TELEMEDIUM CHANNEL PARTNER AGREEMENT


EXHIIT 10.15



This Agreement is entered into this 11th day of October, 2005 by and between
TeleMedium Corporation, a Delaware corporation ("TeleMedium"), with its offices
located at 1845 Summit Ave., Suite 400, Plano, Texas 75074, and IVI
Communications, Inc., a Delaware corporation as a Channel Partner ("CP"), with
its offices located at 6171 W. Century Blvd., Suite 130 Los Angeles, CA 90045.
TeleMedium and CP shall each be referred to individually as a "Party" and
collectively as the "Parties".


TABLE OF CONTENTS
   RECITALS.................................................................3
   --------
   1. DEFINITIONS...........................................................3
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   2. SERVICES AND EQUIPMENT................................................4
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   3. INTELLECTUAL PROPERTY.................................................4
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   4. MAINTENANCE...........................................................5
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   5. TERM OF AGREEMENT.....................................................6
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   6. RESPONSIBILITIES OF CP................................................6
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      6.1 Billing and Collections...........................................6
      ----------------------------
      6.2 Marketing.........................................................6
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      6.3 General Business Practices........................................6
      -------------------------------
      6.4 Support and Training..............................................6
      -------------------------
      6.5 Escalation Procedures.............................................6
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      6.6 Abuse.............................................................7
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      6.7 Commerce Regulations..............................................7
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      6.8 Exclusivity.......................................................7
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      6.9 Obligations.......................................................7
      ----------------
   7. RESPONSIBILITIES OF TELEMEDIUM........................................8
   ---------------------------------
      7.1 Services to Users.................................................8
      ----------------------
      7.2 User Support......................................................8
      -----------------
      7.3 Escalation Procedure..............................................8


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      -------------------------
      7.4 Regulatory Compliance.............................................8
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      7.5 User Disconnect...................................................8
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      7.6 User Activity.....................................................8
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      7.7 Trademarks and Copyrights.........................................8
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   8. 911 SERVICES..........................................................9
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   9. PRIVACY...............................................................9
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   10. BILLING, FEES, AND PAYMENT TERMS.....................................9
   ------------------------------------
      10.1 Price Changes....................................................9
      -------------------
      10.2 Additional Fees..................................................9
      ---------------------
      10.3 Disconnect Fees..................................................9
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   12. CP REPRESENTATIONS, WARRANTIES AND COVENANTS.........................9
   ------------------------------------------------
      12.1 Warranties.......................................................9
      ----------------
      12.2 Indemnities.....................................................10
      -----------------
   13. CONFIDENTIAL INFORMATION............................................10
   ----------------------------
      13.1 Information Disclosure..........................................10
      ----------------------------
      13.2 Exceptions......................................................10
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      13.3 Violations......................................................11
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      13.4 Press Releases..................................................11
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   14. RESTRICTIONS ON ACCESS..............................................11
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      14.1 Abuse and Fraudulent Use........................................11
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      14.2 Account Cancellation............................................12
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      14.3 Notification....................................................12
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      14.4 Compensation....................................................12
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   15. DEFAULT.............................................................12
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   16. TERMINATION.........................................................14
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      16.1 Default.........................................................14
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      16.2 User Accounts...................................................14
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      16.3 Identification..................................................14
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      16.4 Rights and Remedies.............................................14
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      16.5 Previous Orders.................................................14
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      16.5 Property........................................................14
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   17. WARRANTIES, DISCLAIMER AND LIMITATION OF LIABILITY..................14
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      17.1 Warranties......................................................14
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      17.2 Liability.......................................................15
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      17.3 Equipment.......................................................15
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      17.4 Disclaimer of Warranties........................................15
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      17.5 Service Interruption............................................16
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      17.6 Limitation of Liability.........................................16
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   18. DISPUTE RESOLUTION..................................................17
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   19. TAXES...............................................................17
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   20. MISCELLANEOUS.......................................................17
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      20.1 Notices.........................................................17
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      20.2 Force Majeure...................................................18
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      20.3 Binding Effect / Assignment.....................................18
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      20.4 Entire Agreement................................................18
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      20.5 Governing Law...................................................18
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      20.6 Waiver..........................................................18
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      20.7 Severability....................................................19
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      20.8 Headings........................................................19
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      20.9 Costs and Expenses..............................................19
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      20.10 Other CPs......................................................19
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      20.11 Independent Parties............................................19
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      20.12 Tariffs........................................................19
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   EXHIBIT A...............................................................21
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   EXHIBIT B...............................................................22
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   EXHIBIT C...............................................................23
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   EXHIBIT D...............................................................24
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      CUSTOMER SERVICE PROCEDURES..........................................24
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RECITALS
WHEREAS, TeleMedium provides Voice-over-Internet-Protocol (VoIP) services; and
WHEREAS, TeleMedium offers a Private Label Channel Partner Program to Channel
Partners; and WHEREAS, CP desires to promote and market TeleMedium's VoIP
services, and the Parties desire to enter into a wholesale agreement under the
Private Label Channel Partner Program in accordance with the terms of this
Agreement; NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:



1. DEFINITIONS

     Actual Billing Cycle Amount shall mean, with respect to any User, the sum
     of the Usage Charge for such User for that billing cycle. Affiliate shall
     mean, with respect to any Person

     A.   any Person that directly, or indirectly through one or more
          intermediaries, controls such Person or

     B.   any Person that is controlled by, or is under common control, with a
          controlling Person.

     As used herein, the term "control" means possession, directly or
     indirectly, of the power to direct or cause the direction of the management
     or policies of a Person, whether through the ownership of voting
     securities, by contract, or otherwise.
     Agreement shall mean this Private Label Channel Partner Program Agreement,
     including all exhibits, annexes, and other attachments appended hereto.
     Confidential Information means, with respect to each Party, information
     provided by or relating to such Party that is not public and is
     confidential or proprietary in nature, including proprietary information,
     information related to intellectual property rights (other than issued
     patents and trademarks used in commerce), User information, information
     about such Party's financial condition and projections, business
     activities, ventures and strategic plans and partners, marketing strategies
     and programs, know-how, strategic insights and statistical models or
     strategies or procedures to develop such models and any other financial
     information, whether in written, oral, magnetic, computer software or other
     form, all copies and reproductions of such information, in whole or in
     part, and all summaries, analyses, compilations, studies, notes and other
     records that contain, reflect or are generated from such information. The
     terms, provisions and existence of this Agreement are Confidential
     Information.

