**WHOLESALE
      AGREEMENT MADE AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUÉBEC WITH
      AN EFFECTIVE DATE OF**


**_____________________________**


**BY
                  AND BETWEEN:**
              **TÉLIPHONE
                    INC.,**a
                    body politic and corporate, duly incorporated according to law,
                    having a
                    place of business at 1080 Côte du Beaver Hall, suite 1555, Montreal,
                    Quebec, H2Z 1S8, herein represented by**George
                    Metrakos**,
                    President, duly authorized as he so declares,hereinafter
                  referred to as**“TÉLIPHONE”****AND:**
              **9151-4877
                    Quebec Inc., also known as “Dialek Telecom”.,**a
                    body politic and corporate duly incorporated according to law,
                    having a
                    place of business at 6 Wellington Sud, suite 302, Sherbrooke,
                    QC, Canada
                    J1H 5C7, herein represented by**Lukas
                    Dufault,**President,
                    duly authorized as he so declares,hereinafter
                  referred to as**“Wholesaler”**








**PREAMBLE**








**WHEREAS** Téliphone
      is in the business of providing Voice Over Internet Protocol (VoIP) service
      such
      that telephone communications may be effected through the use of wireless or
      wired high speed Internet and is an importer of the hardware devices required
      for delivery of the service (the “ **Product** ”)





**WHEREAS** Wholesaler
      wishes to obtain the right to distribute a White Label VoIP version of the
      Product known as “Dialek” (“ **White
      Label Product** ”)
      throughout Canada and the United States **(** the **“Territory”)** on the
      terms and subject to the conditions herein contained.





Whereas
      the parties wish to set forth their rights and obligations pertaining to the
      right of distribution of the White Label Product in the Territory and have
      agreed to cause the product to be marketed in conformity with the terms and
      conditions as provided herein;










**WHEREFORE
      THE PARTIES HERETO HAVE AGREED AS FOLLOWS:**





**1.**  The
      Preamble hereinabove stated shall form an integral part of the present Agreement
      as if recited herein at length;





**2**. **Definitions**





2.1.
      END
      USER:  These
      are
      members of the public who elect to gain access to a device for telephone
      communication through the use of VoIP who are charged for the use of the
      product;





2.2.
      RECURRING REVENUES: This is the revenue being received by the Wholesaler from
      their White Label Subscriber payable to the Wholesaler based on the services
      purchased from Wholesaler.





2.3.
      RECURRING COSTS: This is the cost being paid to Teliphone by wholesaler based
      on
      the services purchased from Wholesaler by their White Label
      Subscribers.





2.4.
      RE-SELLER: a Re-Seller is a company or individual who will sell the White Label
      Product in The Territory pursuant to authorization emanating from the
      Wholesaler.





2.5.
      RETAIL OUTLETS: Means a commercial place of business selling electronic,
      computer, telecommunications and related accessories and services with permanent
      retail store frontage serving commercial enterprises and the consumer public
      whose purposes is to invite the general public to enter their premises in order
      to demonstrate and offer for sale products and services such that the Product
      and the White Label Product may be promoted in the Territory.





2.6.
      SERVICES: Services include but is not limited to the following items that can
      be
      purchased by the White Label Subscriber in order to make and receive calls
      from
      the various White Label Products:


·
            Monthly
                Single Point of Contact (SPC)
                services


·
            Monthly
                Basic VoIP calling services


·
            Monthly
                Unlimited VoIP long distance calling
                packages


·
            Monthly
                Limited VoIP long distance calling
                packages


·
            Long
                distance calling on a per minute charge
                basis


·
            Monthly
                Cellular phone (iPCS) local air time calling
                services


·
            Additional
                local air time calling services on a per minute
                basis


·
            Cellular
                phone (iPCS) long distance air time calling
                services






2








2.7.
      SUB-TERRITORY: Shall mean a region as defined by its telephone area code located
      within the Territory.




2.8.
      TERRITORY: Shall mean the countries of Canada and The United States of
      America.




2.9.
      VoIP:  Voice
      Over Internet Protocol consists of a form of voice communication through the
      use
      of high speed internet, wireless internet (wi-fi), router, gateway, portable
      and
      desktop communication devices




2.10.
      WHITE LABEL BACK-OFFICE: means an internet portal supplied by Teliphone where
      White Label Product Subscribers may gain access to all of their private records
      through the use of internet, such records emanating from Teliphone’s central
      serving system which would allow Wholesaler to determine what amounts and or
      information to determine whatever information that they’re entitled to get
      within the agreements made with Teliphone.




