EXHIBIT 10.5










                                    EFFECTNET


                             UNIFIED COMMUNICATIONS
                                    SERVICES
                                GENERAL AGREEMENT
                         FOR TELQUEST TECHNOLOGIES INC.
















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                UNIFIED COMMUNICATIONS SERVICES GENERAL AGREEMENT



          This Unified Communications General Agreement ("Agreement") is entered
into as of the 7th day of November 2000, ("Effective Date") by and between
EffectNet LLC, a Nevada Limited Liability Company ("EffectNet") and telQuest
Technologies Inc., organized under the laws of British Columbia, Canada, with a
business address at 1166 Alberni St, Suite 201 Vancouver, BC, Canada, V6E3Z3
("telQuest Technologies Inc.") (collectively "Parties" or individually a
"Party").

          WHEREAS, telQuest Technologies Inc. is a voice convergents company.

          WHEREAS, EffectNet is a unified communications application service
provider that offers private label Internet and telecommunications products and
services, including unified communications and other value-added services,
in-house customer services, billing and technical support (the "EffectNet
Services").

          WHEREAS, EffectNet desires to provide telQuest with a customized
telQuest.-branded wholesale communications service ("Private Label") for sale by
telQuest (the services collectively hereinafter described as "telQuest UC
Services" or "UC Services"); and

          WHEREAS, EffectNet and telQuest recognize that the telQuest UC Service
they jointly work to, market and manage is a highly innovative service requiring
Parties to closely work together to meet telQuest Customer needs, implement and
ensure the commercial viability of the telQuest UC Services; and,

          NOW THEREFORE, in consideration of the premises and mutual agreements
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which the Parties acknowledge, the Parties agree as
follows:

     1.   GENERAL PROVISIONS.

          1.1 Both Parties agree that EffectNet shall offer telQuest UC Services
     for telQuest as described in this Agreement. telQuest will market the UC
     Services to telQuest customers and end-users. For purposes of this
     Agreement, the term "customers" shall include, but not be limited to
     wholesale and retail customers of telQuest UC Services.

          1.2 EffectNet may make changes to the EffectNet Services from time to
     time in order to improve, modify or extend the EffectNet Services
     ("EffectNet Changes"), but in no event shall such changes materially
     decrease the quality of the EffectNet Services provided to telQuest.
     EffectNet will use commercially reasonable efforts to provide telQuest with
     notice ninety (90) days in advance of the commercial release date of such
     changes. In the event that said improvements or modifications require a
     change in pricing, both parties agree to use best efforts to renegotiate
     pricing in a timely manner.

          1.3 The Parties shall use their best efforts to accomplish the initial
     launch of the telQuest UC Services ("Initial Launch Date") by January 1st ,
     2000.

          1.4 Each Party shall promptly notify the other in writing of any
     event, which might result in such Party's inability to continue to meet its
     obligations under this Agreement. Such even shall specifically include, but
     not be limited to, a materially adverse change in a Party's financial
     situation.


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     2.   OBLIGATIONS OF THE PARTIES.

          2.1 Product Coordinator: EffectNet and telQuest will each designate
     their own Product Coordinator to coordinate the process described below.

              2.1.1 The designated Product Coordinators will be the principal
          points of contact between the parties on product issues (the "Product
          Advisory Process"). Each party may rely on the authority and technical
          competence of the other Party's Product Coordinator to represent its
          respective company in connection with the priorities, needs and
          progress of their company's product issues.

              2.1.2 The Product Advisory Process will include in-person/
          telephonic/electronic communication between representatives, which
          should be ongoing, or occur not less than once a month.

              2.1.3 The EffectNet Product Coordinator will be solely responsible
          for all final decisions for EffectNet Services.

          2.2 EffectNet Materials. EffectNet will provide telQuest with regular
     access to and copies of the following:

              2.2.1 Plans for current and future enhancements to the EffectNet
          services which by their nature apply to the telQuest Services; and

              2.2.2 Functional descriptions, development plans, schedules and
          periodic status for enhancements to the EffectNet Services under
          development, as soon as such materials exist.

          2.3 Product Development. telQuest and EffectNet agree that the
     EffectNet Services provided to telQuest will [Omitted Confidential Portion
     - Omitted portion has been filed separately with the SEC with request for
     confidential treatment of the omitted portion pursuant to the Freedom of
     Information Act and SEC rule 24b-2]; provided, however, that EffectNet
     shall have no obligation to support telQuest modification not previously
     agreed to by EffectNet. telQuest customers will need ample time to
     integrate new versions into daily use.

              2.3.1 telQuest will implement new versions within 30 days with
          call avoidance measures built into the process, including but not
          limited to adequate customer notification of new features, benefits
          and the availability of training timed to coincide with the release of
          any new versions.

              2.3.2 EffectNet will use commercially reasonable efforts to
          provide telQuest with at least ninety (90) days advance notice of an
          expected new release or version of EffectNet Services.

     2.4 Forecasts. telQuest shall provide EffectNet with forecasts for expected
     mailbox activations, at minimum of sixty (60) day intervals. telQuest will
     also provide EffectNet with quarterly and annual forecasts of expected
     mailbox activations, with the availability of platform capacity to be
     provided by EffectNet to telQuest conditioned on the platform capacity
     demand not exceeding the forecasts provided by telQuest for any period
     addressed by such respective forecast. With respect to timely provided
     sixty (60) day forecasts only, EffectNet will use reasonable efforts to
     meet telQuest's forecast demand. However, EffectNet reserves the right to
     request additional guarantees from telQuest when the forecasts provided by
     telQuest require significant or unusual capital and cost




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     by EffectNet. telQuest is to provide the first such forecasts to EffectNet
     prior to this General Agreement coming into effect. For purposes of this
     section EffectNet must allocate constrained capacity to telQuest on terms
     at least as favorable as offered to other customers of EffectNet. In the
     event that EffectNet declines orders because of capacity constraints, then
     EffectNet shall notify telQuest and the Parties shall use commercially
     reasonable efforts to develop a solution that will provide telQuest with a
     method of ensuring that the needs of telQuest's existing and potential end
     users are met while ensuring that EffectNet is permitted to increase
     capacity in an orderly fashion.