     Facilities shall mean the equipment comprising the TeleMedium System.
     FCC shall mean the United States Federal Communications Commission or any
     successor agency thereto. TeleMedium System shall mean the network,
     including servers and conversion servers, softswitch, and the proprietary
     gateway managed and operated by TeleMedium or any successors and assigns
     thereof with respect to the Services.


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     Person shall mean an individual, a corporation, a partnership, an
     association, a trust or any other entity or organization. Pricing Schedule
     shall mean the detailed listing of charges charged by TeleMedium for the
     Services and the Equipment, a current copy of which is attached hereto as
     Exhibit A.

     Private Label Name shall mean the name used by CP, the name under which the
     Services shall be marketed and promoted by the Parties. Services shall mean
     any of the services to be provided by TeleMedium to Users in the Territory
     under the Private Label Name.

     Territory shall be defined as being the geographic area in which the
     Services shall be marketed and provided as specified in Exhibit C, as may
     be amended from time to time by TeleMedium upon 30 days prior written
     notice.

     Usage Charges shall mean, with respect to each User, the sum of
         A. the Service charges for such User incurred during the previous month
         pro rated for such cycle calculated and B. any international usage
         charges, advanced feature charges, and equipment purchase, if any,
         incurred during the previous month pro rated for such cycle calculated,
         using the prices set forth in the Pricing Schedule in Exhibit A
         (excluding any activation or shipping charges).
     User shall mean a subscriber of the Service.
     VoIP shall mean Voice over Internet Protocol, a technology that enables the
     transmission of voice calls over the Internet.


2. SERVICES AND EQUIPMENT
The Services and Equipment supplied by TeleMedium as part of the Private Label
Channel Partner Program to Users are identified in Exhibit B (Equipment and
Service Descriptions). Such Services and Equipment shall be offered by
TeleMedium at the prices specified in Exhibit A (Pricing Schedule). TeleMedium
will have sole and complete responsibility and discretion to add, delete, or
amend any of the terms and conditions applicable to the Services, Equipment and
Users, including but not limited to pricing terms, provided that TeleMedium
shall provide 30 days' prior written notice to CP of any changes to Exhibits A
or B hereto.


3. INTELLECTUAL PROPERTY
The Services, TeleMedium System and Equipment, and any software used to provide
the Services or provided to CP or User in conjunction with the provision of the
Services, or embedded in the Equipment, and all Services, information,
documents, and materials on the Website and Interface, with the exception of the
Trade Marks of CP, are the sole property of TeleMedium and are protected by
trademark, copyright or other intellectual property laws and international
treaty provisions. Nothing in this Agreement shall be construed to assign or
license any intellectual property rights of either Party except as explicitly
set out in this Agreement.


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     A.   TeleMedium will collect, maintain, and be the sole owner of all
          information, whether personally identifiable or in aggregate, that is
          submitted and/or obtained by TeleMedium about a User and its usage of
          the Services (the "User Data").

     B.   CP will be the sole and complete owner of all lists of and proprietary
          information pertaining to CP customers that CP provides to TeleMedium
          pursuant to this Agreement ("CP Customer Data"). TeleMedium may only
          use such Customer Data to market, offer, and provide the Services and
          Equipment in accordance with this Agreement. However, TeleMedium may
          maintain and use any information that it obtains as a result of a
          relationship with a User. The provisions of this Section will not
          prohibit TeleMedium from using information relating to Users that
          TeleMedium acquires by other means.

     C.   CP hereby grants TeleMedium a non-exclusive license to use CP Customer
          Data supplied by CP, with such information as CP may legally share
          with TeleMedium that may be relevant to permit solicitation for the
          Services, to enable TeleMedium to solicit CP customers, who have not
          opted out or elected to be excluded from the relevant type of product
          or service offers, for the Services on a recurring basis throughout
          the term of this Agreement. On a regular basis, but not less often
          than once at the end of each calendar month during the term of this
          Agreement, CP will furnish TeleMedium with full, complete and updated
          CP Customer Data. This monthly CP Customer Data will be in addition to
          any CP Customer Data that CP will provide to TeleMedium for email
          marketing. Besides using the CP Customer Data for internal analysis to
          understand and enhance program performance results, for offering the
          Services and pursuant to any marketing plan, the Parties may mutually
          develop, and for any purpose to which the Parties mutually agree,
          TeleMedium will not use the CP Customer Data for any other purpose.
          Upon the expiration or termination of this Agreement for any reason,
          TeleMedium will promptly destroy or return, at CP's sole discretion,
          any and all CP Customer Data, except for information that also is User
          information that belongs to TeleMedium. CP shall distribute e-mail
          solicitations and disseminate Website solicitations to its customers
          informing them of the availability of the Service consistent with CP's
          then-current customer communication policies, user agreement, privacy
          policy, and do-not-promote procedures in which its customers have
          indicated to CP that they do not want to be contacted with offers. In
          connection with CP's solicitation by email of its customers,
          TeleMedium may provide CP with such information relevant to
          creditworthiness of the solicitees that may be relevant to restricting
          the solicitation to a subset of subscribers, and TeleMedium and CP
          will cooperate in coordinating such solicitation efforts, in
          accordance with a marketing plan to be mutually agree to by the
          Parties. CP will keep all information provided by TeleMedium, in
          accordance with the prior sentence, confidential in accordance with
          the provisions set forth in this Agreement.



4.  MAINTENANCE
CP agrees and recognizes that in order to assess and protect the overall
performance of the TeleMedium System and the Services, TeleMedium may interrupt
use of the Service, and TeleMedium shall have no liability for such
interruptions, for either of the following reasons:

     A.   To carry out planned maintenance on the TeleMedium System; or B. In
          unusual or abnormal situations or conditions.


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TeleMedium shall use reasonable commercial efforts to schedule and conduct its
activities during periods of such interruptions, so as to minimize the duration
of service disruption to Users. Interruptions where unusual or abnormal
conditions exist shall be made by TeleMedium in its sole discretion.

Each of TeleMedium and CP shall promptly notify the other upon learning of the
commencement of any degradation or interruption of the Services and of the
relevant facts known to it concerning such event. In the event of planned
maintenance or an emergency outage, TeleMedium shall take commercially
reasonable efforts to resume the provision of Services as soon as reasonably
possible thereafter.


