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                                                                    EXHIBIT 4.18

                                    AGREEMENT

AGREEMENT made this first day of October, 2004 ("Effective Date") between MITEL
NETWORKS SOLUTIONS, INC. (hereinafter referred to as the "Company") and the
INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS, AFLCIO (hereinafter referred to
as the "Union"). All references herein to gender shall be construed as being
equally applicable without any reservation to both males and females.

                                   RECOGNITION

Section 1. The Company recognizes the International Brotherhood of Electrical
Workers as the exclusive collective bargaining agent for all technicians
employed by Mitel Networks Solutions, Inc. who are engaged in the installation
and service of telecommunications systems within the geographic United States.
This Agreement does not cover employees covered by another collective-bargaining
agreement and specifically excludes all (a) clerical employees, (b) professional
employees, (c) marketing representatives, (d) guards, (e) supervisors as defined
in the National Labor Relations Act, and (f) all other employees.

                                  WORK COVERED

Section 2. This Agreement covers all installation, inspection and service work
in connection with telephone systems, sound and intercommunication systems,
including such work in connection with other brands as may be assigned to
employees represented by the Union, but does not cover the installation of
building power supply outlets by means of which external electrical power is
supplied to the aforesaid products. Nothing herein contained shall limit the
right of the Company to use its employees for installation and service work on
electronic equipment, provided that such other work shall not conflict with the
established jurisdictional rights and privileges of the other members of the
Union.

Supervisors and other employees outside the bargaining unit shall not be
assigned or permitted to perform bargaining unit work except to (a) instruct
bargaining unit member(s), or (b) perform experimental work. Supervisors and
trainers may assist bargaining unit member(s) in their duties as long as such
assignment does not circumvent the terms of this Agreement.

A stockperson shall be employed whenever there are twenty (20) or more hours of
stock handling work to be performed weekly in a Geographic Location. Stock
handling includes receipt, storage, shipping and handling of inventory,
including the keeping of such inventory records as the Regional Director may
require of the stockperson. In any cases where there are twenty (20) or more,
but less than forty (40) hours of work per week of stock handling, the
stockperson may be assigned by the Regional Director to other than technical
work sufficient to complete a forty (40) hour work week; provided, however, that
no stockperson shall be required to perform complete janitorial service for a
Geographical Location.

                                MANAGEMENT RIGHTS

Section 3. The rights of management in the operation of its business are limited
only by the provisions of this Agreement as specifically stated herein. Without
limiting the generality of the foregoing, the Company reserves the right to
determine the number of employees within each job classification as well as the
right to assign work based on business needs.

                                   WAGE RATES

Section 4. The minimum basic hourly wage rates of all employees covered by this
Agreement and the dates on which they are effective are set forth below:

  10/2/04

Senior Field Service Engineer
Field Service Engineer

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Master Telephone Tech
Telephone Technician-4
Telephone Technician-3
Telephone Technician-2
Telephone Technician-1

If the Company on or before December 31, 2006 does not file with the U.S.
Securities and Exchange Commission to provide its securities in an Initial
Public Offering, then employees will receive a four percent (4%) wage increase
effective as of October 1, 2006.

The Company will provide a One Dollar ($1.00) per hour additional pay to FSEs
and Senior FSEs who have obtained Microsoft Certified Service Engineer (MCSE)
certification as of the Effective Date. For those FSEs and Senior FSEs who have
not received MCSE certification as of the Effective Date, the Company will
provide One Dollar ($1.00) per hour additional pay for obtaining Cisco Certified
Network Associate (CCNA) certification. The number and locations of these
candidates will be at the discretion of the Company based on market and business
needs.

On new construction jobs where telephone systems are to be installed and a Local
Union of the IBEW has an agreement or agreements containing a higher rate of pay
than the rates in this Agreement for such telephone installation work, and it is
established that competitors of the Company are performing such work and are
also required to pay this scale of wages, the higher rate of pay less fringe
benefit value as established for the journeymen inside wiremen shall be paid on
new construction jobs whenever telephone systems and their associated equipment
and wiring are to be installed. In locations where no such higher rates exist,
the Company shall pay not less than the rates specified in this Agreement. In
all cases this national agreement will supercede any local agreement.

An addition to an existing structure shall be considered as new construction for
this purpose.

Redecoration, refurbishing, and rehabilitation do not constitute new
construction except in that instance where there now exists a practice which was
established by mutual agreement prior to the date of this Agreement. Work shall
be considered as performed on a new construction job under the foregoing until
new construction work is completed and Building Trades workers are no longer
performing work at the construction site.

While the foregoing provision as to the scale of wages applies to cabling and
other installation work, it does not apply to the work of delivery, uncrating,
set-up, programming, adjusting, and servicing of the equipment, which work shall
be performed by the Company's employees under the terms of this Agreement.

When rate of pay is involved in other benefits under this Agreement, the rate
shall be the employee's existing rate of pay under this Agreement.

With respect to telephone systems work to be performed at a location within the
top sixteen (16) Metropolitan Statistical Areas (MSAs) as determined by the U.S.
Department of Commerce, the Company agrees that it may subcontract such work
only where such action will not cause a loss of work opportunities within that
MSA to a technician covered by this Agreement. In addition, the Company may not
subcontract work inside an MSA in the top sixteen (16) MSAs in excess of forty
(40) hours per week for a period of six (6) months. Should such subcontract work
be sustained for a six (6) month period and should it be reasonably believed to
be sustainable over the near term, the Company will hire an employee for each
forty (40) hours of work that the Company anticipates will continue. Upon
request of a Local Union, the Company will provide documentation of how many
hours of work per week have been subcontracted within the relevant MSA during
the prior six (6) month period.

With respect to telephone systems work to be performed at a location outside of
the top sixteen (16) MSAs, the Company agrees that it may subcontract such work
only where such action will not cause a loss of work opportunities within fifty
(50) miles of the domicile of a technician covered by this Agreement.

When subcontracting, Company will make a reasonable effort to give preference to
subcontractors who are signatory to an International Brotherhood of Electrical
Workers contract. Notwithstanding the above, the Union

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agrees to cooperate with the Company in meeting its commitments to the U.S.
Government to subcontract work to minority businesses.

With respect to the installation of telephone systems wiring to be performed at
a location located fifty (50) miles or less from the domicile of a technician,
the Company agrees it will not subcontract any such work without first ensuring
that none of the employees in the Geographic Location are on lay-off status and
such action will not cause a loss of work opportunities to employees covered by
this Agreement. Moreover, the Company agrees that subcontracting will not be
used as a substitute for the hiring of technicians.

Notwithstanding the above, the Company reserves the right to subcontract work to
its authorized and certified dealers when it is requested by a customer or a
dealer. The International Office of the International Brotherhood of Electrical
Workers in Washington, D.C. shall have the right to verify whether a dealer is
authorized and certified by contacting an independent third party.

The Company reserves the right to select the employees to be assigned to this
work. Should it become necessary for the Company to subcontract work normally
performed by employees in this bargaining unit, the International Office of the
Union will, if it believes the Company did not give reasonable consideration to
the employees in the bargaining unit, bypass the grievance procedure and refer
the issue to the Home Office of the Company.

Senior Field Service Engineers shall be appointed and retained in said
classification by fulfilling and maintaining the standards as set forth in
Schedule "A" which is incorporated by reference to this Agreement. The Company
shall determine at its exclusive discretion the work to be performed by Senior
Field Service Engineers.

Field Service Engineers shall be appointed and retained in said classification
by fulfilling and maintaining the standards as set forth in Schedule "A" which
is incorporated by reference to this Agreement. The Company shall determine at
its exclusive discretion the work to be performed by Field Service Engineers.

Master Technicians shall be appointed and retained in said classification by
fulfilling and maintaining the standards as set forth in Schedule "A" which is
incorporated by reference to this Agreement. The Company shall determine at its
exclusive discretion the work to be performed by Master Technicians.

Technicians shall be appointed and retained in one of four levels by fulfilling
and maintaining the standards as set forth in Schedule "A" which is incorporated
by reference to this Agreement. The Company shall determine at its exclusive
discretion the work to be performed by Technicians.

                               HOURS AND OVERTIME

Section 5.A. The normal work schedule for all employees covered by this
Agreement shall consist of five (5) consecutive days, Monday through Friday,
inclusive, in each calendar week. The Company shall give employees at least one
(1) calendar week's notice of a change in their work schedule.

The two (2) days on which an employee is not scheduled to work shall be
scheduled days off, and shall be designated as the "first scheduled day off" and
"second scheduled day off". The first scheduled day off shall be Saturday. The
second scheduled day off shall be Sunday.

Assignments for Sunday work shall be distributed as equally as possible,
dependent upon the character of work to be done, among the employees of a
particular Geographic Location.

Subject to the overtime provisions of this Section, the workday of employees
shall be scheduled between 8:00 a.m. and 8:00 p .m., except as provided in
Section 5 .C. If the normal workday shift starts after 9:30 a.m. the Company
shall first seek volunteers for such shift. Should an insufficient number of
individuals volunteer then the Company may assign by inverse seniority an
individual to such shift.