          2.5 Billing Cycle. On an every 30-day basis EffectNet will invoice
     telQuest for account fees for each account active during the previous
     month. telQuest will be charged a daily pro rated amount for start-up and
     terminated accounts.

          2.6 Payment. telQuest will pay EffectNet in then available U.S. funds
     on a net [Omitted Confidential Portion - Omitted portion has been filed
     separately with the SEC with request for confidential treatment of the
     omitted portion pursuant to the Freedom of Information Act and SEC rule
     24b-2] basis. EffectNet may attach penalties for late payment.

          2.7 Call Detail Records for Billing. Each day, EffectNet will provide
     to telQuest Calling Detail Records ("CDR") on a timely basis, in a mutually
     agreed-upon electronic format.

          2.8 Billings and Collections. telQuest shall be responsible, at its
     sole expense, for all invoicing and collections with its customers,
     end-users, agents, subagents or resellers. EffectNet will not be
     responsible for any collections or bad debt by telQuest's customers,
     end-users, agents, subagents or resellers.

          2.9 Fraud. telQuest will be solely responsible for fraudulent misuse
     of (a) United States and Canadian UC Services due to credit fraud,
     fraudulently established accounts, stolen accounts, and (b) all other
     accounts provided to any customers located outside the United States and
     Canada, regardless of the method of fraud. EffectNet shall notify telQuest
     of fraud as soon as practicable, upon EffectNet's becoming aware of such
     fraud. EffectNet will use commercially reasonable efforts to cooperate with
     telQuest to arrive at fraud control means and measures.

          2.10 Customer Service Call Center and Technical Support. EffectNet
     shall maintain a customer service call center for its telQuest customers
     and end-users, as appropriate. This call center will be responsible for all
     customer support.

               2.10.1 Call items outside the scope of EffectNet support services
          are: non-EffectNet related software problems, call forwarding issues,
          non-EffectNet related product inquiries, as well as non-EffectNet
          related billing issues e.g. credit card problems.

          2.11 Customer Fulfillment Process. telQuest, when taking orders for
     new customers or end users, or taking orders to modify or update a
     customer's order, will use the EffectNet Customer Fulfillment Process or
     compatible process to gather the information required and to provide the
     customer information to EffectNet. telQuest is responsible for providing to
     EffectNet such new mailbox account information reasonably required by
     EffectNet in order to activate a new mailbox. EffectNet shall provide
     documentation and training, in accordance with the training provision of
     this Agreement, to telQuest on the EffectNet Customer Fulfillment Process.


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          2.13 [Omitted Confidential Portion - Omitted portion has been filed
     separately with the SEC with request for confidential treatment of the
     omitted portion pursuant to the Freedom of Information Act and SEC rule
     24b-2]

     3.   MARKETING AND BRANDING.

          3.1 Web Presence. [Omitted Confidential Portion - Omitted portion has
     been filed separately with the SEC with request for confidential treatment
     of the omitted portion pursuant to the Freedom of Information Act and SEC
     rule 24b-2]

          3.2 Use of Trademarks, Service Marks and Trade names. The Parties
     agree not to display or use any of the trade names, service marks, brands
     or trademarks of the other Party, and shall not permit the same to be
     displayed or used by third parties, other than in connection with the sale,
     distribution or promotion of the brand(s) used for the telQuest UC Services
     covered by this Agreement and subject to the prior written approval of the
     other or a third Party owning such trademark, service mark or trade name
     (except where such approval between the Parties is contained in this
     Agreement). In the absence of specific prior written consent from the other
     Party, a Party shall not use any part of any of the other Party's trade
     names, service marks, brands or trademarks as part of its own name, service
     marks or trademarks or in any other manner not so approved by the other
     Party. It is expressly understood by both Parties that trade names, service
     marks and trademarks of the other party are proprietary and that nothing in
     this Agreement constitutes the grant of a general license to use said trade
     names, service marks and trademarks. Upon termination of this Agreement,
     any and all rights or privileges of a Party to use the other Party's trade
     names, service marks, brands or trademarks shall expire, and each Party
     shall discontinue the use of the other Party's trade names, service marks,
     brands. The provisions of this section shall also apply to third party
     branding incidental to this Agreement.

          3.3 Business Conduct. In conformity with this Agreement, neither party
     shall make any representation with respect to the other party that is
     inconsistent with the terms and conditions of this Agreement.

          3.4 telQuest Marketing Expenses. [Omitted Confidential Portion -
     Omitted portion has been filed separately with the SEC with request for
     confidential treatment of the omitted portion pursuant to the Freedom of
     Information Act and SEC rule 24b-2]

     4.   CHARGES AND BILLING STATEMENTS.

          4.1 Traffic- or usage-sensitive rates shall be computed [Omitted
     Confidential Portion - Omitted portion has been filed separately with the
     SEC with request for confidential treatment of the omitted portion pursuant
     to the Freedom of Information Act and SEC rule 24b-2]

          4.2 telQuest shall be responsible for all applicable taxes, including
     but not limited to sales or valued-added taxes, utility or excise taxes,
     fees and/or surcharges that are imposed by federal, state, or local
     governments on the telQuest UC Services or business generated by telQuest
     through the sale of telQuest UC Services as a result of long distance or
     services bundled within the telQuest UC Services. telQuest shall pay or
     reimburse EffectNet for all taxes collected or imposed on these services
     provided by EffectNet. The Prices quotes in the following sections are
     exclusive of any and all taxes. Excluded from this responsibility are taxes
     from EffectNet net income. EffectNet shall comply with all federal and
     state regulations with respect to employee withholding taxes.

