Exhibit 10.1


    CUSTOMER
      AND ASSET ACQUISITION AND SOFTWARE LICENSING AGREEMENT MADE
      AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUÉBEC WITH AN EFFECTIVE
      DATE OF DECEMBER 7, 2005

     

     

    
      	BY AND
              BETWEEN:	
              TELIPHONE
                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 “TELIPHONE”
                

               

            
	
              AND:

            	IPHONIA INC.
              a
              body politic and corporate, duly incorporated according to law, having
              a
              place of business at 5, St-Sulpice, Oka, Quebec, J0N 1E0, also operating
              under the trade name “METRONET”
              herein represented by Micheline
              Soucy,
              President, duly authorized as she so declares, 


              hereinafter
                referred to as “IPHONIA”

               

            
	AND: 	
              TELICOME
                INC. a body politic and corporate, duly incorporated according
                to
                law, having a place of business at 5, St-Sulpice, Oka, Quebec, J0N
                1E0,
                herein represented by Serge Doyon, President, duly
                authorized as he so delcares,

               

              hereinafter
                referred to as
                "TELICOM"

               

            
	AND:	UNITED AMERICAN
              CORPORATION.
              a
              body politic and corporate, duly incorporated according to law, having
              a
              place of business at 3273 East Warm Springs Road Las
              Vegas, Nevada 89120 USA,
              herein represented by Simon
              Lamarche,
              President and CEO, duly authorized as he so declares, 
               

              hereinafter
                referred to as “UAC”

            


    

     

    Known
      collectively as “THE PARTIES”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    PREAMBLE

    


    WHEREAS
      TELIPHONE
      is a
      provider of Voice-over-Internet-Protocol (VoIP) services and is currently
      expanding its client base through direct sales efforts to new residential and
      business customers;

    


    WHEREAS
      IPHONIA
      is a
      provider of VoIP, inter-suburban and dial-up long distance telecommunications
      services and wishes to transfer its client base and various telecommunications
      equipment to TELIPHONE;

    


    WHEREAS
      TELICOM
      will
      transfer a full access and full usage license at no charge for use of the source
      code and intellectual property of TELICOM’s
      billing software, currently utilized by TELIPHONE
      as the
      basis for its first generation service billing software.

    


    WHEREAS
      UAC,
      as
      majority owner of TELIPHONE
      through
      its majority-owned subsidiary OSK CAPITAL II Corp., will guarantee the monthly
      payments required in this agreement as outlined in section 4.

    


    WHEREAS
      THE
      PARTIES
      wish to
      set forth their rights and obligations pertaining to the transfer of
IPHONIA’s
      clients and services to TELIPHONE,
      along
      with the sale of various telecommunications equipment and have agreed to
      transfer the customers and equipment 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.  	
              ARPU:
                Average Revenue Per User.

            


    

    


    
      	2.2.  	
              DID:A
                unique phone number as depicted by a 10 number sequence that is used
                to
                direct voice traffic throughout the
                PSTN.

            


    

    


    
      	2.3.  	
              LNP:Local
                Number Portability. The process in which a DID is transferred from
                one PRI
                owner to another.

            


    

    


    
      	2.4.  	
              PRI:Primary
                Rate Interface, which is a data connection to the PSTN that can manage
                23
                simultaneous channels of voice communications at
                once.

            


    

    


    
      	2.5.  	
              PSTN:Public
                Switched Telephone Network. The global telecommunications network
                owned
                and operated by Tier 1 Telecommunications carriers worldwide who
                

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

      
        	  	
                may
                  sell or lease voice traffic over it to Tier 2 & 3 telecommunications
                  carriers such as TELIPHONE
                  and IPHONIA.

              


      

       

    

    
      	2.6.  	
              VOIP:Voice
                Over Internet Protocol, the use of the public internet to transmit
                voice
                calls.

            


    

    


    
      	3.  	
              Transfer
                of IPHONIA
                Services to TELIPHONE

            


    

    


    
      	3.1.  	
              IPHONIA
                will transfer to TELIPHONE
                all of its Inter-Suburban, VoIP and Long Distance dial-up services
                that
                are required to properly serve clients that are being transferred
                as part
                of this agreement.