The Company retains the right to schedule employees on a regular basis for five
(5) consecutive days, Tuesday through Saturday, inclusive. If an employee is
scheduled for five consecutive days, Tuesday through Saturday, he will be paid
time and one-half for hours worked on Saturday and double time for hours worked
on Sunday. The

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Company shall first seek volunteers for such shift. Should an insufficient
number of individuals volunteer, then the Company may assign by inverse
seniority individuals to such shift. For the purpose of overtime, Monday shall
be considered the "first scheduled day off" for an individual assigned to this
shift.

All employees, during their regular scheduled workday, shall have a lunch
period, without pay, of not less than thirty (30) minutes or more than one (1)
hour, as determined by mutual agreement between the Manager and the respective
Local Union involved. If an employee is scheduled to work and actually works ten
(10) hours or more in a day, the Company shall allow him a second meal period,
without pay, of not over thirty (30) minutes. If the meal period is actually
taken, the Company shall reimburse the employee $8.50 to cover the cost of the
meal.

Whether or not an employee has been previously scheduled to work on a holiday or
on one of his scheduled days off and is called into work such days, or is
recalled to work after completing a day's assignment, he shall receive not less
than the equivalent of six (6) hours' pay at his basic salary rate (straight
time rate), provided that any amount paid for hours actually worked shall be
credited against such minimum guarantee. Notwithstanding the above provision, if
a technician handles a service call over the telephone under the provisions
provided for under this paragraph, he shall receive not less than one (1) hours'
pay at his straight time rate. In accordance with this provision, Technicians
may be required to carry and/or wear a mobile communications device provided to
them by the Company.

Section 5.B. Consistent with efficient operations, overtime shall be distributed
equitably among employees in each occupational group. As much advance notice as
practicable will be given each employee required to work overtime. Notice will
be given no later than the end of an employee's workday when he is required to
work overtime on his next scheduled workday and no later than the end of the
employee's second workday prior to his first scheduled day off when he is
required to work on his first scheduled day off. When conditions make it
impracticable to give advance notice of overtime requirements, an employee will
be expected to work such overtime unless he has a bona fide reason for
declining. Overtime and premium time shall be paid for as follows:

Time and one-half shall be paid (except in those states where the law requires a
greater payment):

(1) for hours worked in excess of eight (8) hours in a day;

(2) for hours worked in excess of forty (40) hours in a calendar week, provided
that time and one-half shall be paid for hours worked in excess of thirty-two
(32) hours if one of the holidays designated in this Agreement falls on one of
the employees five (5) regular workdays; and

(3) for hours worked on Saturday (except for travel per Section 10(b)).

Double time shall be paid for hours worked on Sunday (except for travel per
Section 10(b)).

Holiday double time shall be paid for hours worked on any holiday designated in
this Agreement, such payment to be made in addition to the employee's basic
salary

Section 5.C. The normal scheduled workday shall be scheduled in advance and
shall consist of a regular day shift of eight (8) hours between 8:00 a.m. and
8:00 p.m. except for employees assigned to a night shift. The term "night shift"
shall mean any shift of eight (8) consecutive hours exclusive of meal periods,
Monday through Friday, starting before 6:00 a.m. or at or after 1:00 p.m.
Employees qualified to perform the available work shall be required to work
night shifts on the basis of seniority; the most senior of the qualified
employees shall be offered first opportunity to work such shift and, if
necessary, the next senior employee until the employee with the lowest seniority
is reached, which lowest senior employee shall be required to work the night
shift. Assignment to a night shift shall be scheduled one week in advance and
shall be for at least one (1) workweek. The scheduled starting time of a night
shift shall be the same each workday during any one workweek. Employees shall
not be required to work night shifts for a continuous period of more than ninety
(90) days in any one hundred eighty-- (180) day period. A night shift
differential of twelve per cent (12%) per hour shall be paid in addition to the
straight time base rate for hours worked Monday through Friday on a night shift
and shall also be paid in addition to the applicable overtime rate for hours
worked before or after a scheduled night shift and for hours worked on a night
shift on a holiday, Saturday or Sunday. An employee shall not receive the night
shift differential for hours worked before or after a regular day shift. No
employee shall be required to work more than six (6) hours without being given a
meal period, as defined in Section 5.A., such meal period to be given after the
third hour and to be completed by the sixth hour.

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Time and one-half shall be paid for hours worked before the beginning of or
after the ending of the employee's scheduled workday (regular day shift or night
shift). If an employee is called in before the commencement of the employee's
scheduled workday and works at least eight (8) hours, there shall be no
guarantee of work for any hours remaining in the employee's scheduled workday.
When an employee is required to report to work without being given at least
eight (8) hours off after the completion of his previous work period of not less
than eight (8) hours, he/she shall be paid at the overtime rate for all time
worked during the succeeding work period.

When the longest period worked in a calendar day is less than eight (8)
consecutive hours, the Company will pay an employee, who is available for work,
at a straight time rate for the difference between the number of hours worked in
one such period and eight (8) hours. In computing the payment due under this
provision for hours not worked, no other Section of this Agreement shall apply,
except that hours paid in accordance with Section 5.A. for call-in shall be
considered as time worked. This provision shall not apply to scheduled days off
holidays or temporary closings because of weather conditions, power failure, an
Act of God or other circumstances beyond the Company's control. For purpose of
this paragraph only, except for employees assigned to a night shift which
includes midnight, hours of work performed before midnight will be considered as
performed in the calendar day starting at midnight. For employees assigned to a
night shift Which includes midnight, the calendar day will be the twenty-four
(24) hour period beginning with the starting time of the employee's scheduled
workday.

Any employee scheduled to work during the period of time that commences eight
(8) hours after the end of his regular shift and 2 hours prior to the start of
his regular shift shall continue to be paid at a rate of 1-1/2 times his regular
rate until he receives at least eight (8) hours rest period (excluding
call-outs).

Section 5.D, Depending on business and market needs, the Company will determine
the need for stand-by duty for after-hours call-outs, and the number of
technicians required in each location. Stand-by duty assignments will be done on
a voluntary basis by Company seniority. However should an insufficient number of
volunteers be available to meet the requirements, assignments will be rotated on
an inverse seniority basis.

Stand-by is defined as being available and responding to call-out when called
(i.e., travel outside the coverage area is restricted).

For stand-by duty the Company will provide compensation of       plus a minimum
of 3 hours at straight time rate when called-out and dispatched to customer
location.

In situations where a technician is not on stand-by duty, but responds to and
accepts a dispatched call, compensation shall not be less than the equivalent of
six (6) hours basic salary rate (straight time rate).

                            CONTINUOUS SERVICE CREDIT

Section 6. Each employee shall have continuous service credit with the Company
dating from the first date of unbroken service with the Company or any of its
predecessors.

The continuous service credit and seniority of an employee will be broken under
the following conditions, and when so broken such employee shall be for all
purposes considered a new employee if and when rehired:

(a) Resignation or other voluntary termination of employment.

(b) Discharge for just cause.

(c) Absence in excess of three (3) consecutive working days without notice,
either by telephone or written message to the District Operations Manager
("DOM"), or his designee, unless satisfactory evidence of inability to so report
is shown.

(d) Unauthorized absence after the time limit of an authorized vacation or an
approved absence, unless satisfactory evidence of inability to report for work
is shown.

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(e) Failure to report to work after layoff within seven (7) calendar days after
indicating willingness to accept reinstatement when the Company has given the
employee written notice to return to such work or failure to notify the Company
of his intention to return to work within seventy-two (72) hours after such
notice is mailed. Such notice shall be deemed to have been sufficiently given if
sent to the employee by certified mail to the last address furnished by the
employee to the Company. A copy of such notice shall also be sent to the Local
Union involved.

Layoff without recall to work within three years from the date of such layoff.

                                    SENIORITY

Section 7. Based upon an employee's continuous service credit and subject to the
following conditions, an employee shall have seniority in a "Geographic
Location," and an "occupational group" as those terms are described in the
attached Schedule B, which is made a part hereof.

Each new employee shall be hired as an introductory employee and shall not have
seniority untill the end of an introductory period of thirty (30) days. The DOM,
with the concurrence of the Local Union and the introductory employee, may
extend the introductory period for up to sixty (60) additional days; in which
event the Company's Human Resources Department shall so inform the International
Office of the Union. Upon completion of the introductory period, the employee
shall be considered as a regular employee and shall have seniority from date of
hire. When thus established, such seniority will equal the employee's continuous
service credit. There shall be no requirement that the company reinstate or
rehire introductory employees if they are discharged during their introductory
period. During the period of introductory employment, an employee shall work
under the conditions established in this Agreement and shall receive not less
than the minimum rates of pay as provided in the attached Wage Schedules.

Credit for continuous service and seniority shall accumulate for two (2) years
while an employee is on leave of absence, except for employees on a leave of
absence for personal reasons. If an employee takes a leave of absence to serve
in the Armed Forces, he shall continue to accumulate credit for continuous
service and seniority for the period of such leave of absence.