          4.3 Pricing. Pricing shall be as indicated by Appendix "P" attached
     hereto.


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          4.4 Seven (7) working days post the close of the month, EffectNet
     shall provide to telQuest a settlement statement ("Settlement Statement")
     providing a summary of charges for the previous month's billing cycle in an
     industry standard format. The settlement statement, unless specified
     elsewhere in this Agreement, shall contain the following:

              4.4.1 A listing of monthly recurring charges for the current or
          prior month's billing cycle.

              4.4.2 For calls or traffic originated by telQuest or any
          customers, agents, sub-agents and/or end-users during the previous
          month, the individual call detail and the aggregate usage charge
          payable broken down by termination location.

              4.4.3 For calls or traffic terminated by telQuest or any
          customers, agents, sub-agents and/or end-users during the previous
          month, the individual call detail and the aggregate usage charge
          payable broken down by termination location.

              4.4.4 Any taxes, fees and/or charges that are imposed by federal,
          state, and/or local governments.

              4.4.5 The net amount payable by telQuest to EffectNet or payable
          to telQuest by EffectNet.

              4.4.6 When applicable, any mutually negotiated additional fees.

          4.5 Payment of the Settlement Statement shall be made [Omitted
     Confidential Portion - Omitted portion has been filed separately with the
     SEC with request for confidential treatment of the omitted portion pursuant
     to the Freedom of Information Act and SEC rule 24b-2] after the Settlement
     Statement and invoice were sent (the "Due Date"). Payments to EffectNet
     shall be in United States dollars and are to be made via wire transfer for
     credit to an account of EffectNet to be determined by EffectNet and
     provided to telQuest within three (3) days of the date of execution of this
     Agreement by the later signing party. If payment is not received by the Due
     Date, a late fee of the lesser of (a) one and one-half (1 1/2) percent per
     month or (b) the maximum percentage permitted by law shall be assessed on
     the delinquent balance of undisputed usage not paid by the Due Date.

              4.5.1 Deposit. [Omitted Confidential Portion - Omitted portion has
          been filed separately with the SEC with request for confidential
          treatment of the omitted portion pursuant to the Freedom of
          Information Act and SEC rule 24b-2]

              4.5.2 In the event that payment is received late for two (2)
          consecutive months, telQuest shall furnish to EffectNet a deposit
          ("Late Payment Deposit") equal to one half (1/2) of the previous
          month's billing. The Late Payment Deposit shall provide for security
          and will be made within five (5) days of request the EffectNet.
          telQuest's failure to make deposit of any additional funds called for
          in this paragraph within the timeframe specified, or to pay the
          required shortfall within five (5) days after the issuance of a
          statement of shortfall, shall be deemed a breach of this Agreement.
          EffectNet will retain the late payment deposit until such time that
          telQuest has demonstrated six (6) consecutive months of on-time
          payment history. After said period, the late payment deposit shall be
          refunded or applied as a credit.

              4.5.3 In the event that telQuest disputes any charge assessed by
          EffectNet, the Parties agree to cooperate to resolve the dispute at
          the earliest



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          practicable date. The late charges set forth in Section of this
          Agreement shall not apply to payments that are the subject of a good
          faith dispute between EffectNet and telQuest. If there is a good faith
          dispute, EffectNet cannot demand a late payment deposit.

     5.   TERM AND TERMINATION.

          5.1 Term. Unless otherwise terminated as provided herein, this
     Agreement shall be in force for an initial term of five years after the
     Effective Date (the "Initial Term). Absent 90 day written notice prior to
     the end of the term of intent to discontinue parties' relationship this
     agreement shall continue automatically for successive one year terms under
     the same terms and conditions contained herein together with any subsequent
     amendments hereto.

          5.2 Termination. Either Party may terminate this Agreement: (a) if the
     other Party fails to fulfill any of its material obligations under this
     Agreement; (b) if the other Party is in breach of Section 7
     (Confidentiality); (c) if the other Party becomes insolvent or admits in
     writing its inability to pay debts as they mature, or makes an assignment
     for the benefit of creditors; or (d) if a petition under any foreign, state
     or United States bankruptcy act, receivership statute, or the like is filed
     by the other Party and is not dismissed within sixty (60) days after such
     filing. Termination due to default under this Section shall be effective
     thirty (30) days after written notice to the defaulting Party if the
     default has not been cured within such thirty (30) day period.

          5.3 Effect of Termination. Upon termination of this Agreement for any
     reason, each Party shall remain liable for those obligations that accrued
     prior to the date of such termination; provided, however, that nothing
     herein shall be construed to obligate EffectNet to offer Services to
     telQuest after the termination of this Agreement.

          5.4 Early Termination. If prior to the end of the Initial Term this
     Agreement is terminated for any reason by telQuest other than if EffectNet
     fails to fulfill any of its material obligations under this Agreement then,
     telQuest shall pay EffectNet a one-time early termination dollar fee equal
     to the amount of the unfulfilled obligation to be calculated by the number
     of Minimum Commitment accounts or then active subscribers (as outlined in
     section 2.12) multiplied by the lessor of 9 months or the remaining months
     of the contract multiplied by the hereinabove agreed price per account.


     6.   SURVIVAL. The following provisions shall survive the expiration or
     termination, for any reason, of this Agreement: (Subscriber Information),
     (Charges and Billing Statements); (Term and Termination);
     (Confidentiality); (Warranties); (Intellectual Property);
     (Indemnification); (Limitation of Liability); (General Provisions).