            


    

    


    
      	3.2.  	
              TELIPHONE
                may decide to sell these Services to its existing clients, or to
                market
                them to new clients at the sole discretion of TELIPHONE.

            


    

    


    
      	4.  	
              Transfer
                of IPHONIA
                Operations to TELIPHONE

            


    

    


    
      	4.1.  	
              IPHONIA
                agrees to transfer to TELIPHONE
                all active DID’s from its three (3) Telus Montreal PRI’s. A list of active
                Montreal DID’s can be found in Schedule
                A.

            


    

    


    
      	4.2.  	
              IPHONIA
                agrees to transfer to TELIPHONE
                all active DID’s from its combined Quebec city - Sherbrooke - Ottawa PRI.
                TELIPHONE
                will assume the balance of IPHONIA’s
                contract ending in May 2007 with Group Telecom for this combined
                PRI. A
                list of active Quebec City, Sherbrooke and Ottawa DID’s can be found in
                Schedule B

            


    

    


    
      	4.3.  	
              Considering
                that IPHONIA’s
                contract with Telus for the three (3) Montreal PRI’s is due to expire on
                December 31, 2005, IPHONIA
                will facilitate the LNP of these DID’s to TELIPHONE’s
                Montreal network.

            


    

    


    
      	4.4.  	
              In
                consideration of the added cost that TELIPHONE
                will incur in upgrading its own Montreal PRI network in order to
                accommodate the added PRI capacity required, THE
                PARTIES
                hereby agree that the equivalent $ value of capacity upgrade required
                by
                TELIPHONE
                to
                accommodate these IPHONIA
                Montreal DID’s shall be paid to TELIPHONE
                in
                the form of IPHONIA
                Telecommunications Equipment, described
                herein.

            


    

    


    
      	4.4.1.  	
              It
                is estimated that this will represent Cdn$1,500 per month of additional
                charges incurred by TELIPHONE
                and therefore this amount will be placed against the purchase of
                the
                following IPHONIA
                Telecommunications equipment:

            


    

    


    
      	·  	
              1
                x
                CISCO AS5350, 8-T1 Gateway, market value of Cdn$15,000, serial
                #JAE0641055F

            


    

    


    
      	·  	
              1
                x
                CISCO PIX 515E Firewall, already in use by TELIPHONE,
                market value of Cdn$4,500, serial
                #S88807079454.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	·  	
              1
                x
                CISCO PIX 515E Firewall, market value of Cdn$2,500, serial
                #806383054

            


    

     

    
      	 	
              For
                a total of Cdn$22,000. At Cdn$1,500 per month plus interest expenses,
                THE PARTIES
                agree that TELIPHONE
                will continue to make these payments for 18 months from the signing
                of
                this agreement.

            


    

    


    
      	4.5.  	
              IPHONIA
                agrees to transfer the bank accounts utilized to collect, through
                direct
                debit, revenues from IPHONIA
                clients to be transferred to
                TELIPHONE.

            


    

    


    
      	4.5.1.  	
              While
                the bank accounts and customers will belong to TELIPHONE,
                IPHONIA
                will maintain signing authority on the accounts in order to extract
                a
                monthly amount, for a period of 24 months from the signing of this
                contract of Cdn$7,600 representing the client revenues plus an additional
                Cdn$1,500 representing the payment by TELIPHONE
                for the equipment purchased as described in section 4.4.1 above,
                until all
                of the equipment is paid for. Afterwards, IPHONIA
                will continue to extract Cdn$7,600 until the end of the 24 month
                period.

            


    

    


    
      	4.5.2.  	
              Any
                amounts of sales taxes will be collected by TELIPHONE
                since TELIPHONE
                is
                declaring the revenues of the
                clients.

            


    

    


    
      	4.5.3.  	
              At
                the end of the 24 month period, signing authority will be changed
                to
                TELIPHONE
                in
                which case no further payments will be made to IPHONIA.

            


    

    


    
      	4.5.4.  	
              IPHONIA
                agrees to change the name on the account such that IPHONIA
                clients
                will see “TELIPHONE INC.” as the debitor of their bank
                account.

            


    

    


    
      	4.6.  	
              IPHONIA
                will transfer the remaining balance at the end of each month to
                TELIPHONE,
                which represents the taxes and any increases in revenues from the
                IPHONIA
                client base.