2.11.
      WHITE LABEL SUBSCRIBER: This is any End User of the White Label version of
      the
      Téliphone VoIP or Cellular service in good payment standing who elects to
      complete or receive a telephone call using a telephone device which is being
      made available by Wholesaler.








**3.
      APPOINTMENT OF WHOLESALER**


3.1.
        Teliphone appoints the Wholesaler as a White Label Product Wholesaler in
        the
        Territory upon the terms and conditions herein set out and Wholesaler hereby
        accepts such appointment.
 
 3.2.
        Wholesaler may promote and sell its White Label Product in The Territory
        to
        their existing client base. Wholesaler may also look to sell outside its
        existing client base. This is permissible provided that Wholesaler does not
        promote and sell its White Label Product through Retail Outlets without prior
        written consent of Teliphone whose consent will not be unreasonably withheld.
        Teliphone reserves the right to disallow Wholesaler to sell or promote its
        White
        Label Products to Retail Outlets should Teliphone feel that its presence
        may in
        any way negatively impact Teliphone’s own sales and promotional
        activities.


**4.
      DETAILS OF SALES ACTIVITIES WITHIN THE TERRITORY**




3





4.1.
      Wholesaler acknowledges that on a prior date, Teliphone has entered into
      agreement with Distribution Car-Tel Inc. (“Car-Tel”) in order to provide VoIP
      services in the Territory to Business and Residential Clients and as a
      consequence thereof renounces to any claim or beneficial interest and or right
      with respect to any revenues derived from the activities of Teliphone and
      Car-Tel.





4.2.
      Wholesaler cannot sell their White Label Product in the Sub-Territory of the
      city of St-Hyacinthe, Province of Quebec through Retail Outlets until October
      1,
      2005.





4.3.
      Wholesaler cannot sell their White Label Product in the Sub-Territory of the
      city of Laval, Province of Quebec to Business customers until November 1,
      2005.





4.4.
      Wholesaler shall be granted the exclusive right to sell their White Label
      Product in the Sub-Territory of Sherbrooke, Quebec for a period of 6 months
      upon
      the signing of this agreement. This means that Teliphone will not promote its
      Teliphone brand of products and services in the Sub-Territory of Sherbrooke
      during this time.





4.5.
      Wholesaler is entitled to sell their White Label Product to any Retail Outlets
      only within the Sub-Territory of Sherbrooke, Province of Quebec, Canada. This
      includes the geographic territory encompassing cities that are considered local
      to Sherbrooke, including the cities found in Schedule “A”.





4.6.
      Wholesaler may purchase all inventories of hardware devices for the White Label
      Product from Teliphone at Teliphone’s landed cost. Payment will be made as per
      the terms and conditions outlined in section 7. The current pricing of White
      Label Product hardware devices can be found in Schedule “A”. Consequently,
      Teliphone reserves the right to decline to accept any orders from Wholesaler
      if;





a)
      if the
      credit worthiness of the Wholesaler is not considered to be appropriate,
      Teliphone reserving in its sole discretion to determine the appropriate credit
      credentials or;





b)
      For
      any other commercial reason arising out of current market
      circumstances.





4.7.
      Wholesaler reserves the right to purchase other hardware devices for its White
      Label product, upon written approval from Teliphone, once Teliphone has been
      provided a reasonable amount of time to fully evaluate said hardware.
      Teliphone’s consent for use of different hardware for Wholesaler’s White Label
      product will not be unreasonably withheld.





**5.
      RE-SELLERS / ASSIGNMENT**




4





5.1.
      Teliphone hereby grants to the Wholesaler the right to appoint persons or
      companies as its Re-Sellers of the White Label Product, provided however that
      the appointment by the Wholesaler of one or more Re-Sellers shall not relieve
      the Wholesaler of its obligations hereunder. Teliphone shall be requested in
      writing for its consent for such appointment, which consent will not be
      unreasonably withheld.