     7.   CONFIDENTIALITY. All information disclosed to the other party shall
     be deemed confidential and proprietary (hereinafter referred to as
     "Proprietary Information"). Such information includes, but is not limited
     to, trade secrets, know-how, technical specifications, processes,
     functional descriptions, architectural specifications, development plans,
     schedules, design information, customer lists, pricing and financial
     information concerning the parties' products or services, or other
     information relating to business development, operations, marketing, sales,
     performance, and any other information disclosed hereunder, which, by its
     nature, might reasonably be presumed to be proprietary in nature.

          7.1 Each party agrees to use the Proprietary Information received from
     the



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     other party only for the purposes of analyzing the business arrangement
     between the parties, and in accordance with this Agreement. No patent,
     copyright, trademark, invention, service mark, or other proprietary rights
     are implied or granted under this Agreement.

          7.2 Proprietary information supplied pursuant to this Agreement shall
     not be reproduced in any form by the receiving party except as required to
     accomplish the intent of this Agreement.

          7.3 The receiving party shall provide, at a minimum, the same care to
     avoid disclosure or unauthorized use of the Proprietary Information as is
     provided to protect its own similar Proprietary Information, but in no
     event less than a reasonable standard of care. It is agreed that all
     Proprietary Information shall be retained by the receiving party in a
     secure place with access limited to the receiving party's employees or
     agents who need to know such information for purposes of this Agreement.
     The receiving party shall be fully responsible for any breach of this
     Agreement by its employees or agents. The receiving party will promptly
     report to the disclosing party any actual or suspected violation of the
     terms of this Agreement, and will take all reasonable steps requested by
     the disclosing party to prevent, control or remedy any such violation.

          7.4 All Proprietary Information, unless otherwise specified in
     writing, shall remain the property of the disclosing party. Such
     information shall be used by the receiving party only for the purpose set
     forth in this Agreement. In addition, such Proprietary Information,
     including all copies thereof, shall be returned to the disclosing party or,
     at the request of the disclosing party, may be destroyed by the receiving
     party and certified as destroyed by an officer of the receiving party after
     the Receiving party's need for it has expired, upon request of the
     disclosing party; and, in any event, upon termination of the Agreement.

          7.5 Exceptions to confidentiality: It is understood that the parties
     have no obligation to maintain the confidentiality of Proprietary
     Information which:

              7.5.1 has been published or is now otherwise in the public domain
          through no fault of the receiving party.

              7.5.2 prior to disclosure hereunder is within the legitimate
          possession of the receiving party without obligation of
          confidentiality as can be demonstrated by written documentation.

              7.5.3 subsequent to disclosure hereunder is lawfully received from
          a third party having rights to such Proprietary Information without
          restriction of the third party's right to disseminate the Proprietary
          Information and without notice of any restriction against its further
          disclosure, is disclosed with the written approval of the other party
          as can be proven by documentation.

              7.5.4 a Party is obligated to be produced under order of a court
          of competent jurisdiction or other government authority; provided
          however, that the receiving party shall immediately provide notice to
          the disclosing party such that the disclosing party may seek
          injunctive relief; and further provided that the disclosing party
          shall use best efforts to ensure that the information shall be treated
          as confidential by the party to whom it is disclosed.

              7.5.5 is independently developed by the receiving party without
          reference to or reliance upon the confidential information


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              In the event of a disputed disclosure, the receiving party shall
          bear the burden of proof of demonstrating that the information falls
          under one of the above exceptions.

          7.6 EffectNet will not use telQuest's customer information or other
     proprietary


     8.   WARRANTIES.

          8.1. Authorization. Each Party represents and warrants to the other
     Party that the execution and delivery of this Agreement and the performance
     of such Party's obligations under this Agreement have been duly authorized,
     and that the Agreement is a valid and binding agreement, enforceable in
     accordance with its terms.

          8.2. Legal Compliance. Each Party represents and warrants that it has
     obtained, or will obtain prior to offering the Services hereunder, all
     licenses, approvals and/or regulatory authority necessary to provide the
     Services described herein. This Agreement is made expressly subject to all
     present and future valid orders and regulations of any regulatory body
     having jurisdiction over the subject matter of this Agreement.

          8.3 No Other Warranties. With respect to the UC Services to be
     provided in, and to users accessing these services from the United States
     and Canada, EffectNet warrants that it will exercise commercially
     reasonable care in the performance of its obligations under this Agreement

              EFFECTNET DOES NOT WARRANT THAT THE EFFECTNET SERVICES OR THE
     PLATFORM THAT IT PROVIDES TO TELQUEST IS ERROR-FREE. IN ADDITION, THE
     EFFECTNET SERVICES OR TELQUEST PLATFORM IS PROVIDED "AS IS" AND WITHOUT ANY
     WARRANTY OF ANY KIND. EFFECTNET DISCLAIMS ALL WARRANTIES, EXPRESS OR
     IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND
     FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL BE LIABLE FOR ANY
     DAMAGES ARISING FROM THE OTHER PARTY'S OR ANY THIRD PARTY'S USE OF THE
     EQUIPMENT, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, OR
     CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILTY OF
     SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK SET
     FORTH IN THIS SECTION. THIS LIMITATION ON LIABILITY IS INTENDED ITO APPLY
     WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS CONTRACT HAVE BEEN
     BREACHED OR PROVEN INEFFECTIVE. "AS IS" means the As Is condition of the
     EffectNet Services to be provided as telQuest UC Services, including such
     customer support, software and hardware as required in the condition as of
     the Initial Launch Date agreed upon between the Parties and including any
     planned enhancement as well as any other changes mutually agreed upon.
     These products may as of the Initial Launch Date include works for hire for
     the benefit of telQuest as further described in Section 9.2.