Duly designated Shop Stewards and the President, Vice President, Recording
Secretary, Financial Secretary, Treasurer, Business Manager, and the Executive
Board Members of a Local Union shall have top seniority for layoff purposes in
their occupational group in their Geographic Location only if they perform
steward-like functions, i.e., grievance processing or other on-the job contract
administration responsibilities and only to the extent allowed by law.

The Company shall supply the respective Local Unions with a seniority list of
the employees covered by this Agreement within each Geographic Location. Such
list shall be revised quarterly. The Company shall also provide the Local Union
involved with the names of all new employees and those who have been permanently
transferred or terminated.

                               SENIORITY TRANSFERS

Section 7A. An employee who is permanently transferred to an established
Geographic Location at his own request shall retain his seniority in the
Geographic Location from which he was transferred for a period of three (3)
months. Thereafter, he shall have seniority in the Geographic Location here then
employed equal to his total length of service in such Geographic Location, plus
a seniority credit equal to fifty percent (50%) of his previous unbroken
seniority with the bargaining unit. After an additional nine (9) months' service
in such Geographic Location, he shall be given an additional seniority credit
equal to twenty-five (25%) of his unbroken seniority within the bargaining unit
prior to this permanent transfer.

An employee who is permanently transferred outside a given Geographic Location
at the request of the Company, or who is permanently transferred to a newly
established Geographic Location, shall retain full seniority credit as is in
effect at the date of transfer.

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                                     LAYOFFS

Section 7B. In the event of a layoff, the least senior employee within the
Occupational Group selected by the Company within the geographic location where
there is a lack of work, will be displaced. An employee who is displaced will
have the opportunity to bump the least senior employee within his occupational
group who is in his Geographic Location, provided that the displaced employee
chooses to travel to the Geographic Location where the work needs to be
performed during non-work time and at his own expense.

In the event of layoff, an employee shall receive a gratuity payment equal to
two (2) times his/her vacation entitlement.

                                 REINSTATEMENTS

Section 7C. When additional employees are needed in any Geographic Location,
employees who have been laid off shall be offered reinstatement in the reverse
order in which they were laid off before the positions are filled by the
transfer of employees with less seniority or by the employment of new employees.
Notification of opening for reinstatement shall be given by the Company, by
certified mail, to the last address furnished by the employee to the Company. A
copy of such notice shall also be sent to the Local Union involved. Within
ninety-six (96) hours after such notice is received by the laid off employee,
the laid off employee must advise the Company whether he accepts such
reinstatement. If no reply is received by the Company within 7 days after the
notice is mailed, the next employee on the seniority list may be notified of the
opening. If no employee remains on the seniority list, a new employee may be
hired. Employees recalled shall report to work within seven (7) calendar days
after indicating their willingness to accept reinstatement. If they fail to
report within such time, they shall lose their seniority rights. It will be the
responsibility of the laid-off employee to keep the Company and Union advised of
the employee's current mailing address.

                                WORK ASSIGNMENTS

Section 7D. The Company has the right to assign any type of work to an employee,
and to rotate employees between locations in a Geographic Location. However,
consideration will be given to seniority in making such work assignments.

                                    TRANSFERS

Section 8. An employee may be temporarily assigned to work at any location in
the United States. Such assignment shall normally not exceed thirty (30) days
except that employees may be required to remain at the customer location for
periods exceeding thirty (30) days as necessary to complete the assignment. An
employee who is assigned a temporary remote job that requires the employee to be
away from home from Monday through Friday of the following week will be allowed
the two week-end days (i.e. Saturday and Sunday) actually at home. However, no
employee may be permanently transferred without his consent. When transferred
either on a temporary or a permanent basis, the employee shall be permitted by
the International and Local Unions of the IBEW to work at the assigned location.

The Company shall reimburse the employee for any reasonable expenses that are
incurred by him in connection with any temporary assignment or permanent
transfer which is made at the request of the Company but the Company shall not
be liable for any expenses incurred by an employee in connection with any
assignment or transfer which is made at the request of the employee. Transfers
effected within a Geographic Location as a result of applying the seniority
provisions of this Agreement shall be made solely at the expense of the employee
involved. In cases of temporary transfer, the employee, upon request, shall be
advanced not less than two weeks' prepaid expenses.

                               GRIEVANCE PROCEDURE

Section 9. If there is any grievance, dispute by any employee covered by this
Agreement or Union with respect to the interpretation or application of any
provision of this Agreement, such grievance, dispute or difference shall be
reduced to writing and processed in accordance with the following steps in this
grievance

<PAGE>

procedure, provided, however, that any individual employee, or group of
employees, shall have the right at any time to present verbally, or in writing,
complaints or grievances to the Company and to have such grievances adjusted,
without the intervention of the Union, as long as the adjustment is not
inconsistent with the terms of this Agreement, and provided the Union's
representative has been given an opportunity to be present at such adjustments.

Step One. The grievance shall be submitted to the aggrieved employee's DOM if
the employee's Steward and the DOM fail to settle the grievance within three (3)
days, it may be submitted to Step Two.

Step Two. The Region Director and the Union's Business Representative shall
attempt to settle the grievance. If no settlement is reached within five (5)
days, the grievance may be submitted to Step Three. The Company's Human
Resources Department shall be copied.

Step Three. The President and Chief Operating Officer of the Company, or his
designated representative, and the International President of the Union, or his
designated representative, shall attempt to settle the grievance. If no
settlement is reached within a reasonable time (not to exceed thirty (30) days),
the grievance may be submitted to arbitration as set forth in Step Four.

Step Four. Any grievance not satisfactorily disposed of in accordance with the
steps of the grievance procedure above may be submitted to arbitration under the
voluntary arbitration rules then obtaining with the Federal Mediation and
Conciliation Service except the Arbitrator shall be selected as follows: The
Federal Mediation and Conciliation Service shall submit as soon as possible, to
each of the Parties, duplicate lists of the names of seven (7) persons qualified
to act. The Union and the Company shall within ten (10) days from the receipt of
such lists, indicate the order of preference, if any, for names on their
respective lists. These lists shall be returned to the FMCS which shall,
thereupon, select the Arbitrator from the name or names remaining.

The Parties agree that the decision or award of such Arbitrator shall be final
and binding on each of the Parties and that they will abide thereby, subject to
such laws, rules and regulations as may be applicable. The authority of the
Arbitrator shall be limited to determining questions directly involving the
interpretation or application of specific provisions of this Agreement, and no
other matter shall be subject to arbitration hereunder. The Arbitrator shall
have no authority to add to, subtract from, or to change any of the terms of
this Agreement to change an existing wage rate or to establish a new wage rate.
In no event shall the same question or issue be the subject of arbitration more
than once. Each Party shall bear the expense of preparing and presenting its own
case. The cost of the arbitrator's services and any other expenses incidental to
the arbitration, mutually agreed to in advance, shall be borne equally by the
Parties.

All grievances shall be presented as soon as practicable after the occurrence
upon which the same is based, but in no event later than seven (7) days if the
same is a dismissal grievance or later than thirty (30) days if the grievance
arises from any other cause.

The failure to submit a grievance within such periods shall constitute a bar to
further action thereon. If it is determined under the grievance procedure,
including arbitration, that any adjustment in wages is appropriate, such
adjustment shall be based upon existing wage rates, and shall be applied
retroactively to the date of occurrence, provided that such date is not more
than thirty (30) days prior to the date upon which the grievance was presented.

The Company will consider reprimands or disciplinary action against an employee
as cleared from his record after an eighteen (18) month period from the date of
issuance; provided that there have been no further infractions during that
period. The employee's record may be cleared earlier when, in the judgment of
the Company, his past service record warrants such action.

                           TRAVEL AND LIVING EXPENSES

Section 10. Employees who are required by the Company to travel on Company
assignments shall be compensated as follows:

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(a) when temporarily transferred outside the Geographic Location on productive
work assignments, a travel allowance at the applicable rate, calculated on his
regular base rate of pay for all time required, not to exceed eight (8) hours in
any one (1) day.

(b) When traveling for instructional purposes and other nonproductive
assignments, a travel allowance for the time spent in such travel, not to exceed
eight (8) hours in any one day, at the employee's straight time rate of pay
without regard for whether such travel is on a Saturday or Sunday.

When an employee is required to report directly from his residence to a work
location other than within his assigned Geographic Location, the time spent in
travel which is in excess of the normal travel time between his residence and
his assigned Geographic Location and toll charges which are in excess of those
normally required in travel between his residence and his assigned Geographic
Location shall be paid. There shall be a maximum of forty-five (45) minutes
normal travel time for those Technicians on truck take home. The Company shall
determine the amount of the excess travel time and it shall be paid at the
employee's applicable rate calculated on his basic wage rate.

The time and method of traveling shall be subject to Company instruction.

Each employee shall be reimbursed by the Company for reasonable living expenses
incurred by him while away from the city assigned as his base of operations,
provided that no such reimbursement shall be made for any particular day unless
the employee is required to use a hotel because the distance between his
location at the end of the day and his assigned base of operations, or other
circumstances, prohibits his return to the city in which his base of operations
is located. Employees are to submit valid expense reports in a timely manner.
Approved expenses will be paid through the accounts payable system generally
within three weeks of submission.