5. TERM OF AGREEMENT
The term of this Agreement shall commence on the date hereof and continue for a
period of two (2) years. Thereafter this Agreement shall continue in effect
unless terminated sooner pursuant to the termination provisions contained in
Section 16 hereof.


6. RESPONSIBILITIES OF CP

     6.1 Billing and Collections. CP shall be solely responsible for billing and
     collecting all amounts due from Users. CP will bear all costs of
     administering the Service and User accounts, except as otherwise provided
     under this Agreement.

     6.2 Marketing. CP shall promote, solicit, and market and use best efforts
     to secure and retain Users for the Services in the Territory and shall
     maintain an adequate staff and devote sufficient resources to perform such
     functions.

     6.3 General Business Practices. CP shall employ the highest standard of
     business conduct in the performance of its obligations hereunder and shall
     not do anything that would tend to discredit, dishonor, reflect adversely
     on or injure the reputation of TeleMedium, the Services, or the TeleMedium
     System. CP shall comply with all applicable laws, rules and regulations of
     any United States, or foreign, federal, state or local governmental agency
     or authority ("Governmental Authority") in the performance of its
     obligations hereunder.

     6.4 Support and Training. CP shall provide adequate support and training to
     its staff with respect to the marketing and promotion of the Services and
     its solicitation of its customers.

     6.5 Escalation Procedures. CP shall direct any calls, or other
     communications from Users regarding the Services, to TeleMedium's customer
     support personnel, at the address, emails and/or phone numbers to be
     supplied by TeleMedium from time to time. Any contact or communication by
     CP with the Users in connection with the Services shall be under the
     Private Label Name. In the event that it is determined that a service issue
     arises from CP's service, equipment, system or network that affects or will
     likely affect TeleMedium's provision of the Services, CP shall promptly
     notify TeleMedium and work diligently and cooperatively with TeleMedium to
     resolve any such issues.

     6.6 Abuse. CP shall not, and shall not permit any User to, abuse or
     fraudulently use the TeleMedium System in violation of Section 14 hereof.

     6.7 Commerce Regulations. During the term of this Agreement, CP shall be
     responsible for all federal, state, or local licenses, permits, or
     clearances that may be required in connection with the performance of its
     obligations hereunder. CP shall, at its own expense and as necessary,
     obtain and maintain, or confirm all necessary authorizations from
     Governmental Authorities. CP shall notify TeleMedium in writing immediately
     upon becoming aware that any such required authorizations have lapsed, been
     terminated, or revoked.


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     6.8 Exclusivity. CP shall be obligated to engage exclusively with
     TeleMedium for services and equipment comparable to the Services and/or
     Equipment in the Territory, and TeleMedium shall be the sole and exclusive
     provider of VoIP services to CP's customers in the Territory. During the
     term of this Agreement, including any renewal term, TeleMedium will be the
     exclusive provider of VoIP services promoted and marketed by CP in the
     Territory. CP will not, within the Territory and without TeleMedium's
     written consent,

     A.   sponsor, promote, market, offer or otherwise become involved with the
          provision of a competing VoIP service;

     B.   license or allow others to license CP Trade Marks to promote or offer
          a competing VoIP service;

     C.   negotiate, discuss or solicit any offer to market or promote a
          competing VoIP service; or

     D.   sell, rent or otherwise make available to the provider of a competing
          VoIP service any list of Users or any usage and demographic data on
          individual Users.

     6.9 Obligations. Nothing contained in this Agreement shall obligate
     TeleMedium to provide the Services or comparable services exclusively in
     conjunction with CP. CP further undertakes and agrees:

     A.   To integrate the Services with other products and services as part of
          a specific solution or application for Users;

     B.   To establish, maintain and supply to TeleMedium a list of designated
          persons and addresses authorized for maintenance of this Agreement,
          receipt of the CP Payment, and resolution of operational and technical
          issues;

     C.   To inform TeleMedium immediately of any changes in ownership or
          control of CP and of any change in the organization or method of doing
          business which might affect the performance of CP's duties under this
          Agreement;

     D.   Not to enter into, assume, or incur any obligation on TeleMedium's
          behalf or otherwise transact any business for TeleMedium, including,
          without limitation, acceptance or enrollment of Users, without
          TeleMedium's prior written approval;


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     E.   To represent and warrant that it is and will continue to be an
          independent merchant or enterprise within the meaning and requirement
          of any relevant laws or customs and neither CP nor its employees or
          agents shall in any event be deemed to be employees of TeleMedium;

     F.   To only use the trade names or trademarks of TeleMedium in accordance
          with this Agreement. CP hereby waives any right, title or interest in
          any trade names, trademarks or copyrights of TeleMedium; and

     G.   To be responsible for all expenses incurred in connection with the
          performance of its obligations hereunder including, without
          limitation, expenses relating to salaries of its employees, office,
          travel, correspondence, business communications, advertising, and the
          production and dissemination of marketing materials.


7.   RESPONSIBILITIES OF TELEMEDIUM

     7.1 Services to Users. TeleMedium shall provide to CP and to its Users
     access to the TeleMedium System in accordance with the terms and conditions
     of this Agreement, and, subject to the terms of the Section 17 hereof,
     shall use its commercially reasonable efforts to provide continuously the
     Services to Users.

     7.2 User Support. TeleMedium shall be solely responsible for User support
     services. TeleMedium shall establish, at its cost, a separate 800 and local
     number for technical support for Users. TeleMedium shall respond, under the
     name of "_____ Voice by TeleMedium," to User inquiries relating to billing,
     Equipment, related software, the Services, and the operation of the
     TeleMedium System. TeleMedium shall diligently investigate and attempt to
     resolve any complaints from Users relating to the Services and the
     operation of the TeleMedium System. Any contact or communication by
     TeleMedium with the Users shall be under the Private Label Name.

     7.3 Escalation Procedure. TeleMedium will refer any Users who contact
     TeleMedium concerning a claim, complaint, dispute, or request for
     information concerning CP not relating to the Services, to CP customer
     service in accordance with the referral procedures described in Exhibit D.

     7.4 Regulatory Compliance. TeleMedium shall use a "Best Efforts" attempt to
     maintain all licenses necessary or required by the FCC or any other
     Governmental Authority for TeleMedium to provide the Services in the United
     States. CP acknowledges and understands that

     A.   the Services are not telephone services;

     B.   important distinctions exist between telephone service and the
          Services offered by TeleMedium;

     C.   the Services are subject to different regulatory treatment than phone
          service; and

     D.   such treatment may limit or otherwise affect the Users rights of
          redress before the FCC and other federal and state telecommunications
          regulatory authorities.