     9.   INTELLECTUAL PROPERTY.

          9.1 General. Except as otherwise agreed in writing between the
     Parties, EffectNet shall own any Patent applications and Patents issued on
     inventions under this Agreement. All Inventions that are not the subject of
     patents or applications will be considered Confidential Information of
     EffectNet. Nothing in this Agreement shall be construed to transfer any
     right title or interest in EffectNet's designs, inventions, copyrights,
     trade secrets, trade names or other intellectual property.


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          9.2 telQuest shall retain ownership rights to all DID and Toll-free
     numbers associated with active subscriber accounts.


     10.  INDEMNIFICATION. Each Party ("Indemnitor") will defend, indemnify and
     hold harmless the other Party and such Party's affiliates, directors,
     officers, employees, proprietors, independent contractors, consultants,
     partners, shareholders, representatives, customers, other telQuest, agents,
     predecessors, successors, and permitted assigns (collectively,
     "Indemnitees") from and against any claim, suit, demand, loss, damage,
     expense (including reasonable attorneys' fees and costs) or liability that
     may result from, arise out of or relate to: (a) acts or omissions arising
     out of or in connection with this Agreement resulting in property damage;
     by Indemnitor and (b) intentional or negligent violations by Indemnitor of
     any applicable laws or governmental regulation.


          telQuest shall indemnify and hold harmless EffectNet from and against
     any and all claims, expenses judgments, liabilities, damages or losses,
     including reasonable attorney's fees and expenses, and shall defend all
     third-party actions and proceedings arising from any patent, copyright,
     trade secret, mask work, trade marks or service marks to the extent such
     claims are caused by telQuest. EffectNet shall indemnify and hold harmless
     telQuest from and against any and all claims, expenses, judgments,
     liabilities, damages or losses, including reasonable attorneys' fees and
     expenses, and shall defend all third-party actions and proceedings arising
     from any use, infringement or alleged infringement by the EffectNet UC
     Services of any patent, copyright, trade secret, mask work or other
     intellectual property right of any third party, to the extent such
     infringement or alleged infringement is caused solely by the EffectNet UC
     services. In the event that an injunction or restraining order is obtained
     against the use or distribution of any product or deliverable pursuant to
     this Agreement because of any infringement or alleged infringement of any
     patent, copyright, trade secret, mask work or other intellectual property
     right or any proprietary, contract or other right of any third party, or in
     an EffectNet's reasonable judgment any product or deliverable is likely to
     become the subject of a successful claim of such infringement, the
     EffectNet's sole obligation to telQuest shall, shall be to, within a
     reasonable time period: (i) procure for telQuest the right to use the
     product or deliverable as provided in this Agreement, (ii) replace or
     modify the EffectNet product or deliverable so it becomes non-infringing
     without materially affecting the performance thereof, or if options (i) and
     (ii) are not available despite commercially reasonable efforts, (iii)
     terminate the licenses granted hereunder, accept the return of all copies
     of all products.


     11.  LIMITATION OF LIABILITY. Except for damages arising under SECTION
     (CONFIDENTIALITY) or SECTION (indemnification), in no event shall EITHER
     PARTY be liable TO THE OTHER PARTY for any incidental, indirect, special,
     punitive, consequential or similar damages of any kind including without
     limitation, loss of profits, loss oF business or interruption of business,
     whether sUCh liability is predicated on contract, strict liability or any
     other theory WIthout regard to whether sUCh party has been advised of the
     possibility of sUCh damages.

     12.  GENERAL PROVISIONS.

          12.1 Monetary Values. All monetary values in the Agreement refer to
     U.S. dollars.


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          12.2 Assignment. EffectNet may assign its rights or obligations under
     this Agreement.

          12.4 Governing Law. This Agreement will be interpreted in accordance
     with the laws of the state of Arizona, excluding its conflict of law rules.
     The Parties agree that the federal and state courts located in Arizona
     shall be the proper forum for any action brought against the other Party,
     and each Party shall take all necessary actions to consent to the
     jurisdiction of such courts.

          12.5 Arbitration. All disputes arising out of or in connection with
     this Agreement will be referred to and finally resolved by arbitration in
     accordance with the rules of the International Chamber of Commerce; except
     that either Party may, upon breach of this Agreement, seek an injunction to
     protect any information sought to be disclosed by the other. The
     arbitration proceedings will be conducted in Arizona. and the language of
     the arbitration proceedings will be in English. All arbitration will be
     conducted before a three (3) person panel, consisting of one (1) arbitrator
     selected by telQuest, one (1) arbitrator selected by EffectNet and one (1)
     arbitrator selected by the foregoing two (2) arbitrators. Each arbitrator
     will be experienced in conducting international arbitration involving the
     U.S. industry. The cost of the arbitration, including the fees and expenses
     of the arbitrator(s), shall be shared equally by the parties unless that
     award provided otherwise.

          12.6 Notices. All notices or other between EffectNet and telQuest
     under this Agreement shall be in writing and delivered personally, sent by
     confirmed facsimile, by confirmed e-mail, by certified mail, postage
     prepaid and return receipt requested, or by a nationally recognized express
     delivery service addressed to the Parties at the addresses first set forth
     below or at such other addresses, facsimile numbers or e-mail addresses or
     to such individuals as either Party may specify by notice to the other
     Party pursuant to this Section. All notices shall be in English and shall
     be effective upon receipt. As a courtesy, Parties are encouraged to send
     duplicate copies of notice, demands, or other by facsimile. Issuance of a
     facsimile copy of a notice, request, demand or other communication shall
     not replace the requirements for delivery by mail or overnight courier in
     the manner provided in this Section, nor shall the date the facsimile
     received constitute the official receipt date. Any Party may change the
     address to which notices, requests, demands or other to such Party shall be
     delivered or mailed by giving notice of the change to the other Party in
     the manner provided in this Section. The addresses for the Parties for the
     purposes of this Agreement are:


          FOR EFFECTNET:                              FOR TELQUEST, INC.


