Exhibit 10.1

                 MVNO MOBILE VIRTUAL NETWORK OPERATOR AGREEMENT

This MVNO MOBILE VIRTUAL  NETWORK  OPERATOR  AGREEMENT  (the  "Agreement or MVNO
Agreement") is made and entered into as of this 10th day of November, 2010,

Among

          VONIFY INC., an Alberta Company Act Company, (herein "Vonify Canada")
          of 276 Pacific Avenue Suite 3 Toronto, Ontario M6P 2P9 Canada, and,

          VONIFY INC., a Cayman Island corporation (herein "Vonify Cayman"),
          with offices at PO Box 143 GT (Georgetown), Grand Cayman Island, BWI
          (British West Indies)
          (Collectively referred to as "Vonify")

And

          MVNO MOBILE VIRTUAL NETWORK OPERATOR CORP., a Canada Business
          Corporations Act (CBCA) Company (herein the "MVNO"), having its
          address for service at Suite 101 - 349 Columbia Street, New
          Westminster, BC V3L 5T6

And

          CYTTA CORP., a Nevada company (herein "Cytta"), having its principal
          offices at 905 Ventura Way, Mill Valley, California, USA, 94941 and,

          CYTTALK NETWORK COMMUNICATIONS INC., A Canada Business Corporations
          Act (CBCA) Company (herein "Cyttalk") having its address for service
          at Suite 101 - 349 Columbia Street, New Westminster, BC V3L 5T6
          (Collectively referred to as "Customer")

This  Agreement,  together  with any Service  Orders (as  described in Section 2
below)  executed by MVNO,  Cytta and Cyttalk and accepted by Vonify  pursuant to
the terms  hereof  shall be referred to  collectively  as the "MVNO  Agreement".
Vonify,  MVNO,  Cytta and  Cyttalk  are  collectively  referred to herein as the
"Parties".

                                    RECITALS

A. Vonify is authorized to provide domestic and international telecommunications
services (the "Services") to MVNO/Customer as described herein;

B. MVNO is in the business of acquiring, organizing,  structuring, marketing and
coordinating operations of MVNO's to Customers on an international basis.

C. MVNO has acquired the rights to the Services from Vonify for the USA
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D.  MVNO or  their  Customers  have  the  facilities,  personnel  and  technical
expertise  to use,  resell and  support  Vonify  services in the  Territory  (as
defined in Exhibit A)

E. MVNO  proposes to license the rights to the Services  acquired from Vonify to
Cytta and Cyttalk for the medical and other specified markets;

In reliance upon the mutual  promises,  representations  and covenants set forth
below, the parties agree as follows:

                              TERMS AND CONDITIONS

1. PURCHASE AND SALE OF THE SERVICES.

     i.   Vonify agrees to allow MVNO to negotiate, license and/or assign all or
          a portion of the Vonify Services to Customer and/or other approved
          Customers subject to written approval by Vonify.

     ii.  Customer agrees to execute a license of the Services for the medical
          market from MVNO (herein the "Medical License"

     iii. MVNO agrees to purchase from Vonify, and Vonify agrees to sell
          Services to MVNO for assignment, license and/or resale to third
          parties on the Vonify GSM Wireless Network (additional terms governing
          these Services are set forth in Exhibit A). Unless explicitly agreed
          to by Vonify in writing, MVNO may only assign, license or resell
          Services to third parties who are also End Users and such third
          parties may not further resell the Services.

     iv.  Customer agrees to purchase from Vonify, and Vonify agrees to sell
          Services to Customer pursuant to the Medical License, for resale to
          third parties on the Vonify GSM Wireless Network (additional terms
          governing these Services are set forth in Exhibit A). Unless
          explicitly agreed to by Vonify in writing, Customer may only resell
          Services to third parties who are also End Users and such third
          parties may not further resell the Services.

2. TERM.  This  Agreement  commences on the  Effective  Date set forth above and
remains in effect for five (5) years.  This Agreement will  automatically  renew
for successive two (2) year renewal terms unless either party provides the other
with a notice of  termination  at least thirty (30) days prior to the end of the
then-current term.