**6.
      REQUIRED TELIPHONE SUBSCRIBER SALES**





6.1.
      Wholesaler shall purchase directly from Teliphone the minimum quantities of
      the
      Product intended for Sherbrooke, Quebec and hereby warrants and represents
      that
      it shall cause sales to occur to Sherbrooke White Label Product Subscribers
      by
      achieving activations of Business Clients and or End Users of a White Label
      Product activation with the following minimum quantities provided
      for:





a)
            100
                by upon the signing of this
                agreement


b)
            500
                within 3 months of the signing of this
                agreement


c)
            1000
                within 5 months of the signing of this
                agreement





6.2.
      Should Wholesaler not achieve activations of the required number of White Label
      Product Subscribers within the minimum quantities provided for in 6.1 above,
      the
      Wholesaler shall forfeit its right to the exclusivity of Sherbrooke, Quebec
      as
      outlined in 4.3. above.





6.3.
      Teliphone agrees to provide the Wholesaler the product as ordered subject to
      the
      terms of this agreement and will use its best efforts to cause the Product
      to
      meet all End User and Business client requirements.





6.4.
      Wholesaler hereby warrants and represents that it hereby agrees to the pricing
      as set by Teliphone under schedule “C” which pricing may be modified from time
      to time at the sole discretion of Teliphone.





7 **.
      SHIPPING AND PAYMENT ARRANGEMENTS**





7.1.
      White Label Products will be shipped to one destination supplied by the
      Wholesaler upon receipt by Teliphone of the Wholesaler’s purchase order. The
      product shall be sold F.O.B. Teliphone’s warehouse.





7.1.1.
      Terms of payment will pre-paid upon receipt of order.





7.2.
      Teliphone will invoice Wholesaler for the number of activated accounts and
      their
      respective services at the end of each month payable upon receipt of invoice.
      Wholesaler will maintain a pre-paid bank for all long distance minutes used
      by
      their End Users, which Wholesaler shall monitor in order to ensure that there
      always remains a credit balance.




5





**8.
      RESPONSIBILITIES OF THE WHOLESALER**





The
      Wholesaler agrees that during the term of this Agreement, it shall:





8.1.
      Comply and cause all its Re-Sellers or parties appointed by it to comply with
      all applicable laws in the Territory relating to the advertising, distribution
      and sale of Products and with the terms and conditions of this
      Agreement.





8.2.
      Devote its best efforts to the performance of its obligations under this
      Agreement.





8.3.
      Make
      every reasonable effort and use proper means to develop the market potential
      for
      trade in the White Label Product and actively solicit the activation by End
      Users.





8.4.
      Teliphone shall provide Wholesaler with their White Label Product End User
      account access, through the transfer of all required user names and passwords
      such that Wholesaler can properly support its White Label Product End
      Users.





**9.
      TERM AND TERMINATION**




9.1
      TERM. This
      Agreement shall commence on the date hereinabove and remain in effect for an
      initial period of one (1) year from the effective date. This agreement shall
      automatically renew successive one-year terms, unless either party provides
      written notice to the other party not less than ninety (30) days prior to the
      end of the Initial Term, or end of successive renewal terms. ****** In
      the
      case of dissolution of this contract, Wholesaler will be entitled to commissions
      on recurring revenues for as long as the White Label Subscriber that existed
      prior to the dissolution of this contract remains a client in good standing
      on a
      continuous basis of Teliphone.





9.2
      TERMINATION BY EITHER
      PARTY. ** Either
      party (the “Non-Defaulting Party”) may terminate this Agreement by providing at
      least thirty (30) days prior written notice to the other party (the “Defaulting
      Party”) upon the occurrence of any of the following events:





(a)
            the
                Defaulting Party is in default in the performance of any of its
                obligations under this Agreement or breaches any provision hereof
                and such
                default or breach continues after at least ten (10) following receipt
                of
                written notice of such default or breach from the Non-Defaulting
                Party to
                the Defaulting Party.




(b)
            the
                conviction in any court of competent jurisdiction of either party
                or any
                employee, shareholder, director or officer of either party for any
                crime
                or violation of law if, such conviction is likely to adversely affect
                the
                operation or business of the other party or tend to be harmful to
                the
                goodwill or reputation of the other
                party.




6


(c)
            Any
                conduct or practice by either party, its directors, officers, employees
                or
                shareholders, which is injurious to the goodwill or reputation of
                the
                other party.