            


    

    


    
      	4.7.  	
              TELIPHONE
                will pay IPHONIA
                any shortfalls from the total amounts owing per month, as described
                above
                in section 4.5.

            


    

    


    
      	5.  	
              Transfer
                of IPHONIA
                Clients to TELIPHONE

            


    

    


    
      	5.1.  	
              IPHONIA
                will transfer their active clients (estimated at 750), along with
                a
                database of inactive clients (estimated at 3,000) to TELIPHONE
                for the sole consideration listed in item 4.5.1, representing the
                average
                revenues generated by the clients less additional infrastructure
                costs
                required to serve them, as mentioned in section 4.4.
                above.

            


    

    


    
      	5.2.  	
              Upon
                termination of this agreement, all clients will become the sole property
                of TELIPHONE,
                and all revenues associated with them will belong solely to TELIPHONE
                without any consideration of revenue transfer to
                IPHONIA.

            


    

    


    
      	5.3.  	
              TELIPHONE
                reserves the right to “up-sell”, that is to increase the revenues of any
                of the clients through a targeted sales campaign. IPHONIA
                will offer whatever 

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              assistance
                is deemed necessary in order to facilitate this process. Any increases
                in
                revenues from the existing client base will belong solely to TELIPHONE.
                TELIPHONE
                agrees to provide an e-mail notification within 24 hours of an
                IPHONIA
                client being transferred to a TELIPHONE
                service.

            


    

     

    
      	5.4.  	
              At
                the end of each month, TELIPHONE
                will transfer to IPHONIA
                any amounts received from clients who have transferred from IPHONIA
                services to TELIPHONE
                services. The amounts transferred will be equivalent to the amounts
                of
                revenues that these clients generated when purchasing IPHONIA
                services. 

            


    

    


    
      	6.  	
              Additional
                Services Provided by TELIPHONE
                to IPHONIA

            


    

    


    
      	6.1.  	
              TELIPHONE
                will offer at no additional cost the co-location of IPHONIA
                equipment in its Montreal data center. The equipment list to be hosted
                is
                found in Schedule C. This equipment will be identified as the sole
                property of IPHONIA
                and will be labelled as such within TELIPHONE’s
                co-location facility at PEER 1 Montreal. In addition, a letter, signed
                by
                TELIPHONE
                and IPHONIA
                will be sent to PEER 1 identifying these items as being property
                of
                IPHONIA
                and not TELIPHONE.
                Included in this letter, will be the equipment identified in item
                4.4.1.
                Upon receipt of the 18th
                month payment from TELIPHONE,
                and hence this equipment becoming property of TELIPHONE,
                these items will be newly identified, within the co-location facility
                and
                in writing to PEER 1 as belonging to TELIPHONE.

            


    

    


    
      	6.2.  	
              TELIPHONE
                will provide at no additional cost to
                IPHONIA,
                the required bandwidth of Internet traffic for services unrelated
                to this
                agreement. It is understood by THE
                PARTIES
                that the amount of bandwidth is minimal in comparison to that used
                by
                TELIPHONE
                on
                a regular basis for its operations. However, should the
                IPHONIA
                bandwidth usage become more significant in the future, THE
                PARTIES
                agree that
                IPHONIA
                will pay TELIPHONE
                an
                equivalent market price for its bandwidth
                requirements.

            


    

    


    
      	6.3.  	
              TELIPHONE
                will provide to IPHONIA
                a
                total of fifteen (15) unlimited world IP calling packages at no charge
                for
                personal and business use by IPHONIA
                and their affiliated companies for a period of ten (10) years upon
                the
                signing of this contract. A partial list of DID’s for the services to be
                offered over is found in Schedule D. It is understood by THE
                PARTIES
                that these lines will not consume a significant volume of long distance
                charges.

            


    

    


    
      	7.  	
              NON-COMPETITION
                CLAUSE

            


    

    


    IPHONIA
      agrees,
      for a full five (5) years after the signing of this agreement (see TERM AND
      TERMINATION), to not enter into direct or indirect competition with TELIPHONE
      as it
      pertains to VoIP services, inter-suburban and dial-up long distance
      telecommunications services.