3. DEFINITIONS

In  addition  to terms  defined  elsewhere  in this  Agreement,  as used in this
Agreement the following terms have the following definitions:

     3.1 AFFILIATE(S)  means,  with respect to MVNO and/or  Customer,  any other
entity that directly  controls is controlled by or is under common  control with
MVNO and/or  Customer.  Control is deemed to exist when an entity has the direct
or indirect  possession  of the power to direct the  management  and policies of
another  entity.  Affiliate(s)  means with  respect to Vonify any entity  which,
directly or  indirectly,  is controlled  by Vonify,  or any  partnership,  joint
venture,  consortium or other such entity in which Vonify or its Affiliates have
any material form of ownership or any managerial interest.  For purposes of this
definition,   "material   form  of   ownership"   shall  be  deemed  to  include

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partnerships,  joint ventures,  consortiums or other entities in which Vonify or
its Affiliates have at least a thirty percent (30%) ownership interest.

     3.2 APPLICATION(S)  mean the software  programs,  applications or platforms
that will be combined with the Services and sold to End Users.

     3.3  APPROVED  APPLICATION  means an  Application  that has been tested and
approved  in  writing  by Vonify in  accordance  with this  Agreement.  Approved
applications must meet all GSM standards.

     3.4 APPROVED  DEVICE means a Device that has been certified and approved by
Vonify for the insertion of SIMs  provided by Vonify for  activation on Vonify's
GSM network. Approved devices must meet all GSM standards.

     3.5  AREA(S)  means the areas  within the  United  States  where  Vonify is
authorized  to provide  the  Services.  The Area may change from time to time as
other territories are added (herein the "Other Areas").

     3.6 COMPANY MARKS means the trademarks and trade names of Company listed in
Exhibit A (as such list may be updated  from time to time by Company upon notice
to MVNO/Customer).

     3.7  CONFIDENTIAL   INFORMATION   means  all  data  and  information  of  a
confidential  nature,  including  know-how  and trade  secrets,  relating to the
business, the affairs, the development projects or other products or services of
a party.  Confidential  Information may be communicated orally, in writing or in
any other recorded or tangible form. Data and information shall be considered to
be  Confidential  Information:  (1) if  such  information  has  been  marked  as
proprietary or  confidential,  (2) if a party has  explicitly  advised the other
party of the  confidential  nature  of such  information,  whether  orally or in
writing,  or (3) if,  due to the  character  or  nature of such  information,  a
reasonable person in a like position and under like circumstances knew or should
have known such  information was secret and  confidential.  Without limiting the
generality of the foregoing,  the Services and terms of this Agreement  shall be
deemed to be Confidential Information of Company.

     3.8 CRTC means the Canadian Radio-television and Telecommunications
Commission.

     3.9 DEVICE means the equipment used by MVNO/Customer Subscriber or End User
to originate or receive  wireless  transmissions  on the Network,  including any
wireless telephone,  wireless modem,  wireless SIM (Subscriber  Identity Module)
Card, and any accessories.

     3.10 END USER means a customer  purchasing  Services from MVNO/Customer for
its own  internal  purposes  and not for  resale or  distribution  to, or use on
behalf of, others.

     3.11 END USER AGREEMENT means the written agreement  between  MVNO/Customer
and an End User pursuant to which such End User receives  Services in accordance
with such agreement.

     3.12 EVENTS OF DEFAULT means the following:

     1)   The execution of any assignment for the benefit of creditors or the
          filing for relief by either party under any applicable bankruptcy,
          reorganization, moratorium, or similar debtor relief;
     2)   The appointment of a receiver for MVNO and/or Customer or Vonify or
          for substantially all of their respective assets or properties; or
     3)   Either party's failure to pay any sum owed to the other hereunder at
          the time such amount comes due; or
     4)   MVNO/Customer's failure to furnish a security deposit as may be
          required pursuant to this Agreement; or

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     5)   Either party's failure to perform or observe any other term,
          condition, or covenant to be performed by it under this Agreement; or
     6)   The commission of any illegal act (excluding misdemeanour traffic
          offenses and other minor misdemeanours not involving dishonesty or
          moral turpitude) by or the filing of any criminal indictment or
          information against a party, its proprietors, Customers, officers,
          directors or shareholders (to the extent such shareholders control in
          the aggregate or individual 10% or more of the voting rights or equity
          interests of such party); or
     7)   MVNO/Customer giving Vonify two or more checks within a 12-month
          period that are not paid when presented due to insufficient funds; or
     8)   An unauthorized assignment of this Agreement; or
     9)   MVNO/Customer's failure to meet the eligibility requirements or any of
          the terms and conditions of the Service Plans selected by
          MVNO/Customer; or
     10)  MVNO/Customer's failure to utilize Devices compatible with the Vonify
          GPRS wireless data network or other Vonify network, as determined by
          Vonify.
     11)  In the reasonable judgment of Vonify and upon thirty (30) calendar
          days prior written notice, the passage or adoption of any law, rule,
          or regulation that will make it materially more expensive or difficult
          to provide Services under this Agreement.

