**DISTRIBUTION
      AGREEMENT MADE AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUÉBEC WITH
      AN EFFECTIVE DATE OF MARCH 1st, 2005**





**BY
                AND BETWEEN:**
            **TÉLIPHONE
                INC.,**a
                body politic and corporate, duly incorporated according to law, having
                a
                place of business at 1080 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:**
            **MSBR
                Communications Inc.,**a
                body politic and corporate duly incorporated according to law, having
                a
                place of business of at 710 Richelieu #105, Beloeil QC, Canada J3G
                5E8,
                herein represented by Benoit Ratthé**,**President,
                duly authorized as he so declares,hereinafter
                referred to as**“DISTRIBUTOR”**____________________________________







**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** Distributor
      wishes to obtain an exclusive right to distribute the Product throughout the
      province of Quebec **(** the **“Territory”)** through
      Retail Outlets and Teliphone’s web site 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 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.
      BUSINESS CLIENTS: A business client is an end user of the Product and may be
      a
      moral person or partnership or association or company with limited liability
      who
      may require multiple telephone lines and other services which the normal private
      consumer would not be using.





2.2.
      DISTRIBUTOR BACK-OFFICE: means an internet portal supplied by Teliphone where
      Teliphone 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 a Distributor to determine what amounts and or
      information to determine whatever information that they’re entitled to get
      within the agreements made with Teliphone.





2.3.
      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;





2.4.
      INTERNET SALE: An internet sale occurs when a prospective customer whose
      principal address is within the Territory becomes a Teliphone Subscriber through
      the purchase of the Product via Teliphone’s web site.





2.5.
      PROMOTION MATERIAL: This is advertising information that may be made available
      through various means to identify the availability of VoIP products and
      services, and without limiting the generality of the nature of this material,
      it
      may include doorway stickers, posters, table tents, brochures, pamphlets,
      business cards, web portal, prepaid telephone service card, etc. wherein the
      logo of Téliphone may be displayed and promoted.





2.6.
      RECURRING REVENUES: This is the revenue being received by Teliphone from the
      Teliphone Subscriber payable to Téliphone based on the services purchased from
      Teliphone





2.7.
      RE-SELLER: a Re-Seller is a company or individual who will sell The Product
      in
      The Territory pursuant to authorization emanating from the
      Distributor





2


2.8.
      RE-SELLER BACK-OFFICE: means an internet portal supplied by Teliphone where
      Teliphone 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 a Re-Seller to determine what amounts and or
      information to determine whatever information that they’re entitled to get
      within the agreements made with the Distributor.





2.9.
      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
      may be promoted in the Territory.





2.10.
      SERVICES: Services include but is not limited to the following items that can
      be
      purchased by the Teliphone subscriber in order to make and receive calls from
      the various Teliphone 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





2.11.
      SUBSCRIBER BACK-OFFICE:  Means
      an
      internet portal supplied by Teliphone where Teliphone 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 allows the subscriber to
      instantly obtain copy of detailed record of calls, charges incurred to date,
      payments received by Teliphone from subscriber, and any other information that
      may from time to time be made available by Teliphone for the use by Subscriber





2.12.
      SUB-TERRITORY: Shall mean a region as defined by its telephone area code located
      within the Territory.







3




receive
      a
      telephone call using a telephone device which is being made available by
      Téliphone. Only Teliphone Subscribers whose principal location entered in their
      account as residing within the Territory will be considered in this
      agreement.