     7.5 User Disconnect. Upon receipt of the notice of termination from a User
     pursuant to this Agreement, TeleMedium shall disconnect the Service to User
     promptly.

     7.6 User Activity. TeleMedium shall provide access to User Call Detail
     Records to CP by logging into TeleMedium OSS.

     7.7 Trademarks and Copyrights. TeleMedium agrees to only use the trade
     names or trademarks of CP in accordance with this Agreement. TeleMedium
     hereby waives any right, title or interest in any trade names, trademarks,
     or copyrights of CP.


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8. 911 SERVICES
Non-Availability of Traditional 911 or E911 Dialing Service: CP acknowledges and
understands that, because of the unique nature of VoIP services, the Services do
not support traditional 911 or E911 access to emergency services and that 911
dialing and the Services do not function in the event of a power failure or a
service outage of whatever nature by CP or the broadband provider. Under no
circumstances shall

     A.   CP have any claim against TeleMedium or

     B.   TeleMedium have any liability to CP, in connection with TeleMedium's
          failure or restricted ability to provide 911 or E911 access to
          emergency services to Users.


9. PRIVACY
The Services utilize, in whole or in part, the public Internet and third party
networks to transmit voice and other communications. TeleMedium shall not be
liable for any lack of privacy which may be experienced with regard to the
Services. TeleMedium shall supply a privacy policy on the Website and Interface.


10. BILLING, FEES, AND PAYMENT TERMS
During the term of this Agreement, TeleMedium shall charge CP for Users for each
monthly billing cycle the Actual Billing Cycle Amount for such monthly billing
cycle, using the Private Label Name. If, at any time during this the course of
this agreement, the CP fails to pay for Users' services, TeleMedium has the
right to contact and bill Users directly, the Users become the sole property of
TeleMedium Corporation, and the CP may not contact Users under any circumstances
regarding VoIP services.

     10.1 Price Changes. TeleMedium shall provide CP with at least thirty (30)
     days prior written notice of any price changes. In the event of a price
     change, the new prices will apply to all orders accepted by TeleMedium
     after the notice period.

     10.2 Additional Fees. Upon activation of the Services, TeleMedium may
     charge CP an activation fee and a shipping and handling fee for equipment
     provided to User. TeleMedium may from time to time waive some or all of
     these fees. CP shall not be entitled to any portion of the activation fee
     or shipping and handling fee.

     10.3 Disconnect Fees. Upon termination of the Services for any reason for
     convenience by User, TeleMedium will charge CP a disconnect fee.


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12. CP REPRESENTATIONS, WARRANTIES AND COVENANTS

     12.1 Warranties.      CP represents and warrants to TeleMedium that:

     A.   CP is a corporation duly organized, validly existing and in good
          standing under the laws of the state of its incorporation,

     B.   the execution, delivery and performance of this Agreement by CP have
          been duly authorized by all necessary action on the part of CP,

     C.   this Agreement has been duly executed and delivered by CP and
          constitutes a legally valid and binding obligation of CP, enforceable
          against CP in accordance with its terms,

     D.   CP has and shall have all licenses, permits and other authorizations
          from all Governmental Authorities necessary for CP to perform its
          obligations under this Agreement,

     E.   CP will not violate any copyright, trade secret, trademark, patent,
          invention, proprietary information, privacy, nondisclosure or any
          other statutory or common law rights of any third party in the
          performance of its obligations under this Agreement.

     12.2 Indemnities. CP agrees to indemnify, defend and hold harmless
     TeleMedium and its Affiliates, officers, directors, employees, agents and
     representatives against any and all claims, demands, expenses or
     liabilities (including reasonable attorneys' fees) of third parties arising
     from or in connection with CP's breach of any representations, warranties,
     covenants or agreements contained herein.


13. CONFIDENTIAL INFORMATION

     13.1 Information Disclosure. Each Party acknowledges that in the course of
     the performance of this Agreement, it may obtain the Confidential
     Information of the other Party. The receiving party ("Receiving Party")
     shall, at all times, both during the term of this Agreement and thereafter
     for a period of two (2) years thereafter, keep in confidence and trust all
     of the disclosing party's ("Disclosing Party") Confidential Information
     received by it. The Receiving Party shall not use the Confidential
     Information of the Disclosing Party other than as expressly permitted under
     the terms of this Agreement or by a separate written agreement. The
     Receiving Party shall take all reasonable steps to prevent unauthorized
     disclosure or use of the Disclosing Party's Confidential Information and to
     prevent it from failing into the public domain or into the possession of
     unauthorized persons. The Receiving Party shall not disclose Confidential
     Information of the Disclosing Party to any person or entity other than its
     officers, employees, consultants and subsidiaries who need access to such
     Confidential Information in order to effect the intent of this Agreement
     and who have entered into written confidentiality agreements which protect
     the Confidential Information of the Disclosing Party. The Receiving Party
     shall immediately give notice to the Disclosing Party of any unauthorized
     use or disclosure of Disclosing Party's Confidential Information. The
     Receiving Party agrees to assist the Disclosing Party to remedy such
     unauthorized use or disclosure of its Confidential Information.


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     13.2 Exceptions. The obligations set forth in Section 13.1 shall not apply
     to the extent that Confidential Information includes information which

     A.   is already known to the Receiving Party at the time of disclosure,
          which knowledge the Receiving Party shall have the burden of proving;

     B.   is, or, through no act or failure to act of the Receiving Party,
          becomes publicly known;

     C.   is received by the Receiving Party from a third party without
          restriction on disclosure;

     D.   is independently developed by the Receiving Party without reference to
          the Confidential Information of the Disclosing Party, which
          independent development the Receiving Party will have the burden of
          proving;

     E.   is approved for release by written authorization of the Disclosing
          Party; or

     F.   is required to be disclosed by a government agency to further the
          objectives of this Agreement or by a proper order of a court of
          competent jurisdiction; provided, however, that the Receiving Party
          will use its reasonable efforts to minimize such disclosure and will
          consult with and assist the Disclosing Party in obtaining a protective
          order prior to such disclosure.