    


    
      	8.  	
              PUBLIC
                DISCLOSURE

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    TELIPHONE
      reserves
      the right to publicly announce the acquisition as it deems necessary to meet
      SEC
      disclosure norms as a public company. TELIPHONE
      also
      reserves the right to disclose the transaction in the form of a public press
      release. All releases will require prior approval of IPHONIA
      prior to
      being distributed.

    


    
      	9.  	
              TERM
                AND TERMINATION

            


    

    
      	9.1.  	
              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. Upon
                completion of the two (2) year period, all of IPHONIA
                Services, Operations and Clients will transfer in full to TELIPHONE.
                This will constitute the official termination of the
                agreement.

            


    

    


    
      	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) days 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.

            


    

     

    
      	 	
              (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;

            


    

     

    
      	9.3.  	
              However
                unlikely, in the event the TELIPHONE
                becomes insolvent and can no longer actively serve IPHONIA’s
                clients, IPHONIA
                retains the right to terminate this contract and to reclaim its former
                clients and services from TELIPHONE
                in
                order to continue to offer services to
                them.

            


    

    


    
      	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

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
               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.

            


    

     

    
      	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.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	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. 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.

            


    

    


    
      	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
      Beaver Hall, Suite 1555

    Montreal,
      Quebec, H2Z 1S8 Canada

    Attention:
      George Metrakos 

    Telephone:
      (514) 313-6010

    Fax:
      (514) 313-6001 

    E-mail:
      gmetrakos@teliphone.ca

    


    Iphonia
      Inc.

    5,
      St-Sulpice

    Oka,
      Quebec, J0N 1E0, Canada

    Attention:
      Micheline Soucy

    Telephone:
      514-788-6186

    Fax:
      (514) 908-5170

    E-mail:
      msoucy@iphonia.com

    


    United
      American Corp 

    1080
      Beaver Hall, Suite 1555

    Montreal,
      Quebec, H2Z 1S8 Canada

    Attention:
      Simon Lamarche 

    Telephone:
      (514) 313-3421

    Fax:
      (514) 313-6001 

    E-mail:
      slamarche@teliphone.ca

    


    Telicom
      Inc.

    5,
      St-Sulpice

    Oka,
      Quebec, J0N 1E0, Canada

    Attention:
      Serge Doyon

    Telephone:
      514-788-6186

    Fax:
      (514) 908-5170

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    E-mail:
      sjdoyon@telicom.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.  	
              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.

    


    


    
      	 TELIPHONE
              INC	 IPHONIA
              INC
	
               per:

               

            	
               per:

               

            
	
               

               /s/
                Geroge Metrakos

            	 
 /s/ Micheline
              Soucy
	 George Metrakos,
              President	 Micheline Soucy,
              President
	
               

               2005-12-13

               Date  

            	
               

               2005-12-12
 Date

            
	 	 
	
               TELICOM INC.

            	
               UNITED AMERICAN
                CORPORATION

            
	
               per:

               

            	
               per:

               

            
	
               

               /s/ Serge Doyon

            	
               

               /s/ Simon Lamarche

            
	 Serge Doyon,
              President	 Simon Lamarche, President &
              CEO
	
               

               2005-12-12

               Date

            	
               

               2005-12-13
 Date

            


    

         


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      A

    


    List
      of Active IPHONIA Montreal DID’s

     

    

      
        	
                (514)

              	
                788-2915

              	
                -
                  DIAL-UP TEST

              
	
                (514)

              	
                788-4849

              	
                -
                  SCCP

              
	
                (514)

              	
                788-4870

              	
                -
                  SCCP

              
	
                (514)

              	
                788-4872

              	
                -
                  SCCP

              
	
                (514)

              	
                788-4890

              	
                -
                  SCCP

              
	
                (514)

              	
                788-4908

              	
                -
                  SCCP

              
	
                (514)

              	
                788-4919

              	
                -
                  SCCP

              
	
                (514)

              	
                788-4963

              	
                -
                  SCCP

              
	
                (514)

              	
                788-4972

              	
                -
                  SCCP

              
	
                (514)

              	
                788-4976

              	
                -
                  SCCP

              
	
                (514)

              	
                788-4977

              	
                -
                  SCCP

              
	