          TAJ RENEAU                       NAT LINEHAM

          CHIEF EXECUTIVE OFFICER          PRESIDENT

          EFFECTNET                        TELQUEST

          PHONE:  602.296.3300             PHONE:  604-685-8363

          FAX:    602.296.3311             FAX:    604-685-8366

          12.7 Independent Contractors. This Agreement and the relations hereby
     established do not constitute a partnership, joint venture, franchise or
     agency between the Parties. Both parties are independent contractors acting
     for their own accounts and neither is authorized to bind, or attempt to
     bind, the other to any contract, general warranty, covenant or undertaking
     of any nature whatsoever unless authorized in writing. Neither party shall
     have the authority to accept delivery, collect or otherwise take possession
     of any funds or other property of the other party, and if done so
     inadvertently, shall



                                     Page 10
<PAGE>

     immediately notify the other party, shall hold same in trust and shall
     immediately deliver same to the other party. In all matters relating to
     this Agreement neither party nor such party's employees or agents are, or
     will act, as employees of the other party within the meaning of any federal
     or state laws.

          12.8 Severability. If any provision of this Agreement shall for any
     reason be held to be invalid, illegal or unenforceable in any respect, such
     invalidity, illegality or unenforceability shall not affect any other term
     or provision hereof. The Parties agree that they will negotiate in good
     faith or will permit a court or arbitrator to replace any provision hereof
     so held invalid, illegal or unenforceable with a valid provision, which is
     as similar as possible in substance to the invalid, illegal or
     unenforceable provision.

          12.9 Entire Agreement And Modifications. This Agreement together with
     any appendices, exhibits and attachments constitute the entire agreement
     between the Parties with regard to the subject matter hereof and supersedes
     all prior, agreements and understandings, whether written or oral, relating
     to the subject matter hereof. This Agreement may only be modified by a
     written instrument duly executed by each Party, making specific reference
     to this Agreement and to the clause to be modified.

          12.10 Captions. Where provided, captions of the sections and
     subsections of this Agreement are for reference purposes only and do not
     constitute terms or conditions of this Agreement, and shall not limit or
     affect the terms and conditions hereof.

          12.11 Waiver. No provision of, right, power or privilege under this
     Agreement shall be deemed to have been waived by any act, delay, omission
     or acquiescence on the part of either Party, its agents, or employees, but
     only by an instrument in writing signed by an authorized officer of each
     Party. No waiver by either Party of any breach or default of any provision
     of this Agreement by the other Party shall be effective as to any other
     breach or default, whether of the same or any other provision and whether
     occurring prior to, concurrent with, or subsequent to the date of such
     waiver.

          12.12 Counterparts. This Agreement may be executed in multiple
     counterparts, each of which shall be deemed an original, but all of which
     together shall constitute one and the same instrument. In making proof of
     this Agreement, it shall not be necessary to produce or account for more
     than one such counterpart.

          12.13 Force Majeure. EffectNet shall have no liability to telQuest for
     delays resulting from any event of Force Majeure or from any act or
     omission of the telQuest. An Event of Force Majeure shall include without
     limitation any delay or failure in performance due to acts of God,
     earthquake, labor disputes, changes in law, regulation or government
     policy, riots, war, fire, epidemic, acts or omissions of vendors or
     suppliers, equipment failures, transportation difficulties, or other
     occurrences which are beyond EffectNet's reasonable control.

          12.14 Conflicts. To the extent the terms of this Agreement and the MOU
     conflict, the terms of this Agreement shall be controlling.




                                     Page 11
<PAGE>



          IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed by their duly authorized representatives as of the date first
written above.



EFFECTNET, L.L.C. TELQUEST, INC.



Signature:  /s/  Brad Steinmeyer           Signature:   /s/  Nat Lineham
          -----------------------------               --------------------------

Printed Name: Brad Steinmeyer              Printed Name: Nat Lineham

Title: Vice President                      Title: President

Date: November 7, 2000                     Date: November 7, 2000




                                     Page 12
<PAGE>





                              APPENDIX P (PRICING)



     EffectNet shall offer the following products to telQuest at the prices
attached thereto as follows:





[Omitted Confidential Portion - Omitted portion has been filed separately with
the SEC with request for confidential treatment of the omitted portion pursuant
to the Freedom of Information Act and SEC rule 24b-2]





                                     Page 13
<PAGE>


                               FIRST AMENDMENT TO
                      UNIFIED MESSAGING SERVICES AGREEMENT

Upon further consideration by the Parties, Section 4.5.1 of the Unified
Messaging Services Agreement dated November 7, 2000 shall be amended to read as
follows:

               4.5.1 Deposit. telQuest will provide EffectNet with an
     Initial Deposit upon execution of this agreement in the amount of
     twenty-five thousand dollars $25,000.00. In the event that active UC
     Services are not available to telQuest, by fault of EffectNet for at
     least 10,000 Subscribers on the Initial Launch Date, (i) the deposit
     will be immediately refunded to telQuest; (ii) telQuest shall not be
     obligated to deliver deposit hereunder until such time as active UC
     Services are available for at least 10,000 Subscribers; and (iii) the
     Ramp Date will be extended for an amount of time commensurate with the
     delay in providing active UC Service for 10,000 Subscribers. At the
     end of each month, telQuest and EffectNet shall adjust the deposit so
     that [Omitted Confidential Portion - Omitted portion has been filed
     separately with the SEC with request for confidential treatment of the
     omitted portion pursuant to the Freedom of Information Act and SEC
     rule 24b-2.]



telQuest Technologies, Inc.