                                   AUTOMOBILES

Section 11. No employee shall be required, as a condition of employment, to
furnish an automobile for use in connection with his work.

                                    VACATIONS

Section 12. Employees who on January 1 of each year have continuous service
credit as set forth below will be entitled to an amount of vacation in
accordance with the following schedule to be taken during the subsequent twelve
(12) month period:

<TABLE>
<CAPTION>
Continuous Service Credit                               Vacations
-------------------------                               ---------
<S>                                                     <C>
More than 6 months but less than 1 year                  1 week
1 year but less than 5 years                             2 weeks
5 years but less than 10 years                           3 weeks
10 years or more                                         4 weeks
25 years or more                                         5 weeks
</TABLE>

The vacation year will begin on January 1 and end on December 31. For the
purposes of determining vacation entitlement, continuous service credit does not
accrue while an employee is on layoff or leave of absence.

Employees will be paid at their regular rate of pay for any vacation time which
they take. Payment in lieu of taking accrued vacation will not be allowed.
Employees may carry over a maximum of five (5) days from one vacation year to
another. An employee will be entitled to an additional vacation day if a paid
holiday falls during his vacation.

Employees must be on the active payroll on January 1 to be eligible for vacation
benefits for the subsequent year. An employee who is terminated for any reason
will be granted payment for vacation time which had accrued in the preceding
vacation year but was not taken in the current year. In addition, where required
by state law or when an employee retires, accrued vacation will be paid on a
prorated basis.

<PAGE>

Vacation scheduling must be approved in advance by the DOM. The DOM, or his
designee will consider an employee's seniority in making vacation scheduling
decisions, provided that doing so is consistent with the Company's efficient
operations.

                                    HOLIDAYS

Section 13. The following holidays shall be observed: New Years' Day, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Four (4)
personal holidays will be observed by all employees covered by this Agreement
during the period January 1 to December 31 of each year. Each employee shall
select the day he desires to celebrate such holidays except that such holidays
shall be distributed evenly across the period for each seniority group. Choice
of the holidays shall be governed by seniority.

For the term of this Agreement other recognized holidays may be observed in
place of Memorial Day and the four (4) personal holidays on the basis of a local
understanding between the Local Union Business Representative and the Company
Regional Director, subject to the approval by the Human Resources Department of
the Company and the International Office of the Union. In the absence of any
local agreement with respect to these five (5) holidays, the above named
holidays shall be observed. When any holiday designated in this Section falls on
Sunday, and Monday is the day commonly observed for that holiday, such Monday
shall be considered as the designated holiday. When any holiday designated in
this Section falls on a Saturday, and Friday is the day commonly observed for
that holiday, such Friday shall be considered as the designated holiday. In the
event that a designated holiday falls on an employee's designated day off other
than Saturday or Sunday, the DOM, or his designee, shall grant the employee his
next scheduled workday off, or permit the employee to select any day off within
the next fourteen (14) calendar days. In order to qualify for holiday pay, an
employee must work his scheduled day before and after the holiday unless excused
in writing by medical authority.

The Company shall pay employees at their straight time hourly base rate not to
exceed eight (8) hours for each of the above-designated holidays. Employees who
are required to work on any one of the designated holidays shall be paid at two
times their straight hourly base rate for hours worked. Such payment to be made
in addition to the employee's basic salary. An employee who is on jury duty,
appearing as a subpoenaed witness in court or on non-war military duty shall
receive holiday pay in accordance with this Section instead of the payments
provided for in Section 17.

                            AGREEMENT AGAINST STRIKES
                                  AND LOCKOUTS

Section 14. There will be no strike, refusal to work, slowdown, sit-down,
picketing, or boycott by the Union or its affiliated Locals or members, or
lockout on the part of the Company during the term of this Agreement, provided
that a member of the Union may refuse to enter upon the premises of any employer
other than the Company if the employees of such employer are engaged in a strike
ratified or approved by a representative of such employees whom such employer is
required to recognize pursuant to an applicable state law or the labor
Management Relations Act of 1947, as amended.

In consideration of this Agreement, the Union agrees not to sue the Company, its
officers or representatives, and the Company agrees not to sue the Union, its
officers, agents or members for any labor matters in any court of law or equity.

                                 UNION SECURITY

Section 15.A. Union Shop. It shall be a condition of employment that all
employees of the Company covered by this Agreement who are members of the Union
on the effective or execution date of this Agreement, whichever is later, shall
remain members and those who are not members on the effective or execution date
of this Agreement, whichever is later, shall on the thirty-first (31st) day
following the effective or execution date of this Agreement, whichever is later,
become and remain members of the Union. It shall also be a condition of
employment that all employees covered by this Agreement and hired on or after
its effective or execution date, whichever is later, shall, on the thirty-first
(31st) day following the beginning of employment, become and remain members in
good

<PAGE>

standing in the Union. This provision shall not apply in any location where it
is prohibited by state law, and if so prohibited it shall apply whenever the law
is changed so that it may be effective.

Section 15.B. Checkoff. Except for any employee employed in a state in which
assignment is prohibited or void, upon receipt of an employee's written
authorization which shall not be irrevocable for more than one year, or beyond
the termination day of this Agreement, whichever occurs sooner, the Company
shall deduct from such employee's wage on the second bi-weekly pay day of each
month the Union dues and remit same to the duly authorized representative of the
Union, together with a list of names of the employees from whose pay deductions
were made.

Within thirty (30) days after receipt of a written authorization from the
employee, the Company will deduct an amount equal to the reasonable initiation
fee uniformly required as a condition of acquiring membership in the Union and
will remit said amount to the duly authorized representative of the Union,
together with a list of the names of the employees from whose wages such
deductions were made.

The Local Union agrees to hold the Company free from all liability in connection
with dues and/or initiation fee collection except for ordinary diligence and
care in transmittal of the monies to the Local Union, and further agrees that
the Company will not be required to deduct from an employee's wages both Union
dues and initiation fees in the same month.

                         ABSENCE FOR PERSONAL ILLNESS OR
                          DEATH IN THE IMMEDIATE FAMILY

Section 16.A. Personal Illness. Employees who are absent from work due to
personal illness are eligible for paid sick leave. Paid sick leave will accrue
at a rate of .563 days per month. Paid sick leave will be paid at an employee's
straight time rate of pay. Any employee may accumulate up to forty (40) days of
paid sick leave. Accrued sick leave does not pay out upon termination of
employment. In addition, employees will receive up to eight (8) hours of paid
leave for absence due to medical appointments.

Section 16.B. Death in the Family. An employee who is absent from work solely
because of the death and funeral of their spouse, child, step-child, foster
child (if living in the employee's home), son-in-law, daughter-in-law,
grandchild, parent, step-parent, grandparents, grandparent-in-law, brother,
brother-in-law, sister, sister-in-law, mother-in-law or father-in-law will be
compensated, on the basis of straight time earnings, for the time lost by him
from his regular schedule by reason of such absence, for up to three (3) days
for each such absence and up to eight (8) hours per day.

If an employee is entitled to receive, upon proper application, weekly
disability benefits under the California Unemployment Insurance Code for the
same period when he is also eligible for "absence payments" under this Section,
the Company will pay such "absence payments" if otherwise eligible, in an amount
equal to the difference between the employee's basic weekly rate and the amount
paid to the employee under the California Unemployment Insurance Code.

If an employee is entitled to receive temporary disability benefits under any
State Workers Compensation Law and state law provides that such benefits must be
paid to the employee regardless of his pay status, any "absence payments" under
this Section for the same period will be reduced by the amount of such Workers
Compensation payment.

                          LEAVE OF ABSENCE FOR JURY AND
                                  MILITARY DUTY

Section 17. Leave of absence shall be granted for jury duty and for military
duty to employees. If an employee is called for jury duty, the Company shall pay
the employee's regular basic salary rate for the duration of the jury duty. An
employee called for non-war military duty shall be paid the difference between
the base military pay, plus such allowances as flight pay and submarine pay, and
the employee's regular basic salary rate with the Company for a period of ten
(10) days if the employee is called for training.

<PAGE>

Any employee who enters or is called into the Armed Forces of the United States,
for an extended period of time (generally for more than thirty (30) days), will
be granted as unpaid leave of absence. Upon satisfactory completion of military
service, the individual will be re-employed in the position which he would have
attained had he remained in continuous employment with the Company, or a job of
like status or pay.

                          LEAVE OF ABSENCE FOR ILLNESS,
                              INJURY OR DISABILITY

Section 18.A. An employee who shall be found and certified by the employee's
attending physician to be unable to perform regularly assigned duties with the
Company because of illness, injury or disability, shall receive a leave of
absence without pay, but with service credit and seniority accumulating while
such condition continues. If the disability continues beyond six (6) months, the
employee shall receive an additional leave of absence not to exceed an
additional six (6) months, without pay, with service credit and seniority
accumulating. If the disability continues beyond one (1) year, the employee
shall receive additional leaves of absence, without pay, not to exceed six (6)
months in the case of any leave of absence, or a total of twelve (12) months,
with service credit and seniority accumulating, and at the end of a total period
of two (2) years, if the employee has not returned to work, the employee's
service credit and seniority will be broken and terminated.