                (514)

              	
                788-5014

              	
                -
                  SCCP

              
	
                (514)

              	
                788-5020

              	
                -
                  SCCP

              
	
                (514)

              	
                788-5037

              	
                -
                  SCCP

              
	
                (514)

              	
                788-5047

              	
                -
                  SCCP

              
	
                (514)

              	
                788-5053

              	
                -
                  SCCP

              
	
                (514)

              	
                788-5054

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6173

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6174

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6175

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6176

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6177

              	
                -
                  DIALUP (incoming), SCCP (outgoing)

              
	
                (514)

              	
                788-6178

              	
                -
                  DIALUP (incoming Iphonia)

              
	
                (514)

              	
                788-6179

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6180

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6181

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6182

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6183

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6184

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6185

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6186

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6187

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6188

              	
                -
                  DIALUP (main Iphonia)

              
	
                (514)

              	
                788-6189

              	
                -
                  DIALUP (incoming Metronet)

              
	
                (514)

              	
                788-6190

              	
                -
                  SCCP (Voicemail access)

              
	
                (514)

              	
                788-6191

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6192

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6193

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6194

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6195

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6196

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6197

              	
                -
                  SCCP

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                (514)

              	
                788-6198

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6199

              	
                -
                  DIALUP (Reverse)

              
	
                (514)

              	
                335-2838

              	
                -
                  DIALUP (main Metronet)

              
	
                (514)

              	
                335-0411

              	
                -
                  DIALUP (incoming Metronet)

              
	
                (514)

              	
                380-8126

              	
                -
                  SCCP

              
	
                (514)

              	
                380-8140

              	
                -
                  SCCP

              
	
                (514)

              	
                380-2560

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6386

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6400

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6401

              	
                -
                  SIP (Voicemail English)

              
	
                (514)

              	
                788-6402

              	
                -
                  SIP (Voicemail French)

              
	
                (514)

              	
                788-6403

              	
                -
                  SIP

              
	
                (514)

              	
                788-6404

              	
                -
                  SIP

              
	
                (514)

              	
                788-6407

              	
                -
                  SIP

              
	
                (514)

              	
                788-6408

              	
                -
                  SIP

              
	
                (514)

              	
                788-6409

              	
                -
                  SIP

              
	
                (514)

              	
                788-6410

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6411

              	
                -
                  DIALUP (Info)

              
	
                (514)

              	
                788-6412

              	
                -
                  SIP

              
	
                (514)

              	
                788-6413

              	
                -
                  SIP

              
	
                (514)

              	
                788-6414

              	
                -
                  SIP

              
	
                (514)

              	
                788-6415

              	
                -
                  SIP

              
	
                (514)

              	
                788-6416

              	
                -
                  TELIPHONE

              
	
                (514)

              	
                788-6417

              	
                -
                  SIP

              
	
                (514)

              	
                788-6418

              	
                -
                  SIP

              
	
                (514)

              	
                788-6420

              	
                -
                  SCCP

              
	
                (514)

              	
                788-6421

              	
                -
                  SIP

              
	
                (514)

              	
                788-6425

              	
                -
                  TELIPHONE

              
	
                (514)

              	
                788-6437

              	
                -
                  DIALUP (1-866-788-6199 - CAN)

              
	
                (514)

              	
                788-6438

              	
                -
                  DIALUP (1-866-788-6177 -
                  US)

              


      

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    SCHEDULE
      B

    


    List
      of Active Quebec City, Sherbrooke and Ottawa DID’s

     

    
      Quebec

       

      
        	
                (418)

              	
                948-8201

              	
                -
                  SIP

              
	
                (418)

              	
                948-8210

              	
                -
                  SIP

              
	
                (418)

              	
                948-8215

              	
                -
                  SIP

              
	
                (418)

              	
                948-8222

              	
                -
                  DIALUP

              
	
                (418)

              	
                948-8225

              	
                -
                  SCCP

              
	
                (418)

              	
                948-8240

              	
                -
                  TELIPHONE

              
	
                (418)

              	
                948-8241

              	
                -
                  TELIPHONE

              
	
                (418)

              	
                948-8242

              	
                -
                  TELIPHONE

              
	
                (418)

