PRODUCT DEVELOPMENT AGREEMENT

                                     BETWEEN

                             NYN INTERNATIONAL, LLC.

                                       AND

                            KANAGA NETWORK SOLUTIONS


This  PRODUCT  DEVELOPMENT  AGREEMENT  ("Agreement"),  dated this _14TH _ day of
July__  2005  (the  "Effective  Date"),  is  entered into by and between, Kanaga
Networks  Solutions  a  Fremont CA company, having its business offices at 1000,
                                                                           -----
Camero  Way,  Fremont,  CA  94539___("KNS"), and NYN International LLC., a Texas
  -------------------------------
Corporation  with  offices  located  at  699  South  Friendswood Drive, Ste 103,
  -
Friendswood,  Texas  77546  United  States  of  America  ("NYN"),  hereinafter
  -
individually  referred  to as "Party" and collectively referred to as "Parties".
  -



     RECITALS
     --------

WHEREAS,  NYN  is  a  provider  of international telecommunication services; and

WHEREAS,  KNS  developing  s/w  applications  for  Telecommunications  and  VOIP
technology;  and

WHEREAS,  NYN  would  like  KNS to develop a telecommunications s/w product; and

NOW THEREFORE, the Parties, in consideration of the mutual covenants and
                                  agreements hereinafter set forth, agree as
follows:



1.     DESCRIPTION  OF  THE  PRODUCT  DEVELOPMENT
       ------------------------------------------

1.1     SERVICE  DESCRIPTION:  During  the  Term  of  this  Agreement as defined
        ---------------------
herein  in  section  1.2,  KNS  will  develop the telecommunications s/w product
defined  by NYN, and summarized in Exhibit "A", attached hereto and incorporated
herein by this reference ("SOW"), which includes the "Payment and Billing Terms"
     .
Exhibit  A  shall set out the Statement Of Work and will be updated as needed by
mutual  agreement  of  the  parties

     1.2     TERM  OF  SERVICE:    This  Agreement  shall  be  effective and the
             ------------------
Parties'  obligations  shall commence upon the Effective Date of this Agreement,
and  this  Agreement  shall  continue  for  a  period  of  one (1) year from the
Effective  Date ("Term").  By mutual consent, this Agreement may be renewed on a
year  to  year  basis after the expiration of the initial Term or any subsequent
term, as may be mutually agreeable ("Renewal Term").  If either Party desires to
cancel  this  Agreement  upon  the expiration of the initial Term or any Renewal
Term,  it  shall  give  the  other Party notice of its intent to cancel at least
thirty  (30)  days  prior to the expiration of the current Term or Renewal Term.
This  Agreement  shall  continue  and  remain  in  full  force  and effect until
cancelled  by  either  party  upon  notice  as  provided  herein.

     1.3     ADDITIONAL  SERVICE:  The  Parties may agree to additional services
             --------------------
during  the  Term  of  this  Agreement  ("Additional  Service").  Any Additional
Service  shall be set forth as an addendum to this Agreement and shall otherwise
be  governed  by  the  terms  and  conditions  of  this  Agreement.


2.     TAXES:       Parties  acknowledge  that  the  payments  as  described  in
       -----
Exhibit  A,  include  all  taxes and/or fees associated with the service, and no
other  charges  will  be  expected  by  KNS  for  the  provided  service.



<PAGE>


3.     DISPUTED  CHARGES:   Should NYN dispute any of the charges on an invoice,
       ------------------
it  shall  notify  KNS of the disputed charges not later than five (5) days from
the  date of receiving the invoice.  Said dispute shall set forth in writing all
details  concerning  the  disputed  charges.  After  resolution  of the disputed
portion of the invoice, the adjustments, if any, shall be immediately applied to
KNS  account. If any credit dispute is not accepted or denied within thirty (30)
days  then  NYN may accept the credit as affirmed by the KNS failure to respond.


4.     PROVISION  OF  INFORMATION  AND  CONFIDENTIALITY
       ------------------------------------------------

     4.1     CONFIDENTIAL  INFORMATION:  The  parties  understand and agree that
             -------------------------
the  Terms and Conditions of this Agreement, all documents referenced (including
invoices  to  each  Party for Service provided hereunder) herein, communications
between  the  parties  regarding  this  Agreement  or the Service to be provided
hereunder  (including  price  quotes to each Party for any Service propose to be
provided  or  actually  provided  hereunder)  and  all information regarding the
Customers  of  either  Party,  as well as such information relevant to any other
agreement  between  the  parties  (collectively "Confidential Information"), are
confidential.