Section 18.B. At the discretion of the Company, an employee may be granted a
personal leave of absence for up to six (6) months without pay, during which
time service credit and seniority will not accumulate.

                       LEAVE OF ABSENCE FOR UNION BUSINESS

Section 19. Any member of the Union shall, on written request of the Union and
approval by the Company, be granted a leave of absence for Union business for a
three (3) year period. Extensions of one (1) year shall be requested and granted
on written request of the Union and approval by the Company prior to the
termination of such leave.

                                  LICENSE FEES

Section 20. Whenever a state, city, county, or other local governing body
requires the purchase of a license by telephone technicians, employees in those
occupational classifications covered by the respective license law shall be
required to purchase their own licenses in accordance with the law.

For those employees who are required by law to purchase a license, the Company
will pay one hundred percent (100%) of each employee's examination charge and
annual license fee.

                          RECOGNITION OF SHOP STEWARDS

Section 21. The Company recognizes the right of the Union to designate Shop
Stewards who shall be recognized as the representative of the Union as provided
herein. Stewards shall be authorized to take up grievances that may arise from
time to time. The Local Union shall supply the Company with a list of the names
of the shop stewards and shall update this list when the circumstances warrant.

The Local Union Business Manager and/or an International Representative of the
Union shall have access to any Region during working hours for the purpose of
investigating grievances, complaints or matters arising out of the application
of this Agreement. The Union Representative will notify the Regional Director of
his intended visit.

                                     SAFETY

Section 22. The Company will make all reasonable provisions for the safety and
health of its employees during hours of employment. The Union agrees to
encourage its members to become aware of and utilize Industry and Company
standards and practices concerning safety and health matters in performing their
duties.

                                      TOOLS

<PAGE>

Section 23. All tools and test equipment required for the work covered by this
Agreement shall be supplied by the Company. Each employee shall be responsible
to account for the tools and test equipment so supplied, ordinary wear and tear
excepted. Non-expendable tools and test equipment lost, damaged, or stolen
through employee's negligence shall be replaced or paid for by the employee. It
shall be the employee's responsibility to request replacements for tools and to
maintain his tool kit in good and complete condition. Upon such request, it is
the Company's responsibility to furnish such replacements. Each technician's kit
shall be checked at least once during each six (6) months' period against the
standard kit list. At that time all necessary tools will be added to bring the
kit up to standard. To the extent that the Company provides a mobile phone to
employees covered by this Agreement, at Company expense, for employee's
reasonable business use, employee's will reimburse the Company for any charges
arising out of employee's personal use of the Company provided phone. If no
Company phone has been provided to an employee covered by this Agreement, the
Company will reimburse the employee for the actual costs of the airtime charges
for the business purpose calls using such employee's personal phone provided
that such employee submits such charges, with substantiation, through the
regular expense reporting process.

                                   DRESS CODE

Section 24. The Company has a right to expect employees to be neat, clean and to
dress in a business-like manner as working and weather conditions dictate. The
Company reserves the right to implement a reasonable dress code should
conditions warrant.

                        NEW OCCUPATIONAL CLASSIFICATIONS

Section 25. In the event the Company establishes a new occupational
classification, the salary rate applicable shall be determined by negotiations
between the Company and the Union. Operations shall not be delayed through
failure to immediately agree upon a salary rate applicable to any such
classification. In such cases, pending the results of negotiations, the Company
will establish and place into effect the new occupational classification and the
Company proposed salary rate applicable thereto. A negotiated rate finally
established which is higher than the Company proposed salary rate will be paid
retroactive to the date of the start of the occupational classification.

                                    INSURANCE

Section 26. Insurance Programs

A. Group Life Insurance: The Company will provide Group Life Insurance Programs
for basic life, accidental death and dismemberment and travel accident. These
insurance programs will provide two (2) times an employee's annual earnings to
his beneficiary.

B. Temporary Disability Insurance: The Company will provide and pay for the
private plan of non-occupational disability benefits currently in effect for
full-time employees covered by this Agreement. If at any time during the term of
this Agreement the Company is required by law to participate in a State
administered plan which provides disability benefits, such employees will
receive benefits solely from such State plan.

C. Comprehensive Health Care Plan: The Company will provide a Comprehensive
Health Care Plan (the "Plan") for full-time employees and their eligible
dependents. Employees are responsible to pay up to twenty percent (20%) of the
applicable monthly premium or monthly premium equivalent as annually established
for either individual or family coverage. The rates payable by an employee
during 2004 under the Plan (except for life, disability, dental and vision
insurance) will remain unchanged until September 30, 2007, if the employee does
not change his/her Plan or dependent status. During the term of this Agreement,
employee co-pay for prescription medicines will not be increased from the
current Plan requirement of $5.00 for generic prescriptions, $15 for formulary
prescriptions and $25 for non-formulary prescriptions. Any changes in the Plan
will not take effect until the Union is notified and afforded an opportunity to
discuss such changes for purposes of ensuring good faith dealings and a smooth
transition.

<PAGE>

                       401(k) SAVINGS AND RETIREMENT PLAN

Section 27. The Company will provide a qualified 401(k) Savings and Retirement
Plan. Under this Plan, an eligible employee may elect to contribute up to the
maximum amount allowable by law from time to time (within discrimination testing
rules) of annual base pay.

The Company will make matching contributions equal to seventy-five percent (75%)
of the first six percent (6%) of base pay (up to a maximum of $3,000)
contributed through salary deferral. Base pay is the employee's base hourly rate
times the number of hours worked each week not to exceed 40 hours.

Notwithstanding the above, the Plan's administration and implementation will be
in compliance with ERISA.

The Company will make available to Employees covered by this Agreement a total
of twelve- (12) investment fund options. The 401 (k) Plan available to Employees
covered under this Agreement is a self-directed plan and the employee is solely
responsible to direct his or her own investment accounts. The Company recommends
that employees seek the counsel of an independent professional financial advisor
with respect to the handling of the self-directed retirement plan account.

                        PROVISION AGAINST DISCRIMINATION,
                            INTIMIDATION AND COERCION

Section 28. There shall be no discrimination against any employee because of
sex, race, color, national origin, creed, age, disability, veteran's status or
Union activity or membership.

                                  SEPARABILITY

Section 29. Should any provision of this Agreement be declared illegal by any
court of competent jurisdiction, such provision shall immediately become null
and void, leaving the remainder of the Agreement in full force and effect and
the parties shall thereupon seek to negotiate substitute provisions which are in
conformity with the applicable laws.

Any local understanding relative to the interpretation or application of any
provision of this Agreement must be executed and approved by the International
Office of the Union and the Human Resources Department of the Company before
becoming effective.

                    TERM AND NOTICE OF CHANGE OR TERMINATION

Section 30. This National Agreement shall be effective the 1st day of October,
2004, and shall continue in full force and effect to and including the 30th day
of September, 2007 and thereafter be automatically renewed from year to year
from the 1st day of October, unless notice in writing shall be given by either
party to the other of changes desired in the Agreement or of its termination, at
least sixty (60) days prior to September 30, 2003 or sixty (60) days prior to a
subsequent applicable expiration date after automatic renewal. If the Parties do
not reach an agreement with respect to such proposed changes, or a new agreement
in the event termination notice has been given prior to said expiration date,
then this National Agreement shall terminate on its expiration date. The Parties
may, however, by mutual consent, extend this Agreement for a specific period of
time to allow further negotiations. Section 30.A. The Company agrees to advise
the Union in writing one (1) month in advance of a change in name or ownership.
Before any such change, the new ownership shall be given a copy of this
collective bargaining agreement. The Company further agrees to request that the
new ownership offer employment to Seller's employees.

                    STOCK OPTIONS/EMPLOYEE PURCHASE OF STOCK

Section 31. The Company will issue its standard stock options to employees once
within thirty (30) days of the date of execution of this Agreement and once
again on or before October 1, 2005, in the following amount per issuance: 650
for Master Technicians; 750 for Field Service Engineers; and 850 for Senior
Field Service Engineers.

<PAGE>

The Company will allow employees covered under this Agreement to participate in
the stock purchase aspects of the Employee Stock Option Plan ("ESOP"). This
undertaking is subject to the right by the Company to withdraw the ESOP or the
stock purchase feature so long as it does so for all of its employees.

The Company also reserves the right to modify or enhance the ESOP, in whole or
in part, without including the employees covered by this Agreement. If the ESOP
or the stock purchase feature is withdrawn or otherwise changed, the IBEW shall
have the right to reopen negotiations as to this matter concerning the stock
purchase feature. The Company will notify employees covered under this Agreement
of the stock purchase feature.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
hereinbelow by their respective duly authorized representatives on the date
first appearing above.

Jerry Sparling
Vice President

INTERNATIONAL BROTHERHOOD ELECTRICAL WORKERS, AFL-CIO By:

APPROVED:

/s/ Edwin D. Hill
------------------------------
Edwin D. Hill
International President

MITEL NETWORKS SOLUTIONS, INC.