By:      /s/  Nathanael Lineham
       --------------------------------

Title:   President
       --------------------------------

Date:    November 20, 2001
       --------------------------------

EffectNet, L.L.C.

By:      /s/  Taj Reneau
       --------------------------------

Title:   President & CEO
       --------------------------------

Date:    November 20, 2001
       --------------------------------





<PAGE>


                                                                    Confidential

                               SECOND AMENDMENT TO
                UNIFIED COMMUNICATIONS SERVICES GENERAL AGREEMENT

All references to EffectNet Inc., should be taken to mean Webley Systems Inc.

This Second Amendment to the Agreement, as previously amended, is entered into
effective November 1, 2001 ("Effective Date"), by and between EffectNet, Inc.
("EffectNet") and Verb Exchange, Inc. (formerly, telQuest Technologies, Inc.)
("Verbx"). This Second Amendment only modifies the Agreement, as previously
amended, to the extent specifically set forth below and neither Party shall be
deemed to hereby waive compliance by the other Party of any covenant, obligation
or condition contained therein. Any capitalized terms not specifically defined
in the Second Amendment shall have the same meaning as defined in the Agreement.

The Agreement, as previously amended, is modified as follows:

1.   Delete SECTION 1.1 and add the following as the new SECTION 1.1:

         1.1 Verbx hereby appoints EffectNet as its sole and exclusive provider
         of UC Services to Verbx and its customers and end users. During the
         Term of this Agreement, Verbx shall not develop, distribute, sell,
         license or market goods, products or services that compete with the UC
         Services other than existing excluding current and future development
         of the Verbx MyMessenger and Echo platform to the extent that they, or
         either of them, do not directly compete with the UC Services. Verbx
         represents and warrants that it is not as of the Effective Date
         developing, distributing, selling, licensing or marketing goods,
         products or services that compete with the UC Services, other than the
         Verbx MyMessenger and Echo platform as limited above. For purposes of
         this Agreement, the word "customers" when used in relation to Verbx
         and/or the UC Services shall include, but not be limited to, wholesale
         and retail customers of Verbx.

2.   Delete SECTION 1.3 and add the following as the new SECTION 1.3:

         1.3 The Parties shall use their best efforts to launch the commercial
         sales and marketing by Verbx of the UC Services on or before November
         1, 2001 (the "Initial Launch Date").

3.   Delete SECTION 2.3 and add the following as the new SECTION 2.3:

         3.3   2.3 Product Development. The Parties agree that the UC Service
               shall be upgraded for new Releases and Versions of the EffectNet
               Service as commercially made available by EffectNet and as
               further provided by this Section 2.3.

               3.3.1    2.3.1 Upon at least thirty (30) days prior written
                        notice to Verbx, (which written notice is to include a
                        reasonable description of new features, functionality,
                        fixes, etc.), EffectNet shall have the right to place
                        new Releases into commercial service under the UC
                        Service brand. New Releases shall be incorporated into
                        the UC Service brand at no additional charge. "Release"
                        shall mean a modification to the UC Service usually
                        intended to correct Errors (as defined at Section 3.3)
                        and that may not include additional features, levels of
                        performance or functionalities. Typically, a Release is
                        identified by the numeral(s) one or more places from the
                        left of the designation for such Release with a newer
                        Release having the larger numeral.

               3.3.2    2.3.2 Upon at least ninety (90) days prior written
                        notice to Verbx, (which written notice is to include a
                        reasonable description of new features, functionality,
                        fixes, etc.), EffectNet shall have the right to place
                        new Versions into commercial service under the UC
                        Service brand. New Versions shall be incorporated into
                        the UC Service brand at such additional charge(s) as
                        EffectNet shall include in its written notice to Verbx
                        announcing the new Version. "Version" means a new
                        version of the



                                   Page 1 of 4
<PAGE>

                                                                    Confidential

                        UC Service that contains a significant new functionality
                        or level of performance or features. Typically, a
                        Version is identified by the numeral(s) one or more
                        places from the left of the first decimal point from the
                        left in the designation with the newer Version having
                        the larger numeral.

               3.3.3    2.3.3 EffectNet shall promptly notify Verbx of updates
                        containing modifications, enhancements, extensions and
                        corrections related to Errors. "Error" means any failure
                        of the UC Service to conform in all material respects to
                        the specifications therefor, other than any
                        nonconformity resulting from end user misuse, improper
                        use, alteration or damage to the UC Service or the
                        combining or merging of the UC Service with any hardware
                        or software not supplied or identified as compatible by
                        EffectNet or the failure by Verbx to produce and deliver
                        accurate fulfillment materials and supplemental
                        amendments thereto. EffectNet shall follow its standard
                        procedures in the classification and response to Errors.
                        EffectNet shall use commercially reasonable efforts in
                        the application of such procedures to correct all
                        Errors, taking into account the severity of the Error
                        and the seriousness of its impact, if any, on end users.
                        Verbx shall promptly notify EffectNet of any reports of
                        Errors received by Verbx from its customers or end
                        users.


4.   Delete SECTION 2.9 and add the following as the new SECTION 2.9:

     2.9 Fraud. Verbx assumes only the risk of liability associated with fraud
arising from end users' use of the UC Services, and only in the event that
EffectNet has provided daily call detail in accordance with Section 2.7 above.
In such event, Verbx will defend and hold EffectNet harmless from any and all
claims arising therefrom. In the event that EffectNet has failed to provide
daily call detail in accordance with Section 2.7 above, then EffectNet assumes
the risk of liability associated with any fraud arising from end users' use of
the UC Services during the period of time in which it failed to provide the
required call detail. EffectNet further assumes the risk of liability associated
with any and all fraud or misuse: (i) by EffectNet's customer service
representatives and other EffectNet employees and agents relating to end user
account information; and (ii) arising from third party fraud against, intrusion
into, or "hacking" of, applications hosted on the EffectNet platform. EffectNet
shall defend and hold Verbx harmless from any and all claims arising therefrom.