2.14.
      TERRITORY: Shall mean the Province of Quebec





2.15.
      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





**3.
      APPOINTMENT OF DISTRIBUTOR**





3.1.
      Teliphone appoints the Distributor as its exclusive distributor in the Territory
      for Sales through Retail Outlets and Teliphone’s Web Site upon the terms and
      conditions herein set out and Distributor hereby accepts such
      appointment:





3.2.
      PROVISION FOR EXISTING TELIPHONE RESELLERS IN THE TERRITORY. The Distributor
      acknowledges that there exists agreements in place with Re-Sellers in the
      Territory, said agreements are identified in Schedule “A” annexed hereto.
      Teliphone undertakes to use its best efforts to transfer all rights and
      obligations under these agreements to the Distributor. Distributor warrants
      and
      represents that it will respect the terms and conditions so transferred.
      Distributor is hereby authorized to re-negotiate existing agreements with the
      Re-Sellers and Teliphone will use its best efforts to assist in such
      negotiations by acting as a mediator to attempt to resolve any cause of dispute
      or misunderstanding with the respect to the orderly transfer of the rights
      and
      obligations that is provided for under this agreement.





3.3.
      Teliphone agrees to issue a letter in form and content as identified in schedule
      “B” annexed hereto and provide copy of same to Distributor. Distributor
      acknowledges that the Re-Seller may prefer to continue purchasing directly
      from
      Teliphone and not from Distributor. In the event such sales occur, Teliphone
      shall provide copy to Distributor of all such transactions in order that the
      Distributor receives their portion of any recurring revenues that may be derived
      from the marketing of the product by the Re-Seller. Consequently, Distributor
      shall receive the commissions payable as defined in Schedule “A”.





3.4.
      The
      distributor acknowledges having received all agreements that exist between
      Teliphone and Re-Sellers and notice of the present assignment and subrogation
      in
      the form as set forth in schedule “B” shall immediately be sent to the
      Re-Sellers upon signing of this agreement.





4




3.5.
      Teliphone may continue to supply, sell and receive payments directly from the
      Re-Sellers for the Product. It is the desire and intention of the parties hereto
      to cause
      such activity to be the exclusive domain of the Distributor. Consequently,
      both
      parties shall use their best efforts in good faith to re-direct the sale and
      supply of the Product such that only the Distributor is providing the Re-sellers
      with the Product and not Teliphone.





3.6.
      INTERNET SALES WITHIN THE TERRITORY. Distributor will be entitled to the 25%
      commissions on Recurring Revenues for all internet sales made within the
      Territory to Teliphone Subscribers whose principal address is within the
      Territory. Distributor will not receive any commissions on the hardware devices
      sold.





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





4.1.
      Distributor acknowledges that Teliphone has appointed a wholesaler known as
“GH”
      in order to provide VoIP services and long distance services at a wholesale
      level in the Territory to Business 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 GH. As a result of this
      appointment, existing Teliphone Re-Sellers such as AR Wiring Solutions (ie.
      Re-seller for Business Clients) will fall under the management of GH. GH will
      not be permitted to sell through Retail Outlets without prior approval by
      Distributor, nor can they sell to private consumer clients without prior written
      consent of Distributor and Teliphone whose consents will not be unreasonably
      withheld.





4.2.
      Teliphone has developed a white-label partnership with NCTel Telecom /
      (Additional Trade Name: Dielek Telecom) (“NCTel”). NCTel is permitted to sell
      their white-label version of the Teliphone product with the following
      conditions:





a)
      NCTel
      cannot sell their product in Retail Outlets in the city of St-Hyacinthe,
      Province of Quebec.





b)
      NCTel
      cannot sell their version of the Teliphone product in any Retail Outlets outside
      of city of Sherbrooke, Province of Quebec without the prior written consent
      of
      Teliphone and its Distributor. Teliphone will work with Distributor in order
      to
      ensure that any approved Retail Outlet sales by NCTel does not damage or hinder
      any Sales and Marketing initiatives currently underway by
      Distributor.





c)
      Distributor cannot sell Teliphone’s products and services in the city of
      Sherbrooke, Province of Quebec until November 1, 2005.





4.3.
      Distributor acknowledges that as they sell the product, there is initially
      a
      substantial negative financial burden which is assumed by Teliphone, namely
      that
      Teliphone must


5






a)
      It is
      not in the interest of Teliphone from an economic point of view,
      or;





b)
      If the
      timing for the commencement of the business is inappropriate, Teliphone, its
      Distributor and, if necessary, an independent mediator will determine the
      appropriate timing, or;





c)
      If the
      Re-Seller is not deemed appropriate, Teliphone, its Distributor and, if
      necessary, an independent mediator will determine the appropriateness of the
      Re-Seller, or;





d)
      if the
      credit worthiness of the Re-Seller is not considered to be appropriate,
      Teliphone reserving in its sole discretion to determine the appropriate credit
      credentials or; Teliphone must demonstrate inappropriate credit worthiness
      by
      means of credit verification services to Distributor.





e)
      For
      any other commercial reason arising out of current market circumstances.
      Teliphone will demonstrate to Distributor the severity of the market
      circumstance which will necessitate such an action.





4.4.
      As
      part of Teliphone’s Sales and Marketing Plan in the Territory, Teliphone may
      sell direct to Wholesalers. As a consequence, Distributor thereof renounces
      to
      any claim or beneficial interest and or right with respect to any revenues
      derived from the activities of Teliphone and Wholesalers. Teliphone, however,
      will not supply to any wholesalers who in turn will re-sell Teliphone’s products
      and services through Retail Outlets. Should Teliphone sell to Wholesalers
      (except noted in 4.1. above) that are not selling to Business Clients in The
      Territory, then Distributor shall receive a monthly commission of 10% of the
      Wholesaler’s cost, to a minimum of $1.00 on the Basic VoIP monthly service
      price.





**5.
      RE-SELLERS / ASSIGNMENT**





5.1.
      Teliphone hereby grants to the Distributor the right to appoint persons or
      companies as its Re-Sellers of the Product, provided however that the
      appointment by the Distributor of one or more Re-Sellers shall not relieve
      the
      Distributor 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





6.1.
      Distributor shall purchase directly from Teliphone the minimum quantities of
      the
      Product and hereby warrants and represents that it shall, on a best effort
      basis, cause sales to occur to Teliphone Subscribers by achieving End User
      activations.





6.2.
      It
      is understood by both parties that there are many external factors that may
      influence sales objectives, such as competitive activity, amounts of investment
      in branding and promotion, inventory considerations for opening up new
      retailers, area code availabilities within Teliphone’s ability to cover the
      Territory, etc. As a result, quantities related to objectives in 6.1. above
      will
      be established based on a marketing plan produced by both Parties by the 31st
      of
      December, 2005.





6.3.
      Distributor 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. Teliphone shall demonstrate to
      Distributor a valid reason for making any changes to the pricing structure
      outlined in schedule “C”.





**7.
          RESPONSIBILITIES OF TELIPHONE**





7.1.
      Teliphone will, on a best effort basis, ensure that it supplies to Distributor,
      within reasonable lead times befitting the product or service offering, all
      products and services as ordered and required by Distributor in order for it
      to
      deliver on its responsibilities as outlined in section 6 above.





8.
      SHIPPING AND PAYMENT ARRANGEMENTS





8.1.
      Products will be shipped to one destination supplied by the Distributor upon
      receipt by Teliphone of the Distributor’s purchase order. The product shall be
      sold F.O.B. Teliphone’s warehouse.





8.1.1.
      Terms of payment will be COD.





8.2.
      Teliphone will pay Distributor all commissions within 15 days of month end
      as
      per Schedule “D”. Paragraph 4.5 is also subject to the payment agreement
      described in this paragraph 7.2.





**9.
      RESPONSIBILITIES OF THE DISTRIBUTOR**





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





9.1.
      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.




7





9.2.
      Request approval from Teliphone on all marketing and promotional material prior
      to distribution.





9.3.
      Devote its best efforts to the performance of its obligations under this
      Agreement





9.4.
      Make
      every reasonable effort and use proper means to develop the market potential
      for
      trade in Product and actively solicit the activation by End Users.





9.5.
      Share in marketing, promotion and advertising costs as agreed upon with
      Teliphone on a case by case basis.





9.5.1.
      In
      the case of demonstration phones, Distributor will cover 100% of Teliphone’s
      cost of the hardware required for the demonstration unit. Teliphone will pay
      for
      a free unlimited local calling only on the demonstration unit. The number of
      demonstration units in circulation will be determined on a case by case basis
      by
      Teliphone and Distributor.





9.5.2.
      Distributor will provide Teliphone with banner advertising throughout its
      network of web sites.





9.6.
      Develop, promote and maintain with End Users, the goodwill and reputation of
      Teliphone and its products and services.





**10.
      TERM AND TERMINATION**




10.1
      TERM. This
      Agreement shall commence on the date hereinabove and remain in effect for an
      initial period of two (2) 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 (90) days prior to the
      end of the Initial Term, or end of successive renewal terms. In the case of
      dissolution of this contract, Distributor will be entitled to commissions on
      recurring revenues for as long as the Teliphone Subscriber that existed prior
      to
      the dissolution of this contract remains a client in good standing of
      Teliphone.





10.2
      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.




8




(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.




(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;




**11.
      CONFIDENTIALITY.**







11.1.
      "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.





11.2.
      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




9




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.





11.3.
      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.





**12.
      GENERAL AND CONCLUDING PROVISIONS**





12.1.
      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.





12.2.
      This Agreement contains the entire agreement among the parties with respect
      to
      the transactions contemplated herein, and supersedes all prior negotiations,
      agreements and undertakings.





12.3.
      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. Faxed 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.





12.4.
      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**


1170
      Place du Frère André, 4 th Floor


Montreal,
      Quebec H3B 3C6


**Attention:
      George Metrakos**


Telephone
      (514) 313-6010




10


Distributor


**MSBR
      Communications Inc.**


**710
      Richelieu #105**


**Beloeil,
      Quebec J3G 5E8**


Attention :
      Benoit Ratthé


Telephone
      (514) 313-3271


Fax
      (450)
      649-2846


E-mail :
      bratthe1@sympatico.ca








12.5.
      This Agreement shall be construed in accordance with the laws of the Province
      of
      Quebec and Canada.





12.6.
      This Agreement may be amended only by written agreement duly executed by all
      parties hereto.





12.7.
      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.





12.8.
      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.





12.9.
      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 Distributor 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.





12.10.
      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.








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




11








**TÉLIPHONE
                INC**
              
              **per:**
              
              /s/
                George Metrakos
              ____________________________________________
              **George
                Metrakos, President**
              
              May
                2/05
              ____________________________________________
              **Date**
            **Distributor:
                MSBR Communications Inc.**
              
              **per:**
              
              /s/
                Benoit Ratthe
              ____________________________________________
              **Benoit
                Ratthé, President**
              
              02/05/05
              ____________________________________________
              **Date**





12





SCHEDULE
      “A”








Re-Seller
            Territory/Focus
            Distributor
            Segment
            Hardware
            Recurring
            Resulting
                Distributor Commission on RecurringTeleplus
                Qc
            Quebec/Gr-Mtl
            MSBR
            Cons
            Reduced
            0%
            25%DRC
            Quebec/Laval
            MSBR
            Cons
            25%
            15%
            10%Camelot
            Quebec/Mtl
            MSBR
            Cons
            25%
            25%
            10%Nu
                Frontier
            Quebec/TMR
            MSBR
            Cons
            25%
            15%
            10%Comp.
                Solutions
            Quebec/P-aux-Tr
            MSBR
            Cons
            25%
            15%
            10%Ipnet.ca/GYP
            Quebec/Mtl
            MSBR
            Cons
            25%
            15%
            10%Syac
            Quebec
            MSBR
            Cons
            TBD
            TBD
            Min
                10%VanDerWelt
            Quebec
            MSBR
            Cons/Bus
            25%
            15%
            10%Evans
                Abbelard
            Quebec
            MSBR
            Cons
            25%
            20%
            10%








13





SCHEDULE
      “B”





DATE:





Reseller
      Name


ATT:


Reseller
      Address





Subject:
      Appointment of Quebec Distributor for Teliphone Inc.





Dear
      Re-seller,








Effective
      immediately, Teliphone Inc. has transferred, assigned and subrogated MSBR
      Communications Inc all rights and obligations which exist between our firm
      and
      your company pursuant to an agreement dated _______________.





You
      are
      kindly requested henceforth to cause all future communications and business
      dealings pertaining to VOIP to occur by communicating directly
      with;





MSBR
      Communications Inc.


ATT:
      Benoit Ratthé, Director of Sales Quebec


710
      Richelieu #105


Beloeil
      QC J3G 5E8


Tel :
      (514) 313-3271


Fax :
      (450) 649-2846


Email :
      bratthe@teliphone.ca








The
      decision to authorize a distributor to act in the territory where you are
      working as a reseller has been made in order to give you and all subscribers
      of
      Teliphone more efficient and effective services henceforth.





Signed,











George
      Metrakos


President
      & CEO


Teliphone
      Inc.


(514)
      313-6010


gmetrakos@teliphone.ca





14





SCHEDULE
      “C”





Effective
      February 6, 2005





**Item**
              **Residential
                  / SOHO**
              **Commercial
                  /**
                **Enterprise****Hardware**Teliphone
                  (wi-fi), with 12 mth contract
              $99.00
              $99.00Teliphone
                  (wi-fi), no contract*
              $229.95
              $229.95TeliphoneLine,
                single port, with 12 mth contract
              $59.00
              $59.00TeliphoneLine,
                single port, no contract
              $129.95
              $129.95TeliphoneLine,
                dual port, with 12 mth contract
              $79.00
              $79.00TeliphoneLine,
                dual port, no contract
              $149.95
              $149.95**Rate
                  Plan**Single
                Point of Contract**
              $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 numberTeliphone
                (wi-fi)
              $199.95
              $199.95TeliphoneLine
                (single port)
              $129.95
              $129.95TeliphoneLine
                (dual port)
              $149.95
              $149.95Additional
                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, Toronto and New York. Future Canadian cities will be
      added to the local coverage area.


****
      Includes Continental US and Canada.





15





SCHEDULE
      “D”





The
      purchase and commission structure is as follows:





Hardware:





·
            Téliphone
                V1 wi-fi VoIP phone at a cost of $60
                each


·
            TéliphoneLine
                single port unit at a cost of $20
                each


·
            TéliphoneLine
                dual port unit at a cost of $40
                each





In
      the
      case where DISTRIBUTOR should sell a hardware unit at the full, non-contract
      price, the above margins (sell price - cost) will still apply to calculate
      the
      cost.





As
      commission for activating new accounts with monthly unlimited rate plans, a
      10$
      commission will be credited to DISTRIBUTOR’s account upon the activation of a
      $9.95/mth North America Unlimited plan. A 5$ commission will be credited to
      DISTRIBUTOR’s account upon the activation of the line with a $4.95 Province
      Unlimited plan.





No
      commissions will be paid out on the iPCS SIM card, iPCS hardware or the iPCS
      security deposits.





Services:





DISTRIBUTOR
      will receive 25% commission on the total expenditures (monthly basic plan and
      unlimited long distance plans) made by the DISTRIBUTOR’s activated
      clients.





Distributor
      will receive 5% commission on long distance to be paid upon receipt of pre-paid
      $10 increments as received by active Teliphone subscribers.





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





The
      Téliphone iPCS monthly plans, additional cellular air time minutes and cellular
      long distance minutes will provide a 5% commission.