By: /s/ Jerry Sparling
    --------------------------
    Jerry Sparling

<PAGE>

                                   SCHEDULE A

Introduction

The Company maintains four occupational groups within its represented field
technical group. Each occupational group has specific requirements that must be
met. New hires can be assigned to any occupational group provided they meet the
necessary requirements. After a new hire completes his introductory period, he
can request that his Status be reviewed to determine if he should be placed at a
higher Technician level. In the event that such employee is not placed in a
higher Technician level, he may avail himself of the grievance procedure to
contest such action.

The Company reserves the right to require re-certification of any employee in
any occupational group when it has reasonable cause to believe such employee
does not fulfill the requirements for such position. An employee who fails to
pass a re-certification will be given six months to re-certify. If the employee
fails such second attempt to pass the re-certification such employee may be
reclassified. In the event an employee who has been re-classified again fails to
re-certify at his former level within a six (6) month period, such employee will
be subject to termination. In the event that an employee is re-classified or
terminated, he may avail himself of the grievance procedure to contest such
demotion or termination.

Notwithstanding the above, the Company has the right to require re-certification
of senior field service engineers every two (2) years at the direction of the
Company.

Training

The District Operations Manager will develop with each employee covered under
this Agreement a mutually agreed upon training plan to aid each such employee in
his or her efforts to obtain the requisite training to maintain his or her job
classification during the term of this Agreement. As a part of the training
plan, each such employee may, as required in each individual case, be scheduled
for up to one hundred twenty (120) personal training hours during the term of
this Agreement. The Company will make a good faith effort to ensure the employee
scheduled for personal training is not interrupted during the scheduled time to
perform service.

On at least a yearly basis, the Company will meet with the Union to review the
criteria which is taken into account in deciding who is selected for products
specific training, when they are selected, on which equipment they are trained,
and how the procedure will be performed in the future.

In deciding which employees are trained on which equipment, a major factor that
will be taken into account is what type of equipment is installed and serviced
in the Geographic Location in which the Technician works.

Any training provided to members of a particular job classification in a
particular Geographical Location will be offered on a seniority basis provided
the senior person or persons have the requisite minimum skills and attributes
necessary to make such training mutually advantageous to the Company and
employee.

In order to help ensure that an employee may maintain competence at his level,
and improve upon already existing skills, the Company will provide training
which is specific to the equipment that the technician is expected to install
and service. It is the employee's responsibility, however, to seek out and
acquire general technological training which is generic in scope. In order to
assist an employee in acquiring such training, the Company has implemented a
tuition reimbursement program. Employees will reimburse the Company for any
moneys the Company expends in providing non product specific training, which is
intended to lead to certification, by an independent party, to the extent the
employee leaves the Company on his/her own volition within two (2) years of
receiving such training. The training will-be deemed to have been received at
such time as the employee becomes certified or fails to pass the certification
test. The Company will have employees sign an agreement with respect to such
before employee enters the program.

Evaluation

Employees will be given annual performance evaluations. One component of this
evaluation will be customer

<PAGE>

satisfaction, but only as it relates to the performance of the employee. The
Company may, in its sole discretion, provide remuneration based on customer
satisfaction and recognition upon achievement of a higher level of
certification. However, such remuneration shall not be part of, or included in,
an employee's wage rate. The Company may also, in its sole discretion, provide
recognition to employees who achieve outstanding customer satisfaction.

In no event will said performance evaluation be used, however, to discipline an
employee, but it may be utilized to develop a plan for improvement in areas
where the Company has determined it is required.

Master Telephone Technician, FSEI Senior FSE Application Evaluation forms
(Copies Attached).

Applications/Evaluation forms and prerequisites lists for Master Telephone
Technician, Field Service Engineer and Senior Field Service Engineer may be
obtained from the individual Region Offices or from HR.

1. Telephone Technician ("Technician")

This occupational group is used as an entry-level step and training group,
consequently it has four steps. A candidate can jump or bypass any of the steps
provided that he meets the criteria of the level being considered for.

Level 1 Technical school graduate with no practical experience.

Level 2 Basic telephony knowledge. At least six (6) months of practical
experience in the business. Demonstrated ability to layout, install and service
key systems and like products.

Level 3 At least one (1) year of practical experience in the business.
Demonstrated ability to layout, install and service key systems and like
products.

Level 4 Solid telephony knowledge. At least eighteen (18) months of practical
experience. Ability to install and service at least one (1) of the Company's
major distributed products.

Any new hires into the Technician occupational group must achieve the necessary
requirements to advance to Master Technician status within a three (3) year
period. Employees who fail to do so may be subject to termination.

The Company will provide a six (6) month promotional review for all Technicians
in order to assess their status. These reviews will be conducted by the DOM, and
employees will be counseled regarding any deficiencies they may have. If,
however, an employee wants to progress more quickly, he may apply for a
promotion to a higher level at an earlier time. In the event that an employee is
not promoted after seeking a higher level, he may avail himself of the grievance
procedure to contest such decision.

2. Master Telephone Technician

A Master Telephone Technician is one who has met and continues to meet the
challenges of new technology with a "can do" attitude. He is a specialist in at
least two (2) of the Company's product lines and is typically among the most
proficient technicians in the group.

Criteria

-     Demonstrated commitment to keeping abreast of new technology in his area
      of expertise.

-     Knowledge of special services telephony (transmission and signaling).

-     Understanding of data communications.

-     Have actively and successfully participated in Company provided training
      programs and shown an initiative to broaden their knowledge through
      outside training means.

<PAGE>

-     Have obtained knowledge of digital and microprocessor technology through
      technical school training or recognized self-study programs.

-     Attain a passing grade on the Company-administered written test.

Master Telephone Technician Selection Process

The Company will initiate the review of each Technician for promotion to Master
Technician shortly before the time in which the individual has served in the
Technician classification for three (3) years. The candidate may also initiate
the request for promotion to Master Technician at an earlier time through his
supervisor. Once the request is approved, a review of the qualifications will be
completed by the DOM.

The qualifications will reflect the Technician's ability to configure, program
and troubleshoot the systems in their area of expertise. A basic understanding
of voice and data communications will also be required. In the event that a
Technician is not promoted to a Master Technician after applying for such
position, he may avail himself of the grievance procedure to contest such
decision by the Company.

3. Field Service Engineer

This occupational group develops and rewards the Technicians who have
demonstrated superior technical knowledge and skills combined with outstanding
communication and customer relations skills. The position carries with it a high
degree of visibility and status within the organization and a candidate must
demonstrate maturity and high standards of conduct.

He must be credible as a leader by exhibiting superior knowledge and the ability
to impart his knowledge to others in his work group. In addition he may be
called to provide formal or informal training.

Criteria

-     Successful completion of approved external job related training,
      i.e., community college technical course, vocational school, or approved
      self-study program.

-     Hold current Certifications on all major products.

-     Attain passing mark on the Company administered written test.

FSE Selection Process

Application

The candidate must initiate the application through his DOM, who reviews the
process with him and answers any related questions. The application, with a
completed background information form, is submitted to the Regional Director,
after which a formal examination is scheduled. This examination will take place
no later than ninety (90) days from application date.

FSE Examination

The FSE examination consists of 100 random questions, requiring the applicant to
demonstrate a thorough knowledge of the current Mitel product line, a
comprehensive knowledge and understanding of the DOS commands as related to the
Mitel 3300 and Windows computer operating systems, and a basic understanding of
LANs, WANs, and data networking theory and components.

Source material for product questions used on the exam are derived from Mitel
technical training courses on SX-2000, SX-200, SX200ICP, MN3300, ACD, ISDN, and
NuPoint and CCNA preparation materials. Source material for questions on DOS,
Windows, data communications, data networks, and LAN/WANs, are courses that are
available from the Multimedia Learning Center in Kanata. Any books or courses
that cover the above topics in detail will serve as equivalent reference
material when preparing for the examination.

The minimum-passing grade on the examination is 75%. If a candidate fails the
exam, he can re-apply after six

<PAGE>

(6) months, after having demonstrated efforts to strengthen knowledge in the
failed areas. The retest will consist of another 100 randomly generated
questions.

Responsibilities

All Field Service Engineers are expected to Assist fellow Technicians in solving
technical problems and escalating unresolved problems, through proper channels,
to a satisfactory solution.

-     Take charge of installations and other situations, leading fellow
      Technicians to efficient and professional conclusions.

-     Interface with telephone company personnel and escalate when necessary to
      resolve technical problems with outside circuits and equipment

-     Set an example for other Technicians by producing accurate and complete
      paperwork in a timely manner.

-     Conduct specialized training when required.

-     Interface directly with management regarding test equipment needs, parts
      inventories, and training requirements for the work group.

-     Maintain their technical education and, by example, foster the advancement
      of others.

4. Senior Field Service Engineer

This occupational group is established to develop/seek the necessary technical
skills to meet rapid changing technologies which are affecting the
telecommunication industry. Technologies such as IP Telephony, Applications,
Voice/Data/Video Imaging, Consolidated Networking and open system architecture
demand understanding and knowledge of computing and data networking environments
along with knowledge of voice processing and voice communications.

Candidates for this group will have achieved the requisites for promotion or
entry through a combination of:

a) Company provided training and training materials.

b) Outside courses may be reimbursed through the Company Tuition Reimbursement
   Program.

c) Self development including self paced skill based courses and industry
   related publications.

d) Practical experience.

Criteria

-  Ability to fulfill the requirements of the FSE classification

-  Demonstrate proficiency in the following areas:

      -  Computer literacy in operating systems

      -  DOS commands as related to the MN3300, and current Windows variant

      -  Switched 56

      -  Frame relay

      -  Fiber Optics Computer network architecture

      -  Client server

      -  Protocols - TCP/IP

      -  LANs, WANs, MANs or Gateways, Routers, Bridges

      -  Ethernet, Token Ring Applications, Integration

      -  Computer/Telephony integration

      -  Network management

      -  ACD, Call Centers, E911

Senior FSE Examination

The Senior FSE examination consists of 150 random questions, requiring the
applicant to demonstrate a thorough knowledge of the current Mitel product line,
a comprehensive knowledge and understanding of major computer operating systems,
and an in-depth understanding of LANs, WANs, and data networking theory and
components.

<PAGE>

Source material for product questions used on the exam are derived from Mitel
technical training courses on SX-2000, SX-200, ACD, ISDN, MN3300, SX200ICP, and
NuPoint products. Source material for questions on DOS, Windows, data
communications, data networks, and LAN/WANs, are courses that are available from
the Multimedia Learning Center in Kanata. Any books or courses that cover the
above topics in detail will serve as equivalent reference material when
preparing for the examination. In addition, any publications that will help
prepare an individual for Microsoft's MCP or MCSE certification, Cisco CCNA are
valuable source materials.

The minimum passing grade in the written test category is eighty three percent
(83%). If an individual does not achieve a passing grade, the Company will
counsel the employee and help identify the areas/topics that need focus.

If a candidate fails the exam, he can re-apply after six (6) months after having
demonstrated efforts to strengthen knowledge in the failed area. The retest will
consist of another 150 randomly generated questions.

The Company and Union will meet on a yearly basis to review the program's
progress/success.

The Company reserves the right, in the future, to determine the maximum number
and location of Field Service Engineers and Senior Field Service Engineers.
However, prior to implementing this right, the Company and the Union will
discuss the procedure to be followed.
<PAGE>


SCHEDULE B

a) Occupational Groups

Group I Senior Field Service Engineers
Group II    Field Service Engineers
Group III   Master Telephone Technicians
Group IV    Telephone Technicians

b) Geographic Locations

Geographic Locations are set forth below, identified by the appropriate three
digit numbers. Geographic Locations may be changed by written mutual agreement
between the Home office of the Company and the International Office of the
Union. Such changes can be made at any time during the terms of this Agreement
provided mutual agreement is reached. Employees are assigned on a Geographic
Location basis.

<TABLE>
<CAPTION>
STATE    LOC#    LOCATION
-----    ----    -------------------------
<S>      <C>     <C>
MA       101     Boston Providence
         102     Springfield
CT       103     Hartford
NY       104     Albany
         105     Buffalo
         106     Rochester
         107     Syracuse
         108     New York City
         109     Long Island
NJ       110     North Jersey
PA       111     Philadelphia/South Jersey
         112     Pittsburgh
MD       113     Baltimore/Washington
VA       114     Richmond/Norfolk
NC       115     Charlotte
         116     Raleigh/Durham
SC       117     Columbia
GA       118     Atlanta
FL       119     Miami/Ft. Lauderdale
         120     Tampa
         121     Orlando
         122     Jacksonville
LA       123     New Orleans
AL       124     Mobile
TN       125     Memphis
         126     Knoxville
         127     Nashville
OH       128     Cincinnati
         129     Columbus
         130     Cleveland
         131     Dayton
MI       132     Detroit
MO       133     Kansas City
         134     St. Louis
IL       135     Chicago
IN       136     Indianapolis
KY       137     Louisville
TX       138     Dallas/Ft. Worth
         139     Houston
         140     San Antonio
         141     Austin
CO       142     Denver
AZ       143     Phoenix
CA       144     Los Angeles
         145     San Francisco/Bay Area
         146     San Diego
</TABLE>
<PAGE>

[ATTACH ORIGINAL EXECUTED LETTER]

ADMINISTRATIVE LETTER

Mitel Communications Solutions, Inc.

LETTER NO. 1

Date: October 1, 2000

Mr. J. J. Barry, International President
International Brotherhood of Electrical Works, AFL-CIO
1125 Fifteenth Street, N.W.
Washington, DC 20005

      RE:  Geographic Location Wage Differentials

Dear Mr. Barry:

This is to confirm the understanding reached between Mitel Communications
Solutions, Inc. (the "Company") and the International Brotherhood of Electrical
Workers (the "Union") regarding potential Geographic Location wage
differentials.

Subsequent to the ratification of the collective bargaining agreement recently
negotiated between the parties, the Company will consider the application by any
local Union for a wage rate differential in excess of the negotiated rates based
upon such considerations as the cost of living and market conditions in a
particular Geographic Location.

It is understood and agreed that this letter shall be effective only for the
duration of the recently negotiated collective bargaining agreement, unless
terminated at an earlier date by mutual consent of said parties.

FOR THE UNION:                           FOR THE COMPANY:

------------------------------------     ---------------------------------------
J. J. Barry, International President     Carl Carruthers, Vice President/General
                                         Manager

<PAGE>

     [ADMINISTRATIVE LETTER NO. 2, DATED OCTOBER 1, 2000, SHALL NO LONGER BE
                        EFFECTIVE AS OF OCTOBER 1, 2004.]

<PAGE>

[ATTACH ORIGINAL EXECUTED LETTER]

ADMINISTRATIVE LETTER

Mitel Communications Solutions, Inc.

LETTER NO. 3

Date: October 1, 2000

Mr. J. J. Barry, International President
International Brotherhood of Electrical Works, AFL-CIO
1125 Fifteenth Street, N.W.
Washington, DC 20005

      RE:  Scope of Agreement

Dear Mr. Barry:

This is to confirm that neither this collective bargaining agreement nor its
terms apply to employees employed outside the United States. Likewise, this
collective bargaining agreement will not control diagnostic and/or programming
work which has been relocated from Mt. Laurel, New Jersey to Kanata, Ontario,
Canada.

FOR THE UNION:                                FOR THE COMPANY:

-----------------------------------------     ----------------------------------
J. J. Barry, International President          Carl Carruthers,
                                              Vice President/General Manager

<PAGE>

[ATTACH ORIGINAL EXECUTED LETTER]

ADMINISTRATIVE LETTER
Mitel Communications Solutions, Inc.

LETTER NO. 4

Date: October 1, 2000

Mr. J. J. Barry, International President
International Brotherhood of Electrical Works, AFL-CIO
1125 Fifteenth Street, N.W.
Washington, DC 20005

      RE:  Secondary and Tertiary Markets

Dear Mr. Barry:

This is to confirm the understanding reached between Mitel Communications
Solutions, Inc. (the "Company") and the International Brotherhood of Electrical
Workers (the "Union") with respect to secondary and tertiary markets.

The Union understands that the Company is, and may from time to time during the
term of this Agreement continue to be, in the process of selling off its
installed base of customers in certain secondary and tertiary markets to
Platinum Elite VARs, Elite VARs, and Mitel Dealers of Mitel, Inc. (collectively
"Dealers"). The Company agrees to use its good faith, best efforts to encourage
said Dealers to employ technicians affected by this process on mutually
satisfactory terms and conditions.

FOR THE UNION:                           FOR THE COMPANY:

------------------------------------     ---------------------------------------
J. J. Barry, International President     Carl Carruthers, Vice President/General
                                         Manager

<PAGE>

[ATTACH ORIGINAL EXECUTED LETTER]

ADMINISTRATIVE LETTER
Mitel Communications Solutions, Inc.

LETTER NO. 5

Date: October 1, 2000

Mr. J. J. Barry, International President
International Brotherhood of Electrical Works, AFL-CIO
1125 Fifteenth Street, N.W.
Washington, DC 20005

      RE:  Special Skill Work

Dear Mr. Barry:

This is to confirm the understanding that from time to time, the Company may
have opportunities which involve work which requires skills or knowledge not
possessed by its bargaining unit employees. The parties agree that the Company
may subcontract this work notwithstanding any limit on its right to subcontract
contained in the collective bargaining agreement. However, the parties agree
that this side letter will not be utilized to avoid training bargaining unit
employees to do this work. Rather, in the event the Company reasonably expects
the demand for a particular type of work or skill to continue for longer than
six (6) months, the Company will attempt to develop its employees to meet the
demand.

FOR THE UNION:                                FOR THE COMPANY:

----------------------------------------      ----------------------------------
J. J. Barry, International President          Carl Carruthers,
                                              Vice President/General Manager

<PAGE>

[ATTACH ORIGINAL EXECUTED LETTER]

ADMINISTRATIVE LETTER
Mitel Communications Solutions, Inc.