5.   Delete SECTION 2.10 and add the following as the new SECTION 2.10:

     2.10     End User Support. EffectNet shall provide customer support to end
              users, including, but not limited to, provisioning, questions
              related to features and functionalities of the UC Services, and
              billing inquiries ("Tier One"). EffectNet shall provide 24 by 7
              technical support to end users, including, but not limited to, the
              use of specific features of the UC Services, and interoperability
              with EffectNet-supported systems, devices and communications
              transport ("Tier Two").

          2.10.1   Verbx may assume the responsibility for Tier One and Tier Two
                   customer support upon written notice to EffectNet specifying
                   the date that Verbx shall assume such responsibility and
                   specifically referencing this Section 2.10. Any such notice
                   by Verbx shall be irrevocable and final and EffectNet's
                   obligations to provide Tier One and Tier Two customer support
                   in accordance with Section 2.10 shall thence forth cease as
                   of, and after, the date so specified by Verbx in such notice
                   thereof.

          2.10.2   Notwithstanding anything to the contrary herein, EffectNet
                   shall provide 24 by 7 network operations center support for
                   power outages and systems and network outages ("Tier Three")
                   at no additional charge.

          2.10.3   Call items outside the scope of Effectnet support services
                   include, but are not limited to, non-EffectNet related
                   software problems, call forwarding issues and any
                   non-EffectNet products, services or billing issues as
                   relating to non-EffectNet products and services.


                                   Page 2 of 4
<PAGE>

                                                                    Confidential


6.   Delete SECTION 2.11 and add the following as the new SECTION 2.11:

     2.11 Orders and Acceptance. Customer is responsible for providing to Webley
account information for each End User as required by Webley to activate and
maintain End User accounts ("Orders"). Verbx shall be responsible for the
production and delivery of such customer or end user fulfillment materials as
Verbx deems necessary and appropriate; provided, however, that Verbx shall
update all such materials, including notices to customers and end users of
updates to previously delivered materials, to incorporate Revisions and Versions
of the UC Service in a timely and accurate manner provided that EffectNet
delivers product or service version updates in a timely and accurate manner.
EffectNet reserves the right to decline or delay acceptance, or to reject, any
Order in its absolute discretion. An Order shall be deemed accepted by
EffectNet's activation of the end user account for the UC Service requested in
such Order.

7.   Delete SECTION "2.13 2.12 Minimum Commitment."

8.   Delete the last sentence of SECTION 5.1 and add the following sentence:

This Agreement shall be automatically renewed for succeeding twelve (12) month
terms unless written notice of termination is delivered by either Party not less
than one hundred and eighty (180) and not more than two hundred and ten (210)
days prior to the expiration of the then current term of the Agreement.

9.   Delete SECTION 4.3 and add the following as the new SECTION 4.3:

     4.3  Pricing. Pricing for each end user UC Service account activated by
          Webley in accordance with Section 2.11 shall include [Omitted
          Confidential Portion - Omitted portion has been filed separately with
          the SEC with request for confidential treatment of the omitted portion
          pursuant to the Freedom of Information Act and SEC rule 24b-2.]


10.  Delete SECTION 5.2 and add the following as the new SECTION 5.2:

     5.2  Events of Default. Either Party may terminate this Agreement: (a) if,
upon written notice of payment default, the other Party fails to pay any such
payment on or before the tenth (10th) calendar day next succeeding the date of
such written notice; (b) if the other Party fails to perform or commits a breach
of its material obligations (other than payment obligations) under this
Agreement and the breaching Party fails to either (i) cure the breach within
seven (7) calendar days of written notice of such breach by the other Party, or
(ii) if such breach is incapable of cure within seven (7) calendar days, the
breaching Party commences efforts to cure within seven (7) calendar days of the
date of such written notice of breach and thereafter uses its best efforts to
effect a cure until such breach is cured, but in no event shall such breach
remain uncured longer than ninety (90) days after the date of written notice
thereof; (c) if the other Party is in breach of Section 7 (Confidentiality); (d)
if the other Party becomes insolvent or admits in writing its inability to pay
debts as they mature, or makes an assignment for the benefit of creditors; or
(e) if a petition under any foreign, state or United States bankruptcy act,
receivership statute, or the like is filed by the other Party and is not
dismissed within sixty (60) days after such filing. Termination due to default
under this Section shall be effective immediately upon receipt of written notice
to the defaulting Party.

11.  Delete SECTION 9.2 and add the following as the new SECTION 9.2:

9.2  Ownership of DID and Toll Free Numbers. Although EffectNet is the owner of
record with the carrier that provides telephone numbers to Verbx customers and
end users (the "Verbx Numbers"), EffectNet acknowledges that EffectNet's
ownership and control of the Verbx Numbers shall be on behalf of Verbx and upon
expiration or termination of this Agreement, other than by EffectNet in
accordance with Section 5.2, EffectNet shall use commercially reasonable
efforts, at the sole cost and expense of Verbx, to cooperate with Verbx to port
Verbx Numbers to the carrier(s) designated by Verbx.

12.  Delete APPENDIX P.


                                   Page 3 of 4
<PAGE>

                                                                    Confidential



IN WITNESS WHEREOF, the Parties have caused this Agreement, as previously
amended, to be executed by their duly authorized representatives as of the
Effective Date.

EffectNet, Inc.                                      Verb Exchange, Inc.


By:  /s/  Darius Reneau                     By:   /s/  Nathanael Lineham
   -------------------------------              --------------------------------
Name:  Darius Reneau                        Name:  Nathanael Lineham
Title: Senior VP Sales                      Title: President





                                   Page 4 of 4
<PAGE>