     3.13 FCC means the U.S. Federal Communications Commission.

     3.14 GSM means the Global System for Mobility.

     3.15  INTEGRATED  CIRCUIT CARD  IDENTIFIER  ("ICCID") means the number that
uniquely identifies a SIM card.

     3.16  INTELLECTUAL  PROPERTY RIGHTS means all present and future  worldwide
copyrights,  trademarks,  trade secrets,  patents,  patent  applications,  moral
rights, contract rights, and other proprietary rights.

     3.17  INTERNATIONAL  MOBILE SYSTEM IDENTITY ("IMSI") means in Global System
for Mobile Communications ("GSM") systems, information that is stored on the SIM
relevant to network  selection.  The IMSI  contains the user  identity  module -
mobile country code  ("UIM-MCC")  and the user identity  module - mobile network
code ("UIM-MNC").

     3.18 MOBILE STATION INTEGRATED SERVICES DIGITAL NETWORK NUMBER. ("MSISDN')
means the telephone number of a GSM mobile phone.

     3.19 MSR means the minimum monthly service revenue required under this
Agreement.

     3.20 NETWORK means those integrated mobile switching  facilities,  servers,
cell sites,  telecom  and  internet  connections,  billing  systems,  validation
systems,  gateways,  landline  switches  and other  related  facilities  used to
provide Services.

     3.21 NUMBER means the telephone,  data and/or messaging  number(s) assigned
to  MVNO/Customer  for each End User to  enable  access  to  Service,  including
without  limitation  the MSISDN  (mobile  station  integrated  services  digital
network number).

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     3.22 PCS means a personal  communications  service and/or network operating
on any  frequency  authorized  and  properly  licensed by the FCC or CRTC and of
which the  communications  service and/or network is authorized to operate using
Global System for Mobile communications (GSM) digital transmission technology or
an approved variant thereof.

     3.23  SERVICES  mean the  wireless  telecommunications  services for Global
System for Mobile (GSM) communications.  Unless specifically modified in writing
by parties,  this agreement will not include  Enhanced Data for Global Evolution
(EDGE), 3G, 4G or Universal Mobile Telephone Service (UMTS).

     3.24 SERVICE PLAN means the particular  set of rates,  terms and conditions
at which Vonify makes Services available to MVNO/Customer.

     3.25  SUBSCRIBER  IDENTITY  MODULE  ("SIM")  means a  specially  programmed
microchip  that  inserts  into a GSM Device  which  encrypts  transmissions  and
identifies the user to the mobile network.

     3.26 SIM CARD means the Subscriber  Identity Module card which is issued to
each End User associated with a ten (10) digit telephone number assigned to such
End User to provide access to the Services.

     3.27 SIP means Session Initiation Protocol.

     3.28 SMS means Short Messaging System.

     3.29 SUBSCRIBER means any person or entity purchasing  Service from Vonify,
including MVNO/Customer. An End User is not a Subscriber.

     3.30 SUBSCRIPTION FRAUD means using or assisting another to use any scheme,
false  representation,  or false credit  device,  or other  fraudulent  means or
devices  in  connection  with  Service;  including,  but  not  limited  to,  the
fraudulent production of information regarding a person's identity or the use of
unauthorized credit.

     3.31  TAXES  means all taxes  associated  with the  marketing,  resale  and
delivery of the Services,  including,  but not limited to, sales,  use,  excise,
franchise,  withholding,  value-added,  consumption  and  similar  taxes and all
customs,  duties  or  other  governmental   impositions,   but  excluding  taxes
calculated on Company's net income.

     3.32 TERRITORY means the geographical boundaries in which Vonify's services
may be marketed and sold. Defined in Exhibit A.