     13.3 Violations. Each Party acknowledges and agrees that any breach of this
     Section 13 (Confidential Information) by a Party's unauthorized use or
     disclosure of the Disclosing Party's Confidential Information would cause
     irreparable injury to the other Party for which monetary damages are not an
     adequate remedy. Accordingly, in addition to other available remedies, the
     non-breaching Party will be entitled to obtain appropriate injunctive
     relief and other equitable remedies in the event of such breach.

     13.4 Press Releases. The Parties agree to cooperate in the development of
     joint press releases, if any. Press releases describing the Parties'
     strategic relationships will not be made without the mutual written consent
     of each Party, which will not unreasonably be withheld or delayed. Without
     the written permission of TeleMedium, CP will not discuss any specifics of
     this Agreement or the Private Label Channel Partner Program with providers
     of services that compete with the Services, except to disclose to such
     Persons that exclusivity provisions in this Agreement prohibit its
     discussion of or entering into agreements for offerings of competing
     services. These provisions will not apply to disclosures that CP is
     required to make to the Securities Exchange Commission, to shareholders, to
     the general public or to other individuals or entities as required by
     applicable law.

14. RESTRICTIONS ON ACCESS

     14.1 Abuse and Fraudulent Use. Access to the TeleMedium System and the
     Services is furnished subject to the condition that there will be no abuse
     or fraudulent use of the TeleMedium System or the Services by the CP or the
     Users. CP shall not abuse or fraudulently use the TeleMedium System or the
     Services and shall use reasonable business efforts to control and prevent
     abuse or fraudulent use of the TeleMedium System and the Services by Users.
     Abuse and fraudulent use of the TeleMedium System includes, but is not
     limited to:


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     A.   Attempting or assisting another Person

              (1) to access, alter or interfere with the communications and/or
              information of a User by rearranging, tampering or making an
              unauthorized connection with any Facilities of TeleMedium or

              (2) to use any scheme, false representation or false credit
              device, with the intent to avoid payment for, in whole or in part,
              the Services;

     B.   Using the TeleMedium System in such a manner so as to interfere
          unreasonably with the use of the TeleMedium System by Users;

     C.   Using the TeleMedium System or Services to transmit or receive any
          communication or material of any kind that

              (1) would constitute a criminal offense, give rise to a civil
              liability, or otherwise violate any applicable local, state,
              national or international law or

              (2) encourage conduct that would constitute a criminal offense,
              give rise to a civil liability, or otherwise violate any
              applicable local, state, national or international law;

     D.   Using the TeleMedium System or Services to convey information that is
          deemed to be, in the reasonable business judgment of TeleMedium,
          obscene, salacious or prurient, or to convey information of an
          unlawful nature or in an unlawful manner;

     E.   Tampering with the Equipment, including but not limited to, changing
          the electronic serial number or equipment identifier of the Equipment,
          or performing a factory reset of the Equipment without the express
          permission of TeleMedium; or

     F.   Any use of the TeleMedium System or Services that is

              (1) illegal,

              (2) dangerous to/and or could cause damage to any part of the
              TeleMedium System or other communication systems;

              (3) involves unauthorized access to the TeleMedium System; or

              (4) is contrary to the terms of use outlined in this Agreement.

     14.2 Account Cancellation. TeleMedium may cancel the right to use the
     TeleMedium System and the Services of any User determined by TeleMedium in
     its sole discretion to be abusing or fraudulently using the TeleMedium
     System.

     14.3 Notification. CP shall notify TeleMedium as soon as possible of any
     fraudulent, abusive or unauthorized use of the TeleMedium System or the
     Services and shall immediately take such action as TeleMedium may
     reasonably request to stop such improper usage.

     14.4 Compensation. CP acknowledges that in the event of any breach
     specified in this section, the harm suffered by TeleMedium may not be
     adequately compensated by monetary damages and there would be no adequate
     remedy at law for CP's breach and, accordingly, TeleMedium shall be
     entitled to seek a court injunction in addition to any other remedies
     available at law or in equity specifically enforcing TeleMedium's right to
     prevent CP from accessing the TeleMedium Service and the TeleMedium System
     to prevent such breach from continuing.


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15. DEFAULT
The following events shall constitute events of default (each, an "Event of
Default") under this Agreement:

     A.   Non-Payment. In the event CP does not remit payment for Undisputed
          Charges (defined as all charges invoiced to CP except for any
          specified amounts which CP disputes in good faith, with reference to
          specific provisions of this Agreement, and with supporting factual
          documentation) by the second to the last business day of the calendar
          month, TeleMedium may, in its sole discretion, elect to immediately
          terminate agreement. The CP automatically assigns any and all
          ownership of Users accounts and User information to TeleMedium.
          Furthermore, CP agrees not to have any contact with customer regarding
          VoIP services at ANY time in the future.

     B.   CP shall fail to observe or perform any of its covenants or agreements
          contained in Section 7 and such failure shall remain uncured for a
          period of twenty (20) days after receipt by CP of written notice from
          TeleMedium specifying the nature of such failure.

     C.   CP shall abuse or fraudulently use the TeleMedium System in violation
          of Section 14 and such failure shall remain uncured for a period of
          fifteen (15) days after receipt by CP of written notice from
          TeleMedium specifying the nature of such abuse or fraudulent use.

     D.   A Party shall fail to observe or perform any of its covenants or
          agreements contained in this Agreement (other than as specified in
          Section 15 B or C) or in any other agreement or document executed
          pursuant hereto and such failure remains uncured for a period of
          thirty (30) days after receipt by the breaching Party of written
          notice of such failure;

     E.   Any representation or warranty of CP contained in this Agreement shall
          prove to be false or misleading in any material respect;

     F.   (1) A Party shall

             (a)  make an assignment for the benefit of creditors,

             (b)  file a petition in bankruptcy,

             (c)  be adjudicated insolvent or bankrupt,

             (d)  petition or apply to any tribunal for any receiver or for any
               trustee for it under any reorganization, arrangement,
               readjustment of debt, dissolution or liquidation law or statute
               or

          (2)  a Party shall have commenced against it any such proceeding or an
               order for relief shall be entered that remains undismissed for a
               period of sixty (60) days, such Party by any act indicates its
               consent to, approval of, or acquiescence in, any such proceeding,
               order for relief or the appointment of any receiver of or any
               trustee for it or suffers any such receivership or trusteeship to
               continue undischarged for a period of sixty (60) days;

         G. CP ceases to carry on its business as an ISP or broadband provider
         or as promoter or marketer of the Services; H. A Party fails to
         maintain necessary government and/or regulatory approvals and licenses
         required for it to perform under this Agreement.