     4.2      LIMITED  DISCLOSURE:  A  party  shall  not  disclose  Confidential
              -------------------
Information unless subject to discovery or disclosure pursuant to legal process,
or  to  any  other  party other than the directors, officers, and employees of a
party  or  agents  of  a  party  including  their  respective  brokers, lenders,
insurance  carriers  or  prospective  purchasers who have specifically agreed in
writing  to  nondisclosure  of  the terms and conditions hereof.  Any disclosure
hereof  required  by  legal  process  shall  only  be  made  after providing the
non-disclosing  party  with notice thereof in order to permit the non-disclosing
party  to  seek  an  appropriate  protective order or exemption.  Violation by a
party  or  its  agents  of foregoing provisions shall entitle the non-disclosing
party,  at  its  option,  to  obtain  injunctive  relief  without  a  showing of
irreparable  harm  or  injury  and  without  bond.

4.3      SURVIVAL AND CONFIDENTIALITY:     The provisions of this Section 4 will
         ----------------------------
be  effective  as  of  the  date  of this Agreement and remain in full force and
effect  for  a  period  equal  to  the longer of: (i) one (1) year following the
effective date of this Agreement; or (ii) one (1) year following the termination
of  all  Service  hereunder.

4.4      NON-CIRCUMVENTION:   The  parties to this Agreement acknowledge that no
         -----------------
effort  shall be made to circumvent its terms in an attempt to gain commissions,
fees,  remuneration's, or considerations to the benefit of any of the parties of
this  Agreement, while excluding equal or agreed to benefits to any of the other
parties.  Sales  information  consisting  of  prospects, leads or direct contact
provided  by  either  party shall be held in confidence, with the benefit of any
revenue  earned.  Both parties agree not to circumvent the other while utilizing
sales information provided by the origination party.  This shall be binding upon
the  parties  as  well  as  the  customers of the parties utilizing the services
contemplated  herein.  The  parties  each  agree  not  to circumvent, attempt to
circumvent,  or  permit any other party or persons on their respective behalf to
circumvent  each  other  in  any  way, manner or form regarding any transactions
during  the  term  of  this  Agreement.  Accordingly,  the parties each agree to
conduct  through  the  other  party  all of its transactions with any designated
party  of  the  other during the term of this Agreement and not to contact, call
on,  solicit,  or  take  away  either  directly  or indirectly any designated or
referred  party  of  the  other  during  the effective period of this Agreement.


5.     TERMINATION:     This  Agreement  can  be  terminated:
       ------------

     5.1     If KNS is prohibited from furnishing the Service or if any material
rate  or  term contained herein is substantially changed by order of the highest
court of competent jurisdiction to which the matter is appealed, the FCC, or any
other federal, state or local government authority, either party may immediately
upon  written  notice  to  the  other  party  terminate  this  Agreement without
liability  or  further  obligation,  except  for  KNS refund of the already paid
portion;


     5.2     A Party may, immediately upon written notice to the other Party and
after  complying  with  the  applicable requirements of this subsection, without
incurring any liability except for willful misconduct, terminate this Agreement,
or  restrict,  suspend,  or discontinue providing its Services, if the Party has
reason  to  believe  that the other Party and/or any of its officers, directors,
employees,  contractors,  agentss, and/or servants has engaged or is engaging in
any unethical, illegal, and/or fraudulent use of the Services with the intent to
avoid  payment  of  charges,  including,  but  not  limited  to,  the following:

(i)     Violation  of  or failure to comply with any tariff regulation governing
the  furnishing  of  Services;  and/or

(ii)     Violation of or failure to comply with any federal, state, or local law
or regulation governing the use of the Services or the resale or sharing of such
Services  to  others;  and/or

(iii)     Actions  that  are  consistent  with  patterns  of  known  fraudulent
activity,  such  as  to  indicate  an  intention  to  defraud  the  other Party.