     3.33 UNAUTHORIZED ACCESS means any unauthorized use of Services through the
modification of the IMSI or other authentication method associated with a Device
which shall include the  practices  generally  referred to as  "counterfeiting,"
"cloning fraud," or "tumbling fraud."

     3.34 VOIP means Voice over Internet Protocol.

     3.35 WI-FI means Wireless Fidelity.

4. SERVICE

     4.1 ESTABLISHING AN ACCOUNT.

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          4.1.1.  ACCOUNT  REQUESTS.   MVNO/Customer  will  provide  information
reasonably  requested to establish a billing account within ten (10) days of the
Effective  Date.  Once all requested  information is received by Vonify,  Vonify
will use its best efforts to establish MVNO/Customer's  account(s) within thirty
(30) days.  Once the account is established,  MVNO/Customer  will be charged the
one-time account set-up fee set forth in Exhibit A.

          4.1.2 CUSTOMIZATION.  Customized branding is not included in the scope
of this agreement.  Should MVNO/Customer require a custom branding or additional
customization development,  Vonify may at its sole discretion provide a separate
quotation for such development.

     4.2 APPLICATION  REQUIREMENTS.  MVNO/Customer  will only activate SIMs on a
Service Plan for use with Approved Applications. Prior to activating SIMs on any
Service Plan,  Applications must pass all testing  requirements to the standards
defined  by  Vonify.  In order  for an  Application  to be  deemed  an  Approved
Application,  MVNO/Customer must obtain written approval from Vonify with regard
to the specific Application at issue for use under this Agreement.  In the event
that either:  1) no Application is submitted by MVNO/Customer  for certification
within  thirty (30) days of the  Effective  Date;  or 2) no  Application  passes
testing  requirements  within ninety (90) days of the Effective Date, Vonify may
terminate  this  Agreement  upon ten (10) days'  notice to  MVNO/Customer.  Upon
request by Vonify,  MVNO/Customer  will make  technical  personnel  available to
assist  in the  testing.  MVNO/Customer  must  maintain  business  records  that
demonstrate  End Users are using the Service only in  connection  with  Approved
Applications.  Vonify  shall have the right,  upon  thirty  (30) days  notice to
MVNO/Customer,  to periodically  audit such business records of MVNO/Customer to
ensure that End Users are only using the  Service in  connection  with  Approved
Applications.

     4.3 ASSIGNING SIMS

          4.3.1 INITIAL ASSIGNMENT AND SUBSEQUENT ORDERS. Once a billing account
is established, MVNO/Customer shall place an initial order for SIMs. Vonify may,
in its sole  discretion,  impose a minimum or maximum number of SIMs that may be
ordered at one time.  MVNO/Customer  may then order  additional  SIMs as needed.
Subject to the  availability of SIMs, the imposition of additional  processes on
Vonify by third  parties in order to obtain the SIMs,  and the  capacity  of the
Vonify facilities,  such additional SIMs will be supplied to MVNO/Customer under
normal  circumstances within ten (10) weeks after Vonify's receipt of the order.
As a general rule,  Vonify shall process  orders for SIMs from all  Subscribers,
including  Subscribers  who are owned or controlled by Vonify or an Affiliate of
Vonify,  in the  sequence  in which  orders for  additional  SIMs are  received.
Vonify's  obligation to provide  additional  SIMs to  MVNO/Customer  shall cease
upon: (a) receipt by Vonify of  MVNO/Customer's  notice of  termination;  or (b)
issuance by Vonify of notice of termination or notice of an Event of Default. If
MVNO/Customer  cures the Event of Default  described  in the  notice  within the
required period,  Vonify shall then be obligated to provide SIMs as set forth in
this  Section  4.3.  Vonify  will  charge the  MVNO/Customer  a fee for each SIM
provided as stated in Exhibit A. Unless otherwise stated, an Approved Device and
SIM are required for all Service Plans.

          4.3.2  NUMBER  CONSERVATION.  MVNO/Customer  and Vonify  shall  follow
reasonable   number   conservation    policies   generally   accepted   by   the
telecommunications  industry and Vonify may,  from time to time upon  reasonable
notice to  MVNO/Customer,  change Number  assignments  in  conformity  with such
policies,  including changes requested or ordered by federal or state regulatory
authorities or by number administrators recognized by such authorities as having
responsibility  for  the  assignment  of  telephone  numbers.   If  Numbers  are
unavailable,  Vonify may follow  generally  accepted  industry  standards and/or

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regulatory  requirements,  if any,  in  responding  to the  shortage of Numbers.
Vonify shall incur no liability to MVNO/Customer for Number shortages.