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16. TERMINATION
     16.1 Default.Upon the occurrence of an Event of Default, the Party not in
     default shall have the right to terminate this Agreement at the end of the
     applicable cure period if the Event of the Default has not been cured,
     provided that the covenants, agreements and obligations specified in
     Sections [4, 9, 13, 16, 17, 18 and 20.4 and 20.5] shall survive the
     termination of this Agreement as specified herein. The termination or
     expiration of this Agreement will in no way limit any obligation or
     liability, subject to Section 17, of either Party based on or arising from
     a breach or default by such Party occurring prior to the date of
     termination or expiration.

     16.2 User Accounts. Upon the expiration or termination of this Agreement,
     TeleMedium shall be entitled to contact any and all Users for the purpose
     of advising the Users as to how the Users may continue to subscribe to the
     Services and maintain access to the TeleMedium System. In such event, CP
     shall reasonably cooperate with TeleMedium to enable all Users to continue
     to have continued use of the Services and access to the TeleMedium System
     with minimal disruption, provided that TeleMedium shall be under no
     obligation to ensure that any such User is able to continue to have access
     to the TeleMedium System.

     16.3 Identification. In the event TeleMedium terminates this Agreement
     pursuant to Section 16.1, without incurring any liability to the CP,
     TeleMedium may cease to use the Private Label Name in continuing to provide
     the Services to Users.

     16.4 Rights and Remedies. Subject to Section 17, termination of this
     Agreement by a Party in accordance with the terms hereof shall be without
     prejudice to any other rights or remedies such Party shall have by law.

     16.5 Previous Orders. Upon the giving or receiving of any notice of
     termination, TeleMedium shall be entitled to, without liability, cancel any
     previously accepted orders for Services and Equipment that have not yet
     been connected.


     16.5 Property. Upon termination,

     A.   CP shall

              (1) return promptly all TeleMedium property, including TeleMedium
              Confidential Information, manuals and return, or at the request of
              TeleMedium, destroy, all stationery, advertising matter and other
              promotional materials in its possession containing or bearing any
              trade mark or trade name of TeleMedium;

              (2) immediately thereafter refrain from representing itself as
              offering the Services; and

     B.   CP and TeleMedium shall cooperate with each other to remove the
          Website and the Interface on CP's website.


17. WARRANTIES, DISCLAIMER AND LIMITATION OF LIABILITY

     17.1 Warranties. CP acknowledges that it has chosen TeleMedium to supply
     the Services under the terms stated in this Agreement and agrees that
     TeleMedium has made and makes no representations or warranties of any kind
     or nature, directly or indirectly, express or implied, as to the manner in
     which they are used whatsoever by CP or Users, including their suitability
     in applications provided by CP and the resulting quality of the Services or
     the resulting durability and operability of the Equipment. As such, CP
     accepts the Services and Equipment as specified by TeleMedium.

     17.2 Liability. As TeleMedium disclaims any warranty of fitness for purpose
     whether arising by operation of law or otherwise, TeleMedium shall not be
     liable to CP, the Users or others for any loss, damage or expense of any
     kind or nature caused directly or indirectly by the Services or Equipment
     arising from the suitability for, or the manner in, which they are used.

     17.3 Equipment. CP acknowledges that Equipment supplied by TeleMedium under
     this Agreement have been manufactured by third party manufacturers and that
     no representation or claim as to the Equipment operation or suitability for
     use or any other matter made by any manufacturer of the Equipment shall be
     binding on TeleMedium.


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     17.4 Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY
     APPLICABLE LAW, NEITHER TELEMEDIUM NOR ANY OF ITS AFFILIATES, MAKES, HAS
     MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES,
     WHETHER EXPRESS, IMPLIED, OR STATUTORY, OF THE EQUIPMENT OR THE SERVICES OR
     TELEMEDIUM SYSTEM AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY,
     COMPLETENESS OR FITNESS FOR ANY PURPOSE OR AS TO ANY OTHER MATTER,
     WHATSOEVER WITH RESPECT TO THE EQUIPMENT, TELEMEDIUM SYSTEM OR THE
     TELEMEDIUM SERVICES, INCLUDING, BUT NOT LIMITED TO: (A) ANY WARRANTY OF
     MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED
     WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF
     TRADE; (C) ANY WARRANTIES AS TO THE ACCURACY, AVAILABILITY OR CONTENT OF
     THE TELEMEDIUM SYSTEM OR TELEMEDIUM SERVICES; AND (D) ANY WARRANTY UNDER
     ANY THEORY OF LAW, INCLUDING ANY TORT, NEGLIGENCE, STRICT LIABILITY,
     CONTRACT OR OTHER LEGAL OR EQUITABLE THEORY. TO THE FULLEST EXTENT
     PERMITTED BY APPLICABLE LAW, TELEMEDIUM AND ITS AFFILIATES EXPRESSLY
     DISCLAIM WITH RESPECT TO CP, AND CP HEREBY EXPRESSLY WAIVES, RELEASES AND
     RENOUNCES ALL WARRANTIES OF TELEMEDIUM AND ITS AFFILIATES RELATING TO THE
     EQUIPMENT, TELEMEDIUM SYSTEM OR THE SERVICES ARISING BY LAW OR OTHERWISE,
     WITH RESPECT TO, INCLUDING, BUT NOT LIMITED TO: (A) ANY WARRANTY OF
     MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED
     WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF
     TRADE; (C) ANY WARRANTIES AS TO THE ACCURACY, AVAILABILITY OR CONTENT OF
     THE TELEMEDIUM SYSTEM OR THE SERVICES; AND (D) ANY WARRANTY UNDER ANY
     THEORY OF LAW, INCLUDING ANY TORT, NEGLIGENCE, STRICT LIABILITY, CONTRACT
     OR OTHER LEGAL OR EQUITABLE THEORY. NO REPRESENTATION OR OTHER AFFIRMATION
     OF FACT, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING CAPACITY OR
     SUITABILITY FOR USE, THAT IS NOT CONTAINED IN THIS AGREEMENT SHALL BE
     DEEMED TO BE A WARRANTY BY TELEMEDIUM.

     17.5 Service Interruption. In addition to the foregoing, TeleMedium does
     not warrant that the Services will be without service failure, delay,
     interruption, error, degradation of voice quality or loss of content, data
     or information.