(d)
            Either
                party commits, participates or acquiesces in any fraudulent or improper
                actions in regards to this agreement;




**10.
      CONFIDENTIALITY.**




10.1.
      " Confidential
      Information **"** means
      any business and technical information disclosed by either party to the other
      party, either directly or indirectly, in writing, orally or by inspection of
      tangible objects (including without limitation concepts, designs, documents,
      prototypes or samples), which is designated as "Confidential," "Proprietary"
      or
      some similar designation or is disclosed under circumstances which indicate
      its
      confidential nature. Confidential Information may also include third party
      confidential information. Confidential Information will not include any
      information which





(i) was
      publicly known and made generally available in the public domain prior to the
      time of disclosure by the disclosing party;





(ii) becomes
      publicly known and made generally available after disclosure by the disclosing
      party to the receiving party through no action or inaction of the receiving
      party;





(iii) is
      already in the possession of the receiving party at the time of disclosure
      by
      the disclosing party as shown by the receiving party's files and records
      immediately prior to the time of disclosure;





(iv) is
      obtained by the receiving party from a third party without a breach of such
      third party's obligations of confidentiality; or





(v) is
      independently developed by the receiving party without use of or reference
      to
      the disclosing party's Confidential Information, as shown by documents and
      other
      competent evidence in the receiving party's possession.







10.2.
      Non-use and Nondisclosure .
      Each
      party agrees not to use any Confidential Information of the other party for
      any
      purpose except to perform its obligations or exercise its rights under this
      Agreement. Each party agrees not to disclose any Confidential Information of
      the
      other party to third parties or to such party's employees, except to those
      employees or consultants of the receiving party who are required to have the
      information. Nothing in this Section precludes either party from disclosing
      the
      other party’s Confidential Information as required by law or a legal
      process.





7




10.3.
      Maintenance of Confidentiality .
      Each
      party agrees that it will take reasonable measures to protect the secrecy of
      and
      avoid disclosure and unauthorized use of the Confidential Information of the
      other party. Without limiting the foregoing, each party will take at least
      those
      measures that it takes to protect its own most highly confidential information
      and will ensure that its employees and independent contractors who have access
      to Confidential Information of the other party have signed a non-use and
      non-disclosure agreement in content similar to the provisions hereof. Each
      party
      will reproduce the other party's proprietary rights notices on any such approved
      copies, in the same manner in which such notices were set forth in or on the
      original.





**11.
      GENERAL AND CONCLUDING PROVISIONS**





11.1.
      This agreement shall ensure to the benefit of and be binding upon the parties
      hereto, and their respective heirs, legatees, executors, legal representatives,
      successors and assigns.





11.2.
      This Agreement contains the entire agreement among the parties with respect
      to
      the transactions contemplated herein, and supersedes all prior negotiations,
      agreements and undertakings.





11.3.
      This Agreement may be executed in two or more counterparts each
      of
      which shall be deemed an original and all of which together shall constitute
      one
      and the same Agreement. F axed
      signatures of the parties shall be valid and binding, however, the parties
      hereto agree to provide the original of their signature to this Agreement to
      each of the other parties thereafter.





11.4.
      All
      notices in connection with this Agreement shall be in writing and either
      hand-delivered or mailed by registered or certified mail and shall be sent
      to
      all of the parties hereto.  Any such notice shall be deemed to have
      been
      received on the earlier of the date of the hand-delivery or on the fifth (5th)
      business day following the date indicated on the proof of mailing. 
      The
      respective addresses for such notices are:





**Téliphone
      Inc**


1080
      Côte
      du Beaver Hall, suite 1555


Montreal,
      Quebec H2Z 1S8


**Attention:
      George Metrakos**


Telephone
      (514) 313-6010


Fax
      (514)
      313-6001


E-mail:
      gmetrakos@teliphone.ca




8





**Wholesaler**


**9151-4877
      Quebec Inc.,** **Dialek
      Telecom**


**6,
      Wellington Sud, suite 302**


**Sherbrooke,
      Quebec J1G 5C7**


Attention :
      Lukas Dufault


Telephone
      (819) 340-1199


Fax
      (819)
      340-1198


E-mail :
      ldufault@dialektelecom.ca








11.5.
      This Agreement shall be construed in accordance with the laws of the Province
      of
      Quebec and Canada.





11.6.
      This Agreement may be amended only by written agreement duly executed by all
      parties hereto.





11.7.
      The
      parties shall furnish and deliver from time to time such documents, and writings
      as may reasonably be required as necessary or desirable to complete this
      Agreement and to give effect to its provisions.





11.8.
      The
      parties agree to do and cause to be done such acts, deeds, documents and/or
      corporate proceedings as maybe necessary or desirable to complete this
      Agreement, and to give effect to its provisions.





11.9.
      In
      the event the majority control of the shares in Teliphone is sold to a third
      party and or in the event that the sale of the assets of Teliphone occurs,
      it is
      understood and agreed that the rights and obligations provided for the benefit
      of the Wholesaler under this agreement shall form the subject of a specific
      clause under such future agreements whereby the new controlling shareholders
      and
      or the purchaser of the assets assumes all financial obligations of Teliphone
      as
      provided for herein.





11.10.
      The parties hereto have requested that the present Agreement be drafted in
      the
      English language. Les parties déclarent qu’ils ont requis que la présente
      entente soit rédigée dans la langue anglaise.





9





**WHEREFORE
      THE PARTIES HERETO HAVE SIGNED WITH DATE EFFECTIVE ON THE DATE AND PLACE FIRST
      MENTIONED HEREINABOVE.**








**TÉLIPHONE
      INC**      **Wholesaler:
      Dialek Telecom**





**per:**        **per:**




/s/
      George
      Metrakos                                                     
           /s/ Lukas DuFault


**_________________________**   **__________________________**


**George
      Metrakos, President**    **Lukas
      Dufault, President**


10


**SCHEDULE
      “A” - Local cities to Sherbrooke, Quebec**


Asbestos,
                QCAyer's
                Cliff, QCBishopton,
                QCBromptonville,
                QCBury,
                QCChartierville,
                QCCoaticook,
                QCCompton,
                QCCookshire,
                QCDanville,
                QCDeauville,
                QCEast
                Angus, QCEast
                Hereford, QCEastman,
                QCLa
                Patrie, QCLawrenceville,
                QCMagog,
                QCMansonville,
                QCNorth
                Hatley, QCRichmond,
                QCRock
                Island, QCSawyerville,
                QCScotstown,
                QCSt-Adolphe-de-Dudswell,
                QCSt-Malo,
                QCStoke,
                QCStratford,
                QCValcourt,
                QCWaterville,
                QCWeedon,
                QCWindsor,
                QCWotton,
                QC


11


SCHEDULE
      “B”





Teliphone’s
      landed costs for White Label Product hardware devices effective March 20,
      2005:





Teliphone wi-fi:
            US$135.00TeliphoneLine single port:
            US$68.00TeliphoneLine dual port:
            US$85.00











12




SCHEDULE “C”


Effective
      February 6, 2005





**Item**
            **Residential
                / SOHO**
            **Commercial
                / Enterprise****Rate
                Plan**Single
              Point of Contact**
            $5.00/mth
            $5.00/mthBasic
                VoIP
                Service
              Unlimited
                within Teliphone local area***
            $14.95/mth
            $14.95/mthUnlimited
              Quebec
            $4.95/mth
            $9.95/mthUnlimited
              North
              America****
            $9.95/mth
            $19.95/mth**Additional
                Services**Extra
              handset attributed to same numberAdditional
              monthly charge
            $4.95/mth
            $4.95/mthExtra
              phone number on same handset
            $4.95/mth
            $4.95/mthActivation
              charge per line
            Currently
                Free
            $19.95





*
      Includes a $30 long distance credit upon activation.





**PC,
      Single Point of Contact, includes a phone number, FollowMe Call forwarding
      and
      Voice Mail.





***
      Local
      area includes Montreal, Sherbrooke, St-Hyacinth, Toronto and New York. Future
      Canadian cities will be added to the local coverage area.





****
      Includes Continental US and Canada.


13


SCHEDULE
      “D”





Teliphone
      will provide VoIP services to Wholesaler for the following prices:





Basic
      VoIP line, within Teliphone’s local calling area (Montreal, New York and
      Toronto), including Single Point of Contact for Cdn$12.97.





Basic
      VoIP line as above, including unlimited calling within the Province of Quebec
      or
      Province of Ontario for Cdn$16.19.





Basic
      VoIP line as above, including unlimited calling within the Continental US &
      Canada for Cdn$19.44.





Teliphone
      will provide to Wholesaler its long distance services at a discount of 10%
      off
      of Teliphone’s posted retail rates.





WHOLESALER
      will also acknowledge that if Teliphone services are sold to a Call Center
      customer, then WHOLESALER’s Call Center customers cannot subscribe to unlimited
      long distance packages and must negotiate a per minute Long Distance rate with
      Teliphone.