LETTER NO. 6

Date: October 1, 2000

Mr. J. J. Barry, International President
International Brotherhood of Electrical Works, AFL-CIO
1125 Fifteenth Street, N.W:
Washington, DC 20005
RE:   Designated Senior Field Service Engineer

This is to confirm the understanding reached between Mitel Communications
Solutions, Inc. (the "Company") and the International Brotherhood of Electrical
Workers (the "Union") with respect to the Designated Senior FSE classification.

Definition:

The designated Senior FSE "election" will be used by the Company to fill the
need, in select markets, for a limited number of key personnel, with very
specific skills.

The elections, the number of individuals and the markets in which the
individuals will be designated shall be at the exclusive discretion of the
Company, based upon the following:

ELECTION CRITERIA:

-     Attainment of the Senior FSE classification.

-     Superior customer relations skills and ability to address and satisfy
customer needs at the professional level, i.e., IS Managers/Directors,
Consultants, etc.

-     Ability to articulate, verbally and in writing, solutions to complex
computing, and converged CTI problems.

-     Ability to coordinate technical activities and influence others through
superior analytical skills and persuasive power.

-     Able to travel (including temporary living) as reasonably required by the
Company.

-     Ability to coordinate technical activity at multiple sites occurring
simultaneously

MAXIMUM NUMBERS

The Company shall determine the number and locations of designated Senior FSEs
based on Company requirements.

DESIGNATED DIFFERENTIAL

The designated individuals will receive an on going differential of $ 2.00 per
hour above the current Senior FSE hourly rate as part of their base. The elected
individuals will also be eligible for temporary duty benefits in addition to
travel allowance as appropriate.

FOR THE UNION:                           FOR THE COMPANY:

------------------------------------     ---------------------------------------
J. J. Berry, International President     Carl Carruthers, Vice President/General
                                         Manager

<PAGE>

                                 TRAINING FORMS

                         MASTER TECHNICIAN PRE-REQUISITES
            To be attached to the Master Technician Application Form

The following information is required to determine the candidates readiness for
undertaking the Master Technician Test. The Candidate is to indicate by a check
mark the courses that have been successfully completed. The recommended courses
are for reference only and equivalent material, whether achieved through other
means or through formal tutorials, is recognized. NETG courses are available
from the Multimedia Learning Center in Kanata.

Employee: ____________________________________    Date: ________________________

Region:   ______________________________

<TABLE>
<CAPTION>
                                                                 Self        Date      Certified
1. Product                   Recommended course         Class    Study    Completed    Yes    No
----------               ---------------------------    -----    -----    ---------    ---    ---
<S>                      <C>                            <C>      <C>      <C>          <C>    <C>
PBX: Current Products
                         Mitel SX-2000 Certification    _____    _____    ______       ___    ___
                         Mitel SX-200 Certification     _____    _____    ______       ___    ___
                         Mitel SX200ICP                 _____    _____    ______       ___    ___
                         Mitel MN3300                   _____    _____    ______       ___    ___
Vmail:
                         NuPoint Messenger              _____    _____    ______       ___    ___

Technology
PC's and Application Software Intro
                         NETG/Microsoft                 _____    _____    ______       ___    ___
Data Communications
                         Network Essentials             _____    _____    ______       ___    ___
</TABLE>

List any other courses that you have taken to improve your skills.

________________________________________________________________________
________________________________________________________________________

NOTE: THIS FORM IS SUBJECT TO COLLECTIVE BARGAINING AGREEMENT WHICH OVERRIDES
THE FORM IN THE EVENT OF A DISCREPANCY.

SUBMIT TO:     DISTRICT OPERATIONS MANAGER                    FORM # MCS TECH 01
COPY TO:       REGIONAL DIRECTOR                              OCT. 2004
               HUMAN RESOURCES OFFICE

<PAGE>

                          FSE EXAM STUDY PRE-REQUISITES
                   To be attached to the FSE Application Form

The following will form the basis of the individual employee training plan.

Employee: ____________________________________    Date: ________________________

Region:   ______________________________

<TABLE>
<CAPTION>
                                                                                         Self        Date      Certified
1. Product                          Recommended course                          Class    Study    Completed    Yes    No
----------               -----------------------------------------              -----    -----    ---------    ---    ---
<S>                      <C>                                                    <C>      <C>      <C>          <C>    <C>
a)  IP/PBX:

                         Current MN3300 Certification                           _____    _____    ______       ___    ___
                         Current SX2000 Mitel SX2000 Certification              _____    _____    ______       ___    ___
                          ACD 2000 Mitel Self Study                             _____    _____    ______       ___    ___
                          ISDN/PRI Mitel Self Study                             _____    _____    ______       ___    ___
                         Current Ops Manager Certification                      _____    _____    ______       ___    ___

b) VoiceMail:
                             NuPoint Mitel/Baypoint Innovations                 _____    _____    ______       ___    ___
</TABLE>

The knowledge/information displayed is required to determine the candidate's
readiness for certain Product training and/or undertaking IP readiness courses.
The recommended courses are for reference only and equivalent material, whether
achieved through other means or through formal tutorials, is recognized. NETG
courses are available from the Multimedia Learning Center in Kanata.

<TABLE>
<CAPTION>
2. Technology
<S>                      <C>                                                    <C>      <C>      <C>          <C>    <C>
a) Op. System

       DOS               NETG /Microsoft                                        _____    _____    ______       ___    ___

       Windows 2000 NETG/Microsoft                                              _____    _____    ______       ___    ___

       Data Communications Mastery Point                                        _____    _____    ______       ___    ___

b) Networking
                         Introducing ISDN
                         Networking Foundations - Part 1 - NETG                 _____    _____    ______       ___    ___
                         Networking Foundations - Part 2 - NETG                 _____    _____    ______       ___    ___
                         LAN/ WAN Integration NETG course                       _____    _____    ______       ___    ___
                         Fiber Optics NETG course                               _____    _____    ______       ___    ___
                         OSI Model                                              _____    _____    ______       ___    ___
                         ICND NETG course                                       _____    _____    ______       ___    ___
</TABLE>

NOTE: This form is subject to collective bargaining agreement which overrides
the form in the event of a discrepancy.

SUBMIT TO:    DISTRICT OPERATIONS MANAGER                     FORM # MCS TECH 01
COPY TO:      REGIONAL DIRECTOR                               SEPT. 2004
              HUMAN RESOURCE

<PAGE>

                      SENIOR FSE EXAM STUDY PRE-REQUISITES
                   To be attached to the FSE Application Form

The following will form the basis of the individual employee training plan.

Employee: ____________________________________    Date: ________________________

Region:   ______________________________

<TABLE>
<CAPTION>
                                                                                         Self        Date      Certified
1. Product                          Recommended course                          Class    Study    Completed    Yes    No
----------               -----------------------------------------              -----    -----    ---------    ---    ---
<S>                      <C>                                                    <C>      <C>      <C>          <C>    <C>
a)  IP/PBX:

                         Current MN3300 Certification                           _____    _____    ______       ___    ___
                         Current SX2000 Mitel SX2000 Certification              _____    _____    ______       ___    ___
                          ACD 2000 Mitel Self Study                             _____    _____    ______       ___    ___
                          ISDN/PRI Mitel Self Study                             _____    _____    ______       ___    ___
                         Current Ops Manager Certification                      _____    _____    ______       ___    ___

b) VoiceMail:

                             NuPoint Mitel/Baypoint Innovations                 _____    _____    ______       ___    ___
</TABLE>

The knowledge/information displayed is required to determine the candidate's
readiness for certain Product training and/or undertaking the CCNA Certification
path and IP readiness courses. The recommended courses are for reference only
and equivalent material, whether achieved through other means or through formal
tutorials, is recognized. NETG courses are available from the Multimedia
Learning Center in Kanata.

<TABLE>
<CAPTION>
2. Technology
<S>                      <C>                                                    <C>      <C>      <C>          <C>    <C>
a) Op. System
       DOS               NETG /Microsoft                                        _____    _____    ______       ___    ___
       Windows 2000 NETG/Microsoft                                              _____    _____    ______       ___    ___

       Data Communications Mastery Point                                        _____    _____    ______       ___    ___

b) Networking
                         Introducing ISDN
                         Networking Foundations - Part 1 - NETG                 _____    _____    ______       ___    ___
                         Networking Foundations - Part 2 - NETG                 _____    _____    ______       ___    ___
                         LAN/ WAN Integration NETG course                       _____    _____    ______       ___    ___
                         Fiber Optics NETG course                               _____    _____    ______       ___    ___
                         OSI Model                                              _____    _____    ______       ___    ___
                         ICND NETG course                                       _____    _____    ______       ___    ___
                         Any Cisco CCNA certification study material
                         Mitel Provided Network Lab Exercise Participation
</TABLE>

NOTE: This form is subject to collective bargaining agreement which overrides
the form in the event of a discrepancy.

SUBMIT TO:    DISTRICT OPERATIONS MANAGER                     FORM # MCS TECH 01
COPY TO:      REGIONAL DIRECTOR                               SEPT. 2004
              HUMAN RESOURCES