**Term
        Sheet**
 **Téliphone
        Inc. Wholesaler Agreement**
 
 
 **Between** :
 
 Téliphone
        Inc. (“Téliphone”) **And** NCTel
        inc. (“Wholesaler”)
 
 **Purpose:**
 
 Wholesaler
        will re-sell Téliphone products and services to its own re-sellers and
        end-users.
 
 **Territory:**
 
 Wholesaler
        will operate within the geographical territory of Canada and USA.
 
 **Exclusive
        Territory:**
 
 Wholesaler
        will be provided the exclusive territory of Sherbrooke, Quebec (defined by
        area
        codes to be determined) with the following terms and conditions:
 
 1.  The
        term
        of exclusivity exists for a period of six (6) months from the time that
        Téliphones from this territory become available for sale.
 2.  During
        this period, all sales direct from Téliphone or otherwise will be commissionable
        sales to the Wholesaler.
 3.  The
        Wholesaler will maintain exclusivity during the exclusivity term provided
        the
        following sales and activations are achieved: (If these results are not
        achieved, then the Wholesaler forfeits its exclusivity)
  a.
              100
                  Téliphone activations from the onset.b.
              500
                  Téliphone activations by month three (3)c.
              1,000
                  Téliphone activations by month five
                  (5)
 
 Wholesaler
        may request other exclusive territories that are not currently served by
        Téliphone. No guarantee on granted exclusivity will be made at the time of
        signing of this term sheet. Sales performance in the Territory will determine
        the Wholesaler’s right to claim additional territories.
 
 **Promotion
        in the Exclusive Territory:**
 
 Wholesaler
        will be responsible for all promotion costs directly targeting the Exclusive
        Territory during the period of exclusivity.
  **Commission
        and Fee Structure:**
 
 (Pertaining
        to Téliphone’s Voice over Internet Protocol (VoIP) products and services
        only)
  
 
 Hardware:
 Wholesaler
        will purchase the hardware at a discount of 25% of Téliphone’s retail price.
 
 Services:
 Wholesaler
        will be invoiced 75% of the total expenditures made by the Wholesaler’s
        activated clients. The retail price of the monthly costs is $19.95 basic
        service
        plus an additional $9.95 for America IPOne. Additional long distance charges
        are
        invoiced in advance in $10.00 increments based on usage
        requirements.
 
 **Method
        of Payment:**
 
 Invoicing
        will occur in the following manner:
  *
              Hardware
                  payable upon receipt*
              Monthly
                  recurring revenues for the current month on the first of every
                  month
                  payable net 15 days*
              Long
                  distance charges incurred for the current month on the 30thof
                  every month payable net 15 days
 
 Wholesaler
        will then invoice its clients directly.
 
 In
        cases
        where Wholesaler’s clients leave their credit cards as payments direct on the
        Téliphone website, Téliphone will provide payment to Wholesaler within 15 days
        after the 30 th of the
        current month.
 
 **Wholesaler’s
        Customer Interface via Téliphone web site:**
 Téliphone
        will provide Wholesaler with “Call Record Details” for all units registered to
        Wholesaler via its website. Wholesaler will put up its own web site and have
        an
        interface link to Téliphone’s database.
 
 Wholesale’s
        customers will be able to access the following information within their
        Téliphone account via a web interface (or through Wholesaler’s web
        site):
  *
              Personal
                  call records*
              FollowMe
                  call forwarding system*
              Account
                  information page
 
 **Marketing
        and Branding:**
 
 Wholesaler
        will be entitled to brand all the Téliphone products with their own branding,
        for example:
 
 “Wholesaler
        Inc. VoIP Service”.
 
 Wholesaler
        is permitted to tell its customers that he is utilizing Téliphone’s
        network.
  2
 
 
 Téliphone
        reserves the right to be provided a copy of all marketing and branding prior
        to
        market launch and approve or reject should the marketing be deemed inappropriate
        or not within Téliphone’s acceptable quality standards.
 
 Approved,
 
  /s/
George
                Metrakos
              Claude GaronGeorge
                  Metrakos
              Name:
                  /s/ Claude GaronPresident
              Title: 
                  PresidentTéliphone
                  Inc.
              Company :
                  Digital Radio CommunicationsDate :
                  14/12/04
              Date : 
                  14/12/04