     17.6 Limitation of Liability.

     A.   CP acknowledges that TeleMedium shall supply the Services that are the
          subject of this Agreement on a commercially reasonable efforts basis
          and that service failures and interruptions may occur and are
          difficult to assess as to cause or resulting damages. CP further
          acknowledges and understands that the Services do not function in the
          event of power failure, a service outage by the broadband provider and
          power or service disruptions or failures will also prevent dialing to
          emergency service numbers.

     B.   The Parties agree that TeleMedium and its Affiliates shall not be
          liable to CP for any reason whatsoever, whether in contract or in tort
          or under any other theory of law, for any losses or damages arising
          out of any failure of performance, error, omission, interruption,
          deletion, defect, delay in operation or transmission, communications
          line failure, act or omission of any service provider, theft or
          destruction or unauthorized access to, alteration of, or use of
          records, associated with the TeleMedium System or the Services, except
          in the event of an uncured material breach of contract, tortuous
          behavior, or gross negligence by TeleMedium.


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     C.   Neither TeleMedium nor any of its Affiliates shall be liable for any
          act or omission of CP or any other Person furnishing equipment,
          products or services to CP or its Agents, Subagents or Users, nor
          shall TeleMedium or any of its Affiliates be liable, for any reason
          whatsoever, whether in contract or in tort or under any other theory
          of law, for any defects, damages or losses due to the fault or
          negligence of CP or its Agents, Subagents or Users or the failure of
          such equipment, products or services or resulting from the
          unauthorized modification or misuse of the Equipment or operation of
          the Equipment outside the specifications for the Equipment. CP shall
          indemnify, defend and hold harmless TeleMedium and its Affiliates, and
          their respective officers, directors, employees and agents from and
          against any and all claims, losses, damages, fines, penalties,
          liabilities, costs and expenses (including, without limitation,
          reasonable attorneys fees) by, or on behalf of, User or any third
          party or user of the Services, relating to arising from or relating to
          the services rendered by CP in connection with the Services,
          including, without limitation, in its capacity as a broadband
          provider, the fault or negligence of CP and the failure of equipment,
          products or services furnished by CP or any other Person acting under
          the direction or at the request of CP. In addition, CP shall indemnify
          TeleMedium against any and all costs, legal fees and expenses incurred
          by TeleMedium in enforcing the provisions of this clause.

     D.   NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT
          SHALL EITHER PARTY, ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
          AFFILIATES, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL,
          PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER
          DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR
          PROFITS, OR ARISING OUT OF OR IN ON CONNECTION WITH THE PERFORMANCE,
          NON-PERFORMANCE, POOR PERFORMANCE OF OR USE OR INABILITY TO USE THE
          SERVICE, INCLUDING INABILITY TO DIAL 911 OR ACCESS EMERGENCY PERSONNEL
          THROUGH THE SERVICE. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS
          FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCTS LIABILITY,
          TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR
          NOT TELEMEDIUM WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE
          OF DAMAGES.


18. DISPUTE RESOLUTION
In the first instance, the Parties shall attempt to settle any controversy,
dispute or claim arising out of or relating to this Agreement, or the breach
hereof, through discussions between the management of TeleMedium and CP, for a
period of 30 days. In the event such dispute is not resolved by the management
of TeleMedium and CP within such time period, the Parties shall resolve any such
dispute or claim in accordance with the laws of the State of Texas, excluding
that body of law known as conflicts of law. The parties hereby submit themselves
to the jurisdiction of the courts of that State, and exclusive venue shall lie
in Collin County, Texas. This Agreement shall be effective as of the date first
written above and shall continue in full force and effect indefinitely in
accordance with its express terms, except that a court may construe this
Agreement to be limited in scope or duration to the extent necessary to render
it enforceable.



19. TAXES
The prices set forth herein are exclusive of all federal, state, municipal,
local or other governmental sales, use, excise, value-added, personal property,
public utility or other taxes, fees or charges ("Taxes"). CP understands that
the Users shall be responsible for the payment of any applicable Taxes,
including but not limited to sales, use, gross receipts, and excise taxes,
whether now in force or enacted in the future, that arise from or as a result of
User's subscription or use or payment for the Service or Equipment.


20. MISCELLANEOUS
     20.1 Notices. All notices and other communications hereunder shall be in
     writing and shall be deemed given upon receipt if delivered personally or
     by facsimile (answer back received), one (1) business day after being sent
     by express or courier mail or reputable nationwide overnight courier, or
     three (3) business days after being sent by registered or certified US
     mail, return receipt requested, postage prepaid, to the Parties at the
     following addresses (or such other address for a Party as shall be
     specified by like notice, provided that such notice shall be effective only
     upon receipt thereof).


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     20.2 Force Majeure. Neither Party shall be liable for any failure of
     performance hereunder due to causes beyond its reasonable control,
     including but not limited to acts of God, fire, explosion, vandalism, cable
     cut, storm or other similar occurrences; any law, order, regulation,
     direction, action or request of the United States government, or of any
     other government, including state and local governments having jurisdiction
     over either of the Parties, or of any department, agency, commission,
     court, bureau, corporation or other instrumentality of any one or more of
     said governments, or of any civil or military authority; national
     emergencies; insurrections; riots; wars; a failure to TeleMedium's
     anticipated supplies or raw materials; or strikes, lock-outs, work
     stoppages or other labor difficulties.

     20.3 Binding Effect / Assignment. This Agreement shall be binding upon the
     Parties and their permitted successors and assigns. Neither this Agreement
     nor any interests or obligations hereunder shall be assigned or transferred
     (by operation of law or otherwise) to any Person without the prior written
     consent of the other Party, not to be unreasonable withheld; provided that
     TeleMedium may assign this Agreement without the prior consent of CP to an
     Affiliate or any Person acquiring all or substantially all of the assets of
     TeleMedium whether by purchase, merger, acquisition of shares, or any other
     means and provided further that the CP may assign this Agreement without
     the prior consent of TeleMedium in the event that all or substantially all
     of the assets of the CP are acquired by a Noncompeting Person, whether by
     purchase, merger, acquisition of shares, or by other means. For the purpose
     of the second provision of this section 20.3, the term "Noncompeting
     Person" shall mean any Person that is not a direct competitor of TeleMedium
     with respect to the Services or the TeleMedium System as of the date of
     such assignment.