6.     PRODUCT RIGHTS:     For the purpose of this document, this s/w product
       ---------------
will be called Group Messaging Gateway or 'GMG'. All the rights and ownership of
the developed GMG product, along with the associated documents will be solely
belong to NYN. Any use of the GMG products, or one of its elements by KNS will
required a prior written consent of NYN

7.     LIMITATION  OF  LIABILITY AND INDEMNIFICATION: Each Party agrees that the
       ---------------------------------------------
other  shall  in no event be liable for any loss, expense or damage for (i) loss
of  revenue,  profits,  savings,  business  or  goodwill,  and  (ii)  exemplary,
proximate,  consequential,  or  incidental  damages  and expenses of any type or
nature on account of any breach or default hereunder by the other, or on account
of  the  use,  nonuse,  or  interruption  in  the  provision  of  the  Services.

     7.1     INDEMNIFICATION:  Each  Party agrees to indemnify, defend, and hold
             ---------------
each  other  and their Affiliates free and harmless from and against any and all
loss,  cost,  liability,  or  expense  (including court costs and actual fees of
attorneys  and  other  professionals)  arising  out of or in connection with the
Service,  including,  but  not  limited  to  any  such loss, cost, liability, or
expense  arising  out  of  or  resulting from any claim brought by a customer or
other  third  party  utilizing  the  other  Party's  services  for  any special,
incidental,  indirect  or  consequential damages of any kind whatsoever, whether
such  damages  arise from the use, inability to use, failure of, defects in, the
conditions of, delay in delivery of, non-delivery of, or quality of the Service,
or  any  component  thereof.

8.     ENTIRE AGREEMENT:  This Agreement (including its exhibits) supersedes and
       ----------------
merges  all  prior  agreements,  promises,  understanding,  statements,
representations,  warranties,  indemnities  and covenants and all inducements to
the making of this Agreement relied upon by either Party herein, whether written
or oral, and embodies the Parties' complete and entire agreement with respect to
the  subject  matter  hereof.  No  statement or agreement, oral or written, made
before  the  execution  of this Agreement shall vary or modify the written terms
hereof  in  any  way  whatsoever.

9.     SEVERABILITY:   In  the event that any portion of this Agreement is found
       ------------
to  be  invalid, illegal or not binding for any reason whatsoever, the remaining
portions  of this Agreement shall remain in effect and binding upon the parties.

10.     GOVERNING  LAW:   This  Agreement  shall be governed by and construed in
        --------------
accordance  with  the  laws  of  the  State  of  Texas with venue in the city of
Houston,  Texas.

11.     DISPUTE RESOLUTION:  The Parties will in good faith negotiate to resolve
        ------------------
any  dispute  arising  out  of  or  relating  to this Agreement promptly between
representatives  who  have  authority  to  settle  the controversy.  Any dispute
arising out of or relating to this Agreement that have not been resolved will be
finally  settled  by  arbitration  conducted  in  accordance  with  the  Texas
Arbitration Act, Section 17.001 et seq. of the Texas Civil Practice and Remedies
Code.  The location of the arbitration shall be in Houston, Harris County, Texas
by  the  American Arbitration Association unless agreement by mutual consents of
the  Parties  to  the  contrary.  Judgment  upon  the  award  rendered  by  the
arbitrator(s)  may be entered by any court with Jurisdiction.  The Parties agree
that under no circumstances will either Party file or cause to be filed lawsuits
in  any  court.

12.     REGULATIONS: 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 hereof and to the laws of the United States of America,
any  of  its states, or any foreign governmental agency having jurisdiction.  In
the  event  this Agreement, or any of its provisions, shall be found contrary to
or  in  conflict  with  any such order, rule, regulation, or law, this Agreement
shall  be deemed modified to the extent necessary to comply with any such order,
rule,  regulation,  or  law and shall be modified in such a way as is consistent
with  form,  intent,  and  purpose  of  the  Agreement.

13.     REPRESENTATION:  The Parties acknowledge and agree that the relationship
        ---------------
between them is solely that of independent contractors and nothing contained
herein should be deemed, interpreted, or construed as creating a joint venture,
partnership or agency relationship between the Parties.  Neither Party, nor its
respective employees, agents or representatives, has any right, power or
authority to act or create any obligation, express or implied, on behalf of the
other Party.

14.     FORCE  MAJEURE:      The  Parties'  obligations under this Agreement are
        --------------
subject  to,  and neither Party shall be liable for delays, failures to perform,
damages,  losses  or  destruction,  or  malfunction  of  any  equipment  or  any
consequence  thereof caused or occasioned by, or due to, fire, flood, water, the
elements,  labor  disputes  or  shortages, utility curtailments, power failures,
explosions, civil disturbances, governmental actions, shortages of equipment for
supplies,  unavailability  of  transportation, act or omission of third Parties.
Each Party however shall use reasonable efforts under the circumstances to avoid
or  remove  such  causes  for  non-performance and shall proceed to perform with
reasonable  dispatch  whenever  such  causes  are  removed  or  cease.

15.     NO  WAIVER:  The  failure  of  either  Party  to  enforce or insist upon
        ----------
compliance  with any of the provision of the Agreement or the waiver thereof, in
any  instance,  shall  not be construed as a general waiver or relinquishment of
any  other  provisions  of  the  Agreement.


16.     NOTICES:   All  notices,  requests,  demands,  and  other communications
        -------
under  this  Agreement shall be in writing and shall be deemed to have been duly
given  on the date of service:  If served personally on the party to whom notice
is  to  be given, or within two (2) days after mailing if mailed to the party to
whom  notice  is  to  be  given,  by  certified mail return receipt or overnight
courier and properly addressed to the party at the address set forth immediately
below,  or any other address that a party may designate by written notice to the
others.


If to NYN:
     NYN International LLC.
Ron Kallus
699 South Friendswood Drive  Ste 103
Friendswood, Texas 77546
281-652-4841 TEL #
281-652-4801 Fax #


If to KNS:
     Kanga Network Solutions
                Sanjiv Parikh
     1000, Camero Way
     Fremont, CA 94539
     510-364-6416 Tel



17.     COUNTERPARTS:     This  Agreement  may  be  executed  in  one  or  more
        ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

18.     SUCCESSORS  AND  ASSIGNS:    This  Agreement  shall  be binding upon and
        ------------------------
inure  to  the  benefit of the parties hereto and their respective successors or
assigns,  provided,  however, that either Party shall not assign or transfer its
rights  or obligations under this AGREEMENT without the prior written consent of
the  other  Party,  which consent shall not be unreasonably withheld or delayed,
and  further provided that any assignment or transfer without such consent shall
be  void.

19.     FURTHER  ACTS:    Each  party  to  this  Agreement agrees to perform any
        -------------
further  acts  and  execute  and  deliver  any  documents that may be reasonably
necessary  to  carry  out  the  provisions  of  this  Agreement.

20.     AUTHORITY:     Each  person  executing  this  Agreement  represents  and
        ---------
warrants  that  he  has full power to enter into this Agreement on behalf of the
Party  hereto and that each Party has the full power to carry out its respective
obligations  pursuant  to  this  Agreement.  Further, each person executing this
Agreement on behalf of a Party also represents and warrants that he has obtained
all  corporate, third party approvals necessary to enter into this Agreement and
carry  out  the  transaction  contemplated  thereby.

21.     ATTORNEYS  FEES:     The  prevailing  Party  in  any  action,  suit,
        ---------------
proceeding,  arbitration, or mediation shall be entitled to recover, in addition
        --
to  any  other  available  remedies,  their  actual  fees  and costs incurred in
connection  with  the  action,  suit,  proceeding,  arbitration  or  mediation.


IN  WITNESS WHEREOF, the Parties acknowledge that each of the provisions of this
Agreement  has been expressly agreed to and each has caused this Agreement to be
signed  and  delivered  by its duly authorized officer representatives as of the
"Effective  Date"  written  above.




FOR NYN                         FOR KNS


By________________________               By___________________________

Name: Ron Kallus                    Name:     Sanjiv Parikh
Title:    Managing Dir.               Title:     Director

Date:  July 8, 2005                                               Date  July
13,2005



<PAGE>


<TABLE>
<CAPTION>



<S>                                        <C>
TABLE OF CONTENTS
-----------------------------------------

RECITALS                                    1
-----------------------------------------
PURPOSE AND SCOPE                           7
-----------------------------------------
FUNCTIONALITY OVERVIEW                      7
-----------------------------------------
SOFTWARE AND HARDWARE PLATFORM              8
-----------------------------------------
ROLES AND RESPONSIBILITY                    9
-----------------------------------------
DELIVERABLES                               10
-----------------------------------------
PROJECT MANAGEMENT                         11
-----------------------------------------
TECHNICAL SUPPORT                          11
-----------------------------------------
PRICE AND PAYMENT SCHEDULE                 12
-----------------------------------------
APPENDIX A: GMG FUNCTIONALITY DESCRIPTION  13
-----------------------------------------

</TABLE>





PURPOSE AND SCOPE
-----------------

This document is prepared to describe the overall statement of work involved
with Messaging Gateway product development. NYN International LLC. (NYN) would
like Kanaga Networks Solution (KNS) to develop a software application that will
enable NYN to send text messages and voice messages to a specified set of
subscribers, using VOIP technology, as part of promotional campaigns.

This document is prepared to provide common understanding of efforts, duration
and how the project will be managed through out the development cycle. This
document also covers the scope of requirements and functionality under Appendix
A.

For the purpose of this document, this application will be called Group
Messaging Gateway or 'GMG'.

For the purpose of this document, this s/w product will be called Group
Messaging Gateway or 'GMG'. All the rights and ownership of the developed GMG
product, along with the associated documents will be solely belong to NYN. Any
use of the GMG products, or one of its elements by KNS will required a prior
written consent of NYN

The possible audience for this document is Development and Operations/support
team at KNS and NYN as well as Project Management/Marketing team at KNS.
FUNCTIONALITY OVERVIEW
----------------------

GMG will enable NYN to send promotional messages (Text and Voice) to a set of
subscribers. Following is a high-level overview of functionalities, a detailed
summary of features and functionality is provided under Appendix A. GMG will
offer capabilities like:

-     Schedule, execute and management of promotional campaigns.
-     Web-based user interface
-     Create, manage and import subscribers telephone numbers,
-     Create and manage subscribers groups.
-     Capabilities to create new text and voice messages for campaigns.
-     History and reports related to past campaigns performance.
-     Existing Database Integration.
-     Message, Subscriber and Campaign Search Capabilities
-     Reliable, high-performance software architecture (.net Platform, SQL
Server)

The scope of this project is limited to the capabilities described in Appendix
A; however, the product will be developed based on flexible architecture to
support additional capabilities in future.


SOFTWARE AND HARDWARE PLATFORM
------------------------------

SOFTWARE PLATFORM
-----------------
SERVER SIDE
-     OS : Windows 98/Me/NT/2000/XP/2003
-     Database : SQL 2000
-     Environment : .net Framework
CLIENT SIDE
-     OS : Any Platform with an Internet Browser
RECOMMENDED HARDWARE PLATFORM
-----------------------------
-     Processor : Pentium IV processor with 2 GHz
-     OS : Windows XP/ Windows 2003 Server
-     Memory : 512MB RAM minimum
-     Hard disk : 2 GB of available hard disk space (minimum)
-     Optical Drive : CD-ROM or DVD-ROM drive
-     Network : 100 MBit LAN connection minimum
-     Database : MS SQL Server 2000

SOFTWARE DEVELOPMENT
--------------------

DEVELOPMENT ENVIRONMENT
Both JAVA and C programming languages will be used for different components of
the GMG project.

DEVELOPMENT RESOURCES
This project requires expertise of different technologies, including Web GUI
development, IP voice and data communication. The project will require 30
regular working days of effort from 2 developers and 20 regular working days of
effort from 2 QA engineers. One developer will be allocated for UI development;
one developer will be allocated for Voice and Data communication development.
One QA engineer will be allocated for validation and testing of UI and
management functionalities and the other QA engineer will be allocated for
message flow and voice/data communications testing.

DEVELOPMENT PROCESS
Once contract is signed, KNS will start software development by providing a
detailed functional design specification. A draft version of Web-based UI will
be presented for comments and changes. A functional unit test will be fully
conducted before the application is shipped. The first version (V0.1) will be
capable to send up to 10 concurrent messages, while the second version (V1.0)
will be able to send as many messages as the Internet B/W can handle.





<TABLE>
<CAPTION>



<S>                                                                <C>

ROLES AND RESPONSIBILITY
-----------------------------------------------------------------



TASK/ROLE                                                          RESPONSIBILITY
-----------------------------------------------------------------  --------------
Product Specifications (Functionality, Design, Architecture etc.)  KNS
-----------------------------------------------------------------  --------------
SOW                                                                KNS - NYN
-----------------------------------------------------------------  --------------
Equipment purchase order                                           NYN
-----------------------------------------------------------------  --------------
Development and Testing                                            KNS
-----------------------------------------------------------------  --------------
Trial specification                                                KNS
-----------------------------------------------------------------  --------------
Trial environment                                                  NYN
-----------------------------------------------------------------  --------------
Field testing                                                      KNS - NYN
-----------------------------------------------------------------  --------------
Documentations                                                     KNS
-----------------------------------------------------------------  --------------
Ongoing technical support                                          KNS
-----------------------------------------------------------------  --------------

</TABLE>




DELIVERABLES
------------

KNS will provide NYN with the deliverables listed under 5.1.1, 5.1.2 and 5.1.3
per schedule/milestone defined under this SOW.

DETAILED PRODUCT SPECIFICATIONS
KNS will provide detailed product specifications including system logical
architecture, functional design and functional specifications etc to NYN and
finalize it with NYN before the full development kicks off.

BINARIES AND DOCUMENTATION
Binaries, source codes and documents will be archived / compressed and exchanged
through a commonly accessible FTP server or through e-mails.


DOCUMENTATION

USER MANUAL: All information related to the Application, its installation and
configuration and integration with other components etc. is discussed in this
document. This document shall enable the user to get a birds-eye view of the
whole product and detail operational guidance to use the product; other supplied
documentation can then be referred to.

DESIGN SPECIFICATION: It documents detailed implementation of system design and
implementation. It will serve as future development reference.







<PAGE>
------
PROJECT MANAGEMENT
------------------



<TABLE>
<CAPTION>



<S>                 <C>                                    <C>      <C>


PROJECT MANAGEMENT
------------------


SCHEDULE
------------------


MILESTONES          TASK                                   OWNER    DATE
------------------  -------------------------------------  -------  --------------
ML0                 SOW Final - Contract executed          KNS-NYN  Start Date (T)
------------------  -------------------------------------  -------  --------------
ML1                 Trial Product Specification-approved   KNS-NYN  T+7 days
------------------  -------------------------------------  -------  --------------
ML2                 Trial User Interface - approved        NYN      T+12 days
------------------  -------------------------------------  -------  --------------
                    Trial - kick-off (V0.1)                KNS      T+15 days
                    -------------------------------------  -------  --------------
ML3                 Trial complete                         KNS-NYN  T+20 days
------------------  -------------------------------------  -------  --------------
ML4                 Final Product Specification-approved   KNS-NYN  T+25 days
------------------  -------------------------------------  -------  --------------
ML5                 Final User Interface  - approved       NYN      T+28 days
------------------  -------------------------------------  -------  --------------
                    Upgrade to production level  (V1.0)    KNS      T+31 days
                    -------------------------------------  -------  --------------
ML6                 Production Ready                       KNS-NYN  T+36 days
------------------  -------------------------------------  -------  --------------
ML7                 Testing complete                       KNS-NYN  T+42 days
------------------  -------------------------------------  -------  --------------
ML8                 Documentation Ready                    KNS      T+49 days
------------------  -------------------------------------  -------  --------------

</TABLE>




Duration considers weekdays only except for public holidays.



TECHNICAL SUPPORT
-----------------
For the ongoing technical assistance and maintenance of GMG, KNS will offer
"Technical Support - Basic" Plan.

This tech support plan will offer phone and email support on product usage and
troubleshooting as well as Maintenance releases to include Bug fixes, any other
changes made by KNS and Performance enhancements undertaken by KNS

This will be offered at the annual rate of 15% of the actual purchase order
amount (Total amount). The plan offers up to 8 hours of phone based technical
support after the first 60 days of site deployment.






PRICE AND PAYMENT SCHEDULE
--------------------------

TOTAL PAYMENT
-------------

Following table describes the total payment amount for the software development,
testing and support during site installation as well technical support for 60
days after site deployment.


<TABLE>
<CAPTION>




<S>                                                       <C>


ITEM                                                      PRICE
--------------------------------------------------------  -------
Software Development                                      $10,500
--------------------------------------------------------  -------
KNS Annual Tech Support - Basic (15% of subtotal amount)  $ 1,575
--------------------------------------------------------  -------
</TABLE>


Technical support for the first 60 days after the site deployment is already
included as part of software development amount.

PAYMENT SCHEDULE AND TERMS
--------------------------

The payments will be scheduled in the following way.




<TABLE>
<CAPTION>



<S>    <C>        <C>

DATE   MILESTONE  PAYMENT PORTION (BASED ON TOTAL S/W DEVELOPMENT AMOUNT)
-----  ---------  -------------------------------------------------------
T+ 20  ML3                                                            50%
-----  ---------  -------------------------------------------------------
T+ 49  ML7                                                            50%
-----  ---------  -------------------------------------------------------

</TABLE>


NYN will make each payment immediately upon successful execution of the
milestone and no later than five working days from the date of successful
milestone completion.
In case the system will not reach production level performance, KNS will refund
the 50% payment received in ML3.

NYN can decide to purchase the 'Annual Tech Support Plan' 10 days before the
expected project completion date.

FOR NYN                         FOR KANAGA




Name:  /s/   Ron Kallus               Name:  /s/   Sanjiv Parikh
Title:     Managing Dir.          Title:          Director
Date:     July 8 2005               Date:          July 13, 2005

APPENDIX A: GMG FUNCTIONALITY DESCRIPTION
-----------------------------------------

GMG FEATURES OVERVIEW
---------------------

-     Secured and user friendly Web interfaces for campaigning products.
-     Allows to conduct campaigns via Voice or Text messages
-     Schedule and management of campaigns
-     Create campaign for large number of users
-     Easy administration for campaign responses
-     Flexible HTTP over XML based communications interface with bulk-SMS
provider gateway
-     H.323 based protocol interface with VoIP switch/router such as Cisco 5300
-     Comprehensive reports and analysis tools

GMG WILL SUPPORT FOLLOWING MAJOR FUNCTIONALITY MODULES
------------------------------------------------------

1.     Account Administration
2.     Campaign Management
3.     List Management:
4.     Message Creation and management
5.     Reports and Analysis
6.     Response Admin
7.     Voice and Text communications module

ACCOUNT ADMINISTRATION
----------------------

This module will allow the administrator to create and manage various system
accounts such as account details Password change, User profile update etc. In
addition, it will allow the administrator to view account usages and account
balance figures if the system is associated with any prepaid bulk -SMS provider.


CAMPAIGN MANAGEMENT
-------------------

Following three are the options for campaign management.

1.     Scheduled Campaign
2.     Run a Campaign
3.     Search Campaign

SCHEDULED CAMPAIGN
With this set of functionality, the system user can schedule a voice or text
message based campaign.

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TEXT CAMPAIGN SCHEDULING
-     Send text message to a large number of subscribers.
-     Select text message from the message bank or create one.
-     Select list of groups to whom the message will be delivered
-     Select list from the system or import numbers from external sources.
-     Add recipient audience list as Individual phone number.
-     Import subscriber groups/individual numbers from the address book.
-     User can also specify alternate numbers, if dialed number will not respond
positively the time of at campaign.
-     User can set the date & time for the starting of a campaign.
-     The system will generate a campaign identification number for the reports
and history purposes.

This campaign will send text message (selected by the user) to all recipients at
scheduled date & time via bulk SMS provider using HTTP over XML protocol
interface. Detailed description of this interface functionality is described in
the 'Voice and Text Gateway' section.

     VOICE CAMPAIGN SCHEDULING
-     Send voice message to large number of subscribers.
-     Attach voice message from message bank to this campaign or create one.
-     Select list of groups to whom the message will be delivered
-     Select list from the system or import numbers from external sources.
-     Add recipient audience list as Individual phone number.
-     Import subscriber groups / individual numbers from the address book.
-     User can also specify alternate numbers, if dialed number will not respond
positively at the time of the campaign.
-     User can set the date & time for the starting of a campaign.
-     The system will generate a campaign identification number for the reports
and history purposes.

This campaign will call user and playback the voice message (selected by the
user) to all recipients at scheduled date & time via H.323 based VoIP
router/switchDetailed description of this interface functionality is described
in the 'Voice and Text Gateway' section.

RUN A CAMPAIGN
-     Provides an option to run a campaign now.

SEARCH CAMPAIGN
-     Provides search facility for past campaigns
-     Searching capabilities based on Campaign ID, Campaign type, Scheduled
Date\Time.


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CONTACT MANAGEMENT
------------------

This module, allows the user to manage existing contacts within the system as
well as import contact numbers from external sources. It offers complete
address-book capabilities for each contact such as telephone numbers, carrier,
name, email address etc.
Following two are the options for Contact management.

1.     Manage Contacts
2.     Import Contacts

MANAGE CONTACTS:
-     Create a new contact and add as a recipient.
-     Add a contact to a pre-define group.
-     Find complete detail about selected group or selected contact.
-     Search, sort and edit facility for groups as well as individual contact.

IMPORT CONTACTS:
-     Create address-book from a file on the server
-     User can upload existing contact file to create List or Groups.


MESSAGE CREATION AND MANAGEMENT
-------------------------------

It is a message manager, which manages all the messages in both Text / Voice
format.

Following two are the options for Message management.

1.     Voice Message
2.     Text Message

VOICE MESSAGE:

-     User can create new Voice message in message bank.
-     Edit existing message
-     View complete description of the message.
-     View usage of selected message.
-     Create voice file for message, using online 'record' and 'playback'
facility.
-     Create voice message by importing existing voice file from the computer.
TEXT MESSAGE:

-     User can create Text message using this console.
-     Edit existing message
-     View complete description of the message.
-     View usage of selected message.
-     Create Text message by importing existing Text file from the computer.

VOICE AND TEXT COMMUNICATIONS MODULE
------------------------------------

In order to send the message (voice or text) associated with a campaign at a
given time, the GMG will offer a communications module consisting of text
message and VoIP communications protocol interfaces.

TEXT MESSAGING:
For sending text messages, GMG will leverage the network coverage and carrier
inter-connectivity provided by the bulk-SMS providers.

Bulk-SMS provider usually requires an inter-working relationship with the
message sending organization prior to accepting messages and forwarding them to
appropriate destination number.

GMG will support HTTP over XML protocol to exchange text messages and associated
signaling with the bulk-SMS provider.

VOICE MESSAGING:
GMG will send voice messages associated with a campaign at scheduled time by
interfacing with a VOIP router/switch.

It will support H.323 based call setup capabilities to request the VoIP switch
to setup a call to a recipient telephone number and when a successful call setup
notification is received, GMG will play the appropriate voice message.

It will also have the capabilities to play an alternative voice message if the
call is not answered by the recipient but by an answering machine. In case of
call being answered by the fax machine then GMG will not play any voice file
instead it will request the VoIP switch to disconnect the call.


REPORTS AND ANALYSIS
--------------------

With this set of functionalities, the user can retrieve reports of campaign
conducted in the past as well as other campaign related parameters. It also
offers dedicated reporting tool for the messages used in the past. Following two
are the options for Report management.

1.     Campaign History
2.     Message History

CAMPAIGN HISTORY:

This option will provide reports and history for a selected campaign. This
history will provide following details to the users.

1.     Campaign Name
2.     Scheduled date for the campaign.
3.     Recipient group associated with the campaign.
4.     Campaign type (either voice / text)
5.     Name of the Message used with the campaign.
6.     Length of the message
7.     Total # of contacts.
8.     Total # of replied calls
9.     Reply ratio for the campaign
10.     Individual call record include:
- Telephone Number
-  Called date & time
-  Reply (Yes/No)
-  Call duration  (Ver 1.0)
-  Action code   (Ver 1.0) DTMF tones pressed during the call.

MESSAGE HISTORY:

This option will provide reports and history for all messages used in campaigns.
This history will provide following details to the users.
1.     Message type.
2.     Message description for selected message
3.     Message usage in campaigns
4.     Complete information about message.
5.     File information if any file is used in the message creation

RESPONSE ADMIN
--------------

It offers management capabilities for response received by the targeted
recipients. It offers the customer service rep or the system user to enter
response related information for a specific campaign as well as Import Response
for specific Campaign.