          4.3.3 OWNERSHIP OF NUMBERS.  MVNO/Customer  acknowledges that, subject
to FCC  number  portability  rules,  neither  it nor any End User  shall have or
acquire any proprietary right in any specific Number or Number block provided by
Vonify.

     4.4 ACTIVATION OF SERVICE

          4.4.1  ACTIVATION  REQUESTS.  Vonify shall use  reasonable  efforts to
activate  SIMs as soon as  practicable  (normally  within two (2) business  day,
excepting  holidays,  following  receipt  by  Vonify of a  completed  activation
request.  Vonify will make reasonable  efforts to provide  MVNO/Customer  with a
portal  with which  MVNO/Customer's  customer  service  agents  shall be able to
activate and deactivate SIMs of MVNO/Customer's  customers and End Users. Vonify
shall not be obligated to activate Service for any SIM assigned to MVNO/Customer
if  MVNO/Customer  has  committed  an Event of Default  which has not been cured
within the applicable cure period described in Section 16.1.  MVNO/Customer will
be charged an Activation Fee for activation of a SIM as defined in Exhibit A.

          4.4.2 RESTRICTIONS.  A Number may not be associated with more than one
SIM at the same time, unless otherwise approved by Vonify.  Furthermore,  Vonify
reserves the right to deny Service at the point of activation to SIMs  appearing
on Vonify's service deny lists for one of a variety of reasons,  including,  but
not limited  to,  cases  where the SIM is stolen,  has been used for  fraudulent
purposes,  is not  used in an  Approved  Device,  is not used  with an  Approved
Application or is defective.  Vonify shall notify MVNO/Customer in such cases as
to the  reason  for  denial of  Service  for each SIM.  Vonify is not  liable to
MVNO/Customer or End Users if Service is denied, or a requested  modification is
not made to a SIM appearing on the then-current service deny lists.

     4.5  MODIFICATION  OR  TERMINATION OF SERVICE.  Subject to the  limitations
described in this  Agreement,  if  MVNO/Customer  desires to modify or terminate
Services with respect to one or more SIM(s),  MVNO/Customer shall provide notice
to  Vonify  of such  modification  or  termination  specifying  the SIM and such
additional  information as Vonify may reasonably  require.  Such notice shall be
provided by an authorized  representative  of  MVNO/Customer  and shall be given
during Vonify's regular business hours. Vonify's regular business hours are 9:00
a.m.  to 5:00  p.m.,  Eastern  Time,  Monday-Friday.  Except for a change to the
Service  Plan,  Vonify shall  modify or terminate  Services to such SIM(s) under
normal  circumstances  within four (4) business days  following  receipt of such
notice  from  MVNO/Customer.  Modifications  to  Service  Plans will not go into
effect until the next billing cycle.  Notwithstanding the foregoing,  Vonify may
modify or  terminate  Services  with  respect to one or more  SIM(s) as provided
below in Section 10 with respect to abuse or fraudulent  use.  Vonify shall have
the  right  to  establish   policies   regarding  the  length  of  time  between
deactivating and reactivating the same SIM.

     4.6 TROUBLESHOOTING. Vonify will provide to MVNO/Customer, and not directly
to End Users,  network  monitoring  support,  technical  assistance  support and
trouble-shooting  support  regarding  the  Service as Vonify  deems  reasonable.
MVNO/Customer will cooperate with Vonify in any troubleshooting of the Device or
the Network as required to maintain the efficient operation of the Service.