     20.4 Entire Agreement. This Agreement and all attachments (which are hereby
     made part of this Agreement) contain the entire understanding between CP
     and TeleMedium and supersede all prior written and oral understandings
     relating to the subject hereof. No representations, agreements,
     modifications or understandings not contained herein shall be valid or
     effective unless agreed to in writing and signed by both Parties. Any
     modification or amendment of this Agreement must be in writing and signed
     by duly authorized representatives of both Parties.

     20.5 Governing Law. The construction, interpretation and performance of
     this Agreement, as well as the legal relations of the Parties arising
     hereunder, shall be governed by and construed in accordance with the laws
     of the State of Texas, without giving effect to its conflict or choice of
     law provisions. Neither Party may bring any action for a claim under this
     Agreement later than one (1) year after the termination of this Agreement;
     provided that claims under any provision of this Agreement that survive
     termination of this Agreement may be brought within one (1) year of the
     later of the occurrence of the event giving rise to the claim and actual
     knowledge thereof by the Party asserting such claim.

     20.6 Waiver. It is understood and agreed that no failure or delay by either
     TeleMedium or CP in exercising any right, power or privilege hereunder
     shall operate as a waiver thereof, nor shall any single or partial exercise
     thereof preclude any other or further exercise thereof, or the exercise of
     any other right, power or privilege hereunder. No waiver of any terms or
     conditions of this Agreement shall be deemed to be a waiver of any
     subsequent breach of any term or condition. All waivers must be in writing
     and signed by the Party sought to be bound.

     20.7 Severability. If any part of this Agreement shall be held invalid or
     unenforceable, such determination shall not affect the validity or
     enforceability of any remaining portion, which shall remain in force and
     effect as if this Agreement had been executed with the invalid or
     unenforceable portion thereof eliminated.

     20.8 Headings. Headings in this Agreement are included for convenience of
     reference only and shall not constitute a part of this Agreement for any
     other purpose.



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     20.9 Costs and Expenses. Except as otherwise specifically provided herein,
     each Party shall bear all costs and expenses incurred in the performance by
     it of its obligations hereunder.

     20.10 Other CPs. CP acknowledges and agrees that its appointment hereunder
     with respect to the Services is non-exclusive. TeleMedium reserves the
     right to enter into the same or similar Private Label Channel Partner
     Program arrangements with other parties, and CP acknowledges and agrees
     that TeleMedium may market and sell the Services and Equipment and similar
     or comparable services and equipment through other such resellers,
     distributors and participants and directly to Users for its own account and
     that Users may wish to obtain TeleMedium services directly from TeleMedium
     or through other such Persons, in each case without thereby incurring any
     obligation to CP of any type or nature. Nothing in this Agreement shall
     entitle CP to any priority of supply in relation to the VOIP Services as
     against TeleMedium's other resellers, distributors or participants in the
     Private Label Channel Partner Program or TeleMedium's customers or to any
     right or remedy against TeleMedium on grounds that the Services or similar
     or comparable services are provided by any other Person including
     TeleMedium.

     20.11 Independent Parties. Each Party is an independent contractor. Neither
     Party is an employee, agent, joint venturer, or partner of the other.
     Except as provided in this Agreement, neither Party shall have the right,
     power or authority to act or to create any obligation, express or implied,
     on behalf of the other Party. No provision of this Agreement shall be
     construed as vesting in CP any control over or interest in the Facilities
     or operations of TeleMedium or the TeleMedium System. CP shall not
     represent itself as an agent of TeleMedium for any purpose nor pledge
     TeleMedium's credit or give any condition or warranty or make any
     representation on TeleMedium's behalf or commit TeleMedium to any
     contracts. Further CP shall not without TeleMedium's prior written consent
     make any promises or guarantees with reference to the Services beyond those
     contained in any promotional material supplied by TeleMedium or otherwise
     incur any liability on behalf of TeleMedium. This Agreement and/or the
     provision of service by TeleMedium does not establish any joint
     undertaking, joint venture or partnership between TeleMedium and CP.
     20.12 Tariffs. In the event that any the Services or the charges made
     therefore are currently subject, or at any time become subject to any
     federal, state or local regulation or tariff, then the terms and conditions
     of this Agreement, including the prices set forth in both the Pricing
     Schedule, shall be deemed amended to conform to any conflicting terms and
     conditions in effect under such regulation or tariff. TeleMedium shall
     notify CP within five (5) business days of the applicability and effective
     date of any such tariff. All non-conflicting terms and conditions of this
     Agreement shall remain valid and in full force and effect.










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By signing below CP agrees to all terms and conditions set forth in all pages of
the Agreement.






IVI Communications, Inc.                            TeleMedium Corporation
By:                                                 By:

Name:                                               Name:

Date:                                               Date:

SSN or D/L Number:
----


-------------------------------------------------------------------------------
Date:         Date:
-------------------------------------------------------------------------------

Number of Existing Broadband Customers: _____________________
Target Markets:
Total number of expected customers in Target Markets: ___________________ Main
Product Focus (circle one): TeleMedium TELEMEDIUM PRIVATE LABEL CHANNEL PARTNER
PROGRAM AGREEMENT







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EXHIBIT A

TeleMedium Voice Plans
Consumer Unlimited - $12.99/month
Small Business Unlimited - $42.99/month
Minutes over 600 minute aggregate limit will be billed at the rate of $.03 cents
per minute.

Additional Plan Features
Other features and services will be available for purchase to add to the main
plans above. These features and services will be listed on the TeleMedium
website with pricing as they become available. International rates which consist
of calls outside the United States and Canada are not covered under standard
long distance. Current rates for international calling are available on the
TeleMedium website.

Additional Fees
Activation Fee for TeleMediumVoice lines - $19.99
Regulatory Recovery Fee - $1.50 per phone number
Federal Excise Tax - 3% of Total Bill minus shipping and regulatory recovery fee
Shipping - $10 per device




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EXHIBIT B
Services:
Residential VOIP
Small Business VOIP
E911
Call Center Support
OSS

Equipment:
ATA (analog telephone adapter) $49.95
$10.00 3 day shipping
$22.00 overnight shipping









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EXHIBIT C
USA Rate Centers










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EXHIBIT D

CUSTOMER SERVICE PROCEDURES

In the event that User requires customer service that is outside the scope of
services provided by TeleMedium in support of

TeleMedium's product offering, TeleMedium will refer User to the following:

Telephone:

Website:

Email:

Address:

Main Contact:



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