              	
                948-8243

              	
                -
                  TELIPHONE

              
	
                (418)

              	
                948-8244

              	
                -
                  TELIPHONE

              
	
                (418)

              	
                948-8245

              	
                -
                  TELIPHONE

              
	
                (418)

              	
                948-8246

              	
                -
                  TELIPHONE

              
	
                (418)

              	
                948-8247

              	
                -
                  TELIPHONE

              
	
                (418)

              	
                948-8248

              	
                -
                  TELIPHONE

              
	
                (418)

              	
                948-8249

              	
                -
                  TELIPHONE

              


      

       

      Ottawa

       

      
        	
                (613)

              	
                482-8222

              	- DIALUP 
	
                (613)

              	
                482-8225

              	- SCCP


      

       

      


      Sherbrooke

       

      
        
          	
                  (819)

                	
                  340-8222

                	- DIALUP 
	
                  (819)

                	
                  340-8225

                	-
                  SCCP


        


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

    

     

    SCHEDULE
      C

    


    Amount
      of Co-Location Space to be Offered at No Charge by TELIPHONE to
      IPHONIA

     

    

      
        	
                 

                Size

              	 	 	 	 
	
                
                
                        
                (U)	
                Description

              	
                Manufacturer

              	
                Model

              	
                Serial

              
	
                1

              	
                Firewall
                  1

              	
                Cisco

              	
                PIX
                  515E

              	
                806383054

              
	
                1

              	
                Firewall
                  2

              	
                Cisco

              	
                PIX
                  515E

              	
                806392165

              
	
                1

              	
                Ethernet
                  Switch

              	
                Cisco

              	
                Catalyst
                  2950, 24 Port

              	
                FHK0638WI
                  AK

              
	
                1

              	
                Power
                  Switch 1

              	
                APC

              	
                Masterswitch
                  Plus AP9606

                Masterswitch
                  Plus

              	
                JA0228013223

              
	
                1

              	
                Power
                  Switch 2

              	
                APC

              	
                AP9225EXP

              	
                WA0137004706

              
	
                1

              	
                Gateway

              	
                Cisco

              	
                AS5350-8PRI,
                  128MB

              	
                JAE0641055F

              
	
                2

              	
                CaIlManager
                  1

              	
                Compaq

              	
                Proliant
                  DL380R02

              	
                R234JZG10004

              
	
                2

              	
                CaIlManager
                  2

              	
                Compaq

              	
                Proliant
                  DL38OR02

              	
                R235JZG10003

              
	
                1

              	
                Asterisk

              	
                Compaq

              	
                Proliant
                  DL3B0

              	
                R01100025616J15FXKI
                  F03Y

              
	
                1

              	
                Voicemail

              	
                Compaq

              	
                Tasksmart
                  W2200

              	
                ISO
                  1933256/6J 16J KN 1
                  EOOL

              
	
                1

              	
                ACS
                  1

              	
                Compaq

              	
                Tasksmart
                  W2200

              	
                R219JJ710001

              
	
                1

              	
                ACS
                  2

              	
                Compaq

              	
                Tasksmart
                  W2200

              	
                R219JJ710003

              
	
                1

              	
                Iphonia
                  web

              	
                Compaq

              	
                Tasksmart
                  W2200

              	
                R230JJ71000

              
	
                2

              	
                Hebergement

              	
                Compaq

              	
                Dell
                  Poweredge 2450

              	
                82PXB01

              
	
                2

              	
                Backup

              	
                Compaq

              	
                Dell
                  Poweredge 2450

              	
                G2PXBO1

              
	
                1

              	
                DNS

              	
                Generic

              	
                Generic

              	
                No
                  Serial

              


      

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    SCHEDULE
      D

    


    List
      of DID’s that TELIPHONE will Provide Unlimited US & Canada VoIP Services at
      no charge to IPHONIA

    


    
      
        	
                514
                  -

              	
                335-2560 

              
	
                
                  514
                    -

                

              	
                380-8140 

              
	
                
                  514
                    -

                

              	
                380-8126 

              
	
                514
                  -

              	
                788-6181

              
	
                514
                  -

              	
                788-6183 

              
	
                514
                  -

              	
                788-6185

              
	
                514
                  -

              	
                788-6186