     4.7 LIMITATIONS ON SERVICE

          4.7.1 GENERAL LIMITATIONS.  MVNO/CUSTOMER ACKNOWLEDGES THAT SERVICE IS
MADE  AVAILABLE ONLY WITHIN THE OPERATING  RANGE OF THE NETWORK.  SERVICE MAY BE

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TEMPORARILY  REFUSED,   INTERRUPTED,  OR  LIMITED  BECAUSE  OF:  (a)  FACILITIES
LIMITATIONS; (b) TRANSMISSION LIMITATIONS CAUSED BY ATMOSPHERIC,  TERRAIN, OTHER
NATURAL OR ARTIFICIAL  CONDITIONS  ADVERSELY AFFECTING  TRANSMISSION,  AND OTHER
CAUSES  REASONABLY  OUTSIDE OF VONIFY'S  CONTROL;  OR (c) DEVICE  MODIFICATIONS,
UPGRADES,  RELOCATIONS,  REPAIRS, AND OTHER SIMILAR ACTIVITIES NECESSARY FOR THE
PROPER OR IMPROVED  OPERATION OF SERVICE.  CONNECTIONS  MAY BE "DROPPED"  (I.E.,
INVOLUNTARILY  DISCONNECTED)  FOR  A  VARIETY  OF  REASONS,  INCLUDING,  WITHOUT
LIMITATION,   ATMOSPHERIC  CONDITIONS,   TOPOGRAPHY,   WEAK  BATTERIES,   SYSTEM
OVERCAPACITY,  MOVEMENT  OUTSIDE A  SERVICE  AREA OR GAPS IN  COVERAGE  WITHIN A
SERVICE  AREA.  VONIFY  SHALL INCUR NO  LIABILITY  FOR ITS  INABILITY TO PROVIDE
ADEQUATE SERVICES HEREUNDER IF SUCH INABILITY IS DUE TO THE ABOVE LIMITATIONS OR
TO  CAUSES  BEYOND  THE  REASONABLE  CONTROL  OF  VONIFY.  NOR  SHALL  VONIFY BE
RESPONSIBLE FOR ANY ACT OR OMISSION  RELATED TO NON-VONIFY  EQUIPMENT OR SYSTEMS
USED IN CONNECTION WITH THE SERVICE.

          4.7.2  LIMITATIONS  ON ROAMING  SERVICE.  VONIFY WILL PROVIDE THE SAME
ACCESS TO ROAMING  CAPABILITIES  (INCLUDING  "IN-AREA"  ROAMING WHERE AVAILABLE)
THAT IS MADE  AVAILABLE  BY  VONIFY  TO  OTHER  SIMILARLY  SITUATED  SUBSCRIBERS
PROVIDED THAT DEVICES WITH SIMILAR  TECHNICAL  CAPABILITIES  AND  PROGRAMMING IS
USED BY END USERS.  THE  AVAILABILITY OF ROAMING  SERVICES,  AND THE CHARGES FOR
THOSE SERVICES, IS DEPENDENT IN PART ON THE TYPE OF DEVICE USED BY END USERS AND
THE PROGRAMMING OF THAT DEVICE. VONIFY MAKES NO WARRANTIES OR REPRESENTATIONS AS
TO THE  AVAILABILITY  OR QUALITY OF ROAMING  SERVICE  PROVIDED BY OTHER WIRELESS
CARRIERS, AND VONIFY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY ERRORS, OUTAGES,
OR FAILURES OF ROAMING SERVICES PROVIDED BY OTHER WIRELESS CARRIERS.

          IF VONIFY,  OR ANOTHER ENTITY WITH WHOM VONIFY HAS A SERVICE  PROVIDER
AGREEMENT, DISCOVERS OR SUSPECTS ABUSE OR FRAUD WITH RESPECT TO CERTAIN NUMBERS,
THEN ROAMING  PRIVILEGES MAY BE SUSPENDED  WITH RESPECT TO SUCH NUMBERS.  VONIFY
SHALL USE COMMERCIALLY  REASONABLE EFFORTS TO PROVIDE  MVNO/CUSTOMER WITH PRIOR,
OR PROMPT  SUBSEQUENT,  NOTIFICATION  OF THE SUSPENSION OF THE ROAMING  SERVICE.
VONIFY SHALL HAVE NO LIABILITY TO MVNO/CUSTOMER  REGARDING THE UNAVAILABILITY OR
SUSPENSION OF ROAMING SERVICE BY OTHER CARRIERS.

          TO THE EXTENT ACCESS TO ROAMING  CAPABILITIES IS PROVIDED BY VONIFY TO
MVNO/CUSTOMER,  IT SHALL BE DEEMED TO BE A  "SERVICE"  AS  DEFINED  IN SECTION 3
ABOVE, AND THE USE OF SUCH ