                  1933,  as amended  (the  "Securities  Act"),  registering  the
                  resale  of the  IPEX  Stock  to be  received  by the  VINCULUM
                  Stockholders  in connection with the  Acquisition.  IPEX shall
                  also  prepare  and  file  with  the SEC  such  amendments  and
                  supplements to such Registration Statement on Form SB-2 as may
                  be necessary and use commercially  reasonable efforts to cause
                  such  registration  statement to become  effective  and remain
                  effective  for the period of time  required to effect the sale
                  of such shares in accordance with the Securities Act.

2.    Definitive Agreement. The Agreement shall include, contain or provide:

      (a)   Representations and warranties.  Customary and usual representations
            and  warranties  and  covenants  by  the  parties,  and a  principal
            executive  officer or managing member of each party, as the case may
            be, shall certify that these representations and warranties are true
            as of the Closing Date.

            (i)   None of the Parties to the  Acquisition,  nor their  officers,
                  directors, members or affiliates,  promoter or control person,
                  nor  any  predecessor,   thereof  have  been  subject  to  the
                  following:

                  (A)   Any bankruptcy petition filed by or against any business
                        of which such person was a general  partner or executive
                        officer  either at the time of the  bankruptcy or within
                        two (2) years prior to that time;
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                  (B)   Any conviction in a criminal proceeding or being subject
                        to a  pending  criminal  proceeding  (excluding  traffic
                        violations  and other  minor  offenses)  within the past
                        five years;

                  (C)   Any  order,   judgment,   or  decree,  not  subsequently
                        reversed,   suspended  or  vacated,   of  any  court  of
                        competent   jurisdiction,   permanently  or  temporarily
                        enjoining, barring, suspending or otherwise limiting his
                        involvement  in any  type  of  business,  securities  or
                        banking activities; and

                  (D)   Any finding,  ruling or judgment by a court of competent
                        jurisdiction  (in  a  civil  action),  the  SEC  or  the
                        Commodity Futures Trading  Commission to have violated a
                        federal or state  securities or commodities law, and the
                        judgment has not been reversed, suspended, or vacated.

            (ii)  Each  party  shall  have good  title to all of its  respective
                  tangible and intangible assets including,  but not limited to,
                  intellectual  properties necessary or required to successfully
                  develop and  commercially  exploit its business  enterprise as
                  more fully described in its current business plan.

            (iii) The  VINCULUM   Stockholders   own  100%  of  the  issued  and
                  outstanding stock of VINCULUM.

            (iv)  VINCULUM is an international Voice-over-Internet Protocol long
                  distance  communications  carrier and provides  services to no
                  less than 150 long distance carriers across the world.

            (v)   At Closing VINCULUM will have assets and liabilities  within a
                  range  of  25%,  plus or  minus,  of the  anticipated  amounts
                  outlined in Annex B attached hereto.

            (vi)  The Agreement will include representations and warranties with
                  respect to the absence of undisclosed  liabilities,  liens and
                  encumbrances  of the  assets  of  VINCULUM  and the  financial
                  condition  and  results of  operations  of  VINCULUM  and with
                  respect to the  absence  of any  material  adverse  changes in
                  VINCULUM's   financial  condition,   earnings,   and  business
                  operations  since  the  date  of  the  most  recent  unaudited
                  financial statements supplied by VINCULUM to IPEX.
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      (b)   Opinions of Counsel.  The delivery at Closing of favorable  opinions
            of legal  counsel for VINCULUM  regarding  the  customary  and usual
            matters  of law and fact  covered  under  similar  Acquisitions  and
            related agreements.

      (c)   Opinions of  Auditors.  For the delivery at the Closing of financial
            statements  reasonably acceptable to IPEX. VINCULUM shall deliver to
            IPEX audited financial  statements for the last two completed fiscal
            years as well as  unaudited  financial  statements  for the  interim
            period(s)  ended at the Closing  Date  prepared in  accordance  with
            Generally Accepted Accounting Principles.

      (d)   Conditions Precedent.  In addition,  the Agreement shall contain the
            following conditions precedent:

            (i)   IPEX shall have all SEC, state and federal filings and reports
                  current,  up to date,  in proper form,  and be, to the best of
                  management's  knowledge,  in  compliance  with all  state  and
                  federal regulations governing a public company.

            (ii)  For a period of at least  forty (45) days prior to the Closing
                  Date,  VINCULUM  will afford to the  officers  and  authorized
                  representatives  of IPEX full access to the properties,  books
                  and  records  of  VINCULUM  in order that IPEX may have a full
                  opportunity to make such reasonable  investigation as it shall
                  desire to make of the affairs of VINCULUM,  and VINCULUM  will
                  furnish IPEX with such additional financial and operating data
                  and other  information  as to the business and  properties  of
                  VINCULUM (the  confidentiality of which IPEX agrees to retain)
                  as IPEX shall  from time to time  reasonably  request.  To the
                  extent  the state  and  federal  filings  and  reports  do not
                  provide such  information,  VINCULUM shall have similar access
                  to the  properties,  books  and  records  of  IPEX.  Any  such
                  investigations   and   examinations   shall  be  conducted  at
                  reasonable times and under reasonable circumstances,  and each
                  party hereto shall cooperate fully therein.  No  investigation
                  by either party hereto  shall,  however,  diminish or waive in
                  any way any of the representations,  warranties,  covenants or
                  agreements of the other party under the Agreement.
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            (iii) IPEX  shall  enter  into an  employment  agreement  with Scott
                  Goodwin,  whereby Mr.  Goodwin will serve as the  President of
                  Telecommunications  for IPEX.  Mr.  Goodwin's  salary  will be
                  $240,000  per  year.  Mr.  Goodwin  will also be  eligible  to
                  participate  in  employee  benefit  plans  maintained  by  the
                  Company for the benefit of IPEX's executive officers.

            (iv)  VINCULUM  Stockholders  shall  have the right to  appoint  two
                  members to the Board of Directors of IPEX, which members shall
                  be in addition to the existing number of directors of IPEX.

            (v)   VINCULUM  Stockholders  owning  not less than  eighty  percent
                  (80%) of the  outstanding  securities  of VINCULUM  shall have
                  approved,  adopted,  and  ratified  the  Acquisition  and  the
                  Agreement.

            (vi)  VINCULUM  shall  have  obtained  and  delivered  to  IPEX  all
                  consents,  waivers  and  approvals  necessary  to  effect  the
                  Acquisition  from the  stockholders  and Board of Directors of
                  VINCULUM.

            (vii) There  shall  not  be any  pending  or  threatened  litigation
                  regarding  the  Acquisition  and the  Agreement or any related
                  transactions contemplated thereby or therein.

           (viii) Customary  legal  opinions,  closing  certificates  and other
                  documentation  in a form  satisfactory  to IPEX and  VINCULUM,
                  respectively, shall be delivered by the Parties.

            (ix)  There shall not be any  material  breach by the Parties of any
                  representation or warranty contained in the Agreement, and the
                  Parties shall be in compliance with each covenant contained in
                  the Agreement.

            (x)   IPEX shall have completed usual,  customary and reasonable due
                  diligence of VINCULUM to IPEX's satisfaction.

            (xi)  VINCULUM shall have completed usual,  customary and reasonable
                  due diligence of IPEX to VINCULUM's satisfaction.

            (xii) VINCULUM   shall  have  caused  an  audit  of  its   financial
                  statements to be completed in accordance  with the  Securities
                  Act,  the  Securities   Exchange  Act  of  1934,  as  amended,
                  Regulation  S-X  and  any  other   applicable   rules  of  the
                  Securities  and Exchange  Commission or of the Public  Company
                  Accounting Oversight Board.

           (xiii) All VINCULUM Stockholders who are accredited investors within
                  the  meaning  of  Rule  501(a)  of   Regulation  D  under  the
                  Securities  Act shall  complete and sign  accredited  investor
                  questionnaires attesting to such fact.
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            (xiv) VINCULUM  shall  provide to IPEX the  information  required by
                  Form  S-4  of  the  Securities  and  Exchange  Commission,  as
                  applicable to VINCULUM, by a commercially reasonable period of
                  time  prior  to the  Closing  so  IPEX  may  provide  complete
                  disclosure to the VINCULUM  Stockholders,  as required by Rule
                  502 under the Securities Act.

            (xv)  The Agreement  shall contain  additional  mutually  acceptable
                  closing conditions to be determined by the Parties.

      (e)   Conditions  Subsequent.  The  Acquisition  shall be  subject  to the
            occurrence  of the  following  term and  condition to occur within a
            reasonable time subsequent to the Closing:

            (i)   IPEX shall file a Form 8-K with the SEC within  four  business
                  days of entering  into the Agreement  disclosing  the material
                  terms of the Acquisition.

3.    Expenses.  Each  party  shall  pay its own  legal,  accounting  and  other
      expenses in connection with the Acquisition, including, but not limited to
      those  expenses  and/or  fees  of  Aegis  Equity,  LLC  and  Mark  Buckner
      referenced in Section 5(e).

4.    Conduct of Business of VINCULUM Pending Closing.

      (a)   Until  consummation or termination of the contemplated  Acquisition,
            VINCULUM will conduct  business  only in the ordinary  course and no
            material assets of VINCULUM shall be sold, encumbered,  hypothecated
            or disposed of except in the  ordinary  course of business  and only
            with the written  consent of the other party which  consent will not
            be unreasonably withheld.

      (b)   The Parties  agree that until  consummation  or  termination  of the
            Acquisition, VINCULUM, the Board of Directors of VINCULUM and/or the
            VINCULUM  Stockholders  shall not directly or indirectly:  (i) offer
            for  sale,  sell,  assign,  pledge,  distribute  or  enter  into any
            contract for the sale of or otherwise  dispose of the Shares without
            the express  written  consent of the current  Board of  Directors of
            VINCULUM  and  IPEX;  (ii)  issue or cause to be  issued  additional
            Shares,  options,  warrants or any other right to purchase Shares to
            any person,  entity or party (other than shares issued upon exercise
            of existing options);  (iii) offer for sale, sell,  assign,  pledge,
            distribute  or enter into any  contract for the sale of or otherwise
            dispose of all or  substantially  all of a  material  portion of the
            assets of VINCULUM;  or (iv) assume or incur a significant amount of
            liabilities or take any other actions outside the ordinary course of
            its business or other than in connection with the Acquisition.
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5.    Miscellaneous Provisions:

      (a)   On or  before  the  Closing  Date,  IPEX,  VINCULUM  and  all of the
            VINCULUM    Stockholders    will   have    received   all   permits,
            authorizations,   regulatory  approvals  and  third  party  consents
            necessary  for  the  consummation  of  the   Acquisition,   and  all
            applicable legal requirements shall have been satisfied.

      (b)   The  Acquisition  shall be  consummated  and the Agreement  shall be
            executed as soon as  practicable,  and IPEX shall instruct its legal
            counsel to  immediately  prepare all  necessary  documentation  upon
            execution of this LOI.

      (c)   Before  Closing,  the  Board  of  Directors  of IPEX,  the  Board of
            Directors  of  VINCULUM  and the  VINCULUM  Stockholders  shall have
            approved the Acquisition and the Agreement.

      (d)   All notices or other information  deemed required or necessary to be
            given  to  any  of the  parties  shall  be  given  at the  following
            addresses:

                      IPEX:            IPEX, Inc.
                                       Attn: Gerald Beckwith
                                       9255 Towne Centre
                                       Suite 235
                                       San Diego, CA 92121
                                       Facsimile: (310) 752-1486

                      With Copy to (which shall not constitute notice):

                                       Sichenzia Ross Friedman Ference LLP
                                       Attn: Marc J. Ross, Esq.
                                       1065 Avenue of the Americas
                                       21st Floor
                                       New York, NY 10018
                                       Facsimile: (212) 930-9725
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Vinculum Communications, Inc.
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                      VINCULUM: Vinculum Communications, Inc.
                                       Attn: Scott Goodwin, President and CEO
                                       9255 Towne Centre Drive, Suite 925
                                       San Diego, CA 92121
                                       Facsimile: (858)546-8039

                      With Copy to (which shall not constitute notice):

                                       Allen Matkins Leck Gamble & Mallory LLP
                                       Attn: Peter N. Townshend, Esq.
                                       12348 High Bluff Drive, Suite 100
                                       San Diego, CA 92130
                                       Facsimile: (858) 481-5028

      (e)   With the exception of Aegis Equity,  LLC and its affiliates and Mark
            Buckner,  no agent,  broker,  investment  banker,  person or firm is
            acting on behalf of the Parties or under their  authority is or will
            be entitled to any broker's or finder's fee or any other  commission
            or similar fee,  directly or indirectly,  in connection  with any of
            the transactions contemplated herein.

      (f)   The  Agreement  shall contain  customary and usual  indemnification,
            hold harmless provisions and investment representation language.

      (g)   Except  where  the  laws of  another  jurisdiction  are  necessarily
            applicable,  the transactions which are contemplated  herein and the
            legal   relationships  among  the  parties  hereto,  to  the  extent
            permitted, shall be governed by and construed in accordance with the
            laws  (except  for  conflict  of law  provisions)  of the  State  of
            California.

      (h)   The substance of any press release or other public announcement with
            respect  to the  Acquisition,  the  Agreement  and the  transactions
            contemplated herein and therein, other than notices required by law,
            shall be  approved  in writing in advance by all  parties  and their
            respective legal counsel.

6.    Counterparts.  This LOI may be executed in any number of counterparts  and
      each such counterpart  shall be deemed to be an original  instrument,  but
      all of such counterparts together shall constitute but one agreement.

7.    Amendments. Subject to applicable law, this LOI and any attachments hereto
      may be amended only by an  instrument  in writing  signed by an officer or
      authorized representative of each of the parties hereto.
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8.    Headings. The descriptive headings of the sections and subsections of this
      LOI are inserted for convenience only and do not constitute a part of this
      LOI.

9.    Reliance Upon Representations and Warranties. Notwithstanding any right of
      any party hereto to fully  investigate the affairs of any other party, the
      parties hereto may rely upon the representations, warranties and covenants
      made to it in  this  LOI  and on the  accuracy  of any  exhibit  or  other
      document given or delivered to it pursuant to this LOI. Further, knowledge
      by an agent of any party  hereto of any facts not  otherwise  disclosed in
      this LOI or any other related document,  shall not constitute a defense to
      any claim for  misrepresentation,  breach of any warranty,  agreement,  or
      covenant under this LOI or any other related document.  No representations
      or  warranties  have been made by or on behalf of any person to induce any
      party to enter into this LOI or to abide by or consummate the transactions
      contemplated by this LOI, except  representations and warranties expressly
      set forth herein.

10.   Waiver. No purported waiver by any party of any default by any other party
      of any term,  covenant or condition contained herein shall be deemed to be
      waiver of such term, covenant or condition unless the waiver is in writing
      and signed by the  waiving  party.  No such  waiver  shall in any event be
      deemed a waiver  of any  subsequent  default  under  the same or any other
      term, covenant or condition contained herein.

11.   Entire Agreement.  This LOI, together with the exhibits or other documents
      given or delivered  pursuant hereto,  sets forth the entire  understanding
      among  the  parties   concerning  the  subject  matter  of  this  LOI  and
      incorporates  all  prior  negotiations  and  understandings.  There are no
      covenants, promises, agreements, conditions or understandings, either oral
      or written,  between them relating to the subject matter of this LOI other
      than those set forth herein. No alternation, amendment, change or addition
      to this LOI shall be binding  upon any party  unless in writing and signed
      by the party to be charged.

12.   No  Partnership.  Nothing  contained  in this  LOI  will be  deemed  to or
      construed  by the  parties  hereto  or by any third  person to create  the
      relationship of principal and agent or partnership or joint venture.

13.   Joint  Preparation.  This LOI has been negotiated and prepared  jointly by
      the parties hereto and any uncertainty or ambiguity  existing  herein,  if
      any, shall not be interpreted  against any party, but shall be interpreted
      according  to the  applicable  rules of  interpretation  for arm's  length
      agreements.

14.   Partial  Invalidation.  If any term,  covenant or condition in this LOI or
      the  application  thereof to any party,  person or  circumstance  shall be
      invalid or unenforceable,  the remainder of this LOI or the application of
      such term,  covenant or condition to persons or circumstances,  other than
      those as to which it is held invalid, shall be unaffected thereby and each
      term, covenant or condition of this LOI shall be valid and enforced to the
      fullest extent permitted by law.
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15.   Binding  Effect;  Break-up Fee. This LOI is binding on the parties hereto.
      In the  event  VINCULUM  terminates  this  LOI at any  time  prior  to the
      execution of a definitive Agreement,  VINCULUM shall pay a break-up fee to
      IPEX in the amount of $200,000 cash. In the event IPEX terminates this LOI
      at any time prior to the execution of a definitive  Agreement,  IPEX shall
      pay  a  break-up  fee  to  VINCULUM  in  the  amount  of  $200,000   cash.
      Notwithstanding  the  foregoing,  neither IPEX nor VINCULUM  shall pay any
      break-up  fee to the other  party if this LOI is  terminated  prior to the
      execution  of a  definitive  Agreement  due to a breach of this LOI by the
      other  party or any  reason(s)  beyond the  control  of either  respective
      party.

16.   Time is of the  Essence.  VINCULUM  shall sign this LOI no later than 3:00
      P.M., Eastern Standard Time, July 27, 2005, as time is of the essence.

17.   Lockup  Agreement.  Each holder of more than 10% of  VINCULUM  Stock shall
      enter into an agreement with IPEX whereby such VINCULUM Stockholder agrees
      not to sell more than 200,000 Shares of IPEX Stock in any calendar quarter
      during the one year period following the Closing.

18.   Currency.  All references to currencies  within this LOI are in US dollars
      except where otherwise specified.

19.   Public  Announcement.  IPEX and VINCULUM mutually agree that neither party
      shall  issue any press  release  or make any  public  announcement  of the
      Acquisition  or any other  matter  which is the subject of this LOI or any
      subsequent  definitive  Agreement  without the prior  consent of the other
      party, except where a public announcement is required by law as reasonably
      determined by such party or is in connection with such party's enforcement
      of its rights or remedies  hereunder or  thereunder  for any breach by the
      other party.  Notwithstanding  the foregoing,  VINCULUM  acknowledges that
      upon signing this LOI, IPEX is required and shall file a Form 8-K with the
      SEC describing the material terms of the LOI and VINCULUM  hereby consents
      to such filing.

20.   Consents.  IPEX and VINCULUM will  cooperate with one another and proceed,
      as promptly as is reasonably practicable,  to seek to obtain all necessary
      consents and  approvals  from lenders,  shareholders,  landlords and other
      third  parties  and  to  endeavor  to  comply  with  all  other  legal  or
      contractual  requirements  for  or  preconditions  to  the  execution  and
      consummation of the Acquisition and the Agreement.

21.   Efforts.  IPEX and  VINCULUM  will  negotiate  in good faith and use their
      commercially  reasonable  efforts  to  arrive  at  a  mutually  acceptable
      definitive Agreement for approval,  execution and delivery on the earliest
      reasonably  practicable  date.  IPEX and VINCULUM will thereupon use their
      commercially  reasonable efforts to effect the Closing and to proceed with
      the  transactions  contemplated  by this LOI as promptly as is  reasonably
      practicable.
<PAGE>

Vinculum Communications, Inc.
July 25, 2005
Page 12 of 13

22.   Confidentiality.  IPEX and VINCULUM  agree that (except as may be required
      by law) it will not  disclose or use any  "Confidential  Information"  (as
      hereinafter  defined)  with  respect  to the  other,  furnished,  or to be
      furnished in connection herewith at any time or in any manner and will not
      use such  information  other than in connection with its evaluation of the
      Acquisition. For the purposes of this paragraph "Confidential Information"
      means any  information  identified as such in writing or, given the nature
      of the information or the circumstances surrounding its disclosure,  which
      reasonably  should be considered as confidential  or  proprietary.  If the
      Acquisition is not  consummated,  the receiving party will promptly return
      all documents to the party with provided such documents. The provisions of
      this paragraph shall survive the termination of this LOI.


                  [REMAINING OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

Vinculum Communications, Inc.
July 25, 2005
Page 13 of 13

      If the foregoing  correctly sets forth the substance of the  understanding
of the parties, please execute this LOI in triplicate,  retain one original copy
for your  records,  and  return the other  original  copy to Marc J. Ross at the
address listed above.

      Also, please fax a signed copy to IPEX, Inc. at (310) 752-1486.


                                                 Yours truly,

                                                 IPEX, INC.

                                                 /s/ Sothi Thillairajah
                                                 -------------------------------
                                                 Sothi Thillairajah
                                                 Chief Operating Officer
                                                 AUGUST 9, 2005

Accepted this 25th day of July 2005.

VINCULUM COMMUNICATIONS, INC.

/s/ Scott Goodwin
--------------------------
Scott Goodwin
President and CEO
<PAGE>


                                     ANNEX A

                       "VINCULUM Shareholder Distribution"


PART I:  "Share Compensation"

                                             Number of            Ownership
Name:                                        Shares               Percentage
----                                         ------               ----------
Goodwin, Scott                            1,500,000                   70.81%
Jones, Jayson                               500,000                   23.60%
Buckner, Mark                                67,916                    3.21%
Goodwin, Brad                                29,275                    1.38%
Kates, Desiree                               10,265                    0.48%
Koehler, Robert                               9,000                    0.42%
Fiddes, Michael                               2,000                    0.09%
                      Total:              2,118,456                  100.00%

PART II:  "Cash Compensation"

Name:                                                            Dollars:
----                                                             -------
Goodwin, Scott                                                $708,062.85
Jones, Jayson                                                 $236,020.95
Buckner, Mark                                                  $32,059.20
Goodwin, Brad                                                  $13,819.03
Kates, Desiree                                                  $4,845.51
Koehler, Robert                                                 $4,248.38
Fiddes, Michael                                                   $944.08
                                          Total:            $1,000,000.00

PART III:  "Notes"

                                                  Principal Dollar Amount
                                         12-Month                     18-Month
Name:                                    Maturity                     Maturity
----                                     --------                     --------
Goodwin, Scott                        $637,256.57                  $637,256.57
Jones, Jayson                         $212,418.86                  $212,418.86
Buckner, Mark                          $28,853.28                   $28,853.28
Goodwin, Brad                          $12,437.12                   $12,437.12
Kates, Desiree                          $4,360.96                    $4,360.96
Koehler, Robert                         $3,823.54                    $3,823.54
Fiddes, Michael                           $849.68                      $849.68
                    Total:            $900,000.00                  $900,000.00
<PAGE>

                                  "ANNEX B"

                        Vinculum Communications Inc.
                                Balance Sheet
                                  6/30/2005

Assets

Current Assets
Cash
   Cash - UBOC                                            $4,335.98
   Cash - Vincomm Inc                                    109,452.41
   Cash - CNB Outgoing                                    20,182.53
                                                      -------------
   Total Cash                                           $133,970.92

Accounts Receivable
   Accounts Receivables                                 $566,938.75
   Allowance For Bad Debt                               (69,629.22)
   Accounts Receivable - Employees                         9,268.22
                                                      -------------
   Total Accounts Receivable                            $506,577.75

Unbilled Revenue
   Other Current Assets                                 $598,219.69
                                                      -------------
   Total Unbilled Revenue                               $598,219.69

Other Current Assets
   Nextone Support                                        $9,961.00
   Colocation Deposit                                        500.00
   Office Deposit                                         11,235.36
                                                      -------------
   Total Other Current Assets                            $21,696.36
                                                      -------------
   Total Current Assets                               $1,260,464.72

Property, Plant and Equipment
   Sansay Gateway                                        $27,499.92
   Computer Equipment                                     85,517.43
   Office Furniture                                       20,512.59
   VOIP Routers                                           19,800.00
   Software                                              171,642.00
                                                      -------------
   Total Property, Plant and Equipment                  $324,971.94


Accumulated Depreciation
   Accum Depr - Computer                               ($59,713.77)
   Accum Depr - VOIP Routers                            (12,198.00)
   Accum Depr - Office Furniture                         (7,902.47)
   Accum Depr - Software                               (140,673.33)
                                                      -------------
   Total Accumulated Depreciation                     ($220,487.57)
                                                      -------------


Net Property, Plant and Equipment                       $104,484.37

Other Assets
   Other Assets                                          $40,000.00
                                                      -------------
   Total Other Assets                                    $40,000.00

Intangible Assets
Organizational Costs                                      $1,000.00
Accum Amort - Organizational                               (683.33)
CNB CEDLI Facility Cost                                   78,927.67
Facility Cost Amortization                               (8,769.76)
Goodwill                                                 118,907.20
                                                      -------------
Total Intangible Assets                                  189,381.78
                                                      -------------
   Total Assets                                       $1,594,330.87
                                                      =============
Liabilities

Current Liabilities
Accounts Payable
   Accounts Payable                                     $378,646.30
                                                      -------------
   Total Accounts Payable                               $378,646.30

Notes Payable
   Line Of Credit-Preferred Business Credit                  $54.51
   Line Of Credit-City National Bank                     239,861.85
   Due To Call Prints                                     68,029.62
                                                      -------------
   Total Notes Payable                                  $307,945.98

Taxes Payable
   Income Tax Payable                                   ($8,756.00)
   Provision for Deferred  Income Tax Liability            8,324.00
                                                      -------------
   Total Taxes Payable                                    ($432.00)
<PAGE>

Other Current Liabilities
   Customer Deposits                                      $1,192.27
   Schneider Rucinski Lease                               15,791.62
   Other Accruals                                        273,980.92
                                                      -------------
   Total Other Current Liabilities                      $290,964.81
                                                      -------------
   Total Current Liabilities                            $977,125.09



Long-Term Debt
   Line Of Credit - UBOC                                  $9,971.78
   Cedli Note                                            362,140.31
   Line of Credit - Wells Fargo                              (0.01)
                                                      -------------
   Total Long-Term Debt                                 $372,112.08
                                                      -------------
   Total Liabilities                                  $1,349,237.17

Capital

Common Stock
   Common Stock                                           $2,033.00
   Shareholder Note                                      162,459.01
                                                      -------------
   Total Common Stock                                   $164,492.01

Retained Earnings
   Paid In Capital                                       $99,967.00
   Retained Earnings                                      90,390.45
                                                      -------------
   Total Retained Earnings                              $190,357.45
   Net Profit/(Loss)                                  ($109,755.76)
                                                      -------------
   Total Equity                                         $245,093.70
                                                      -------------
   Total Liabilities and Equity                       $1,594,330.87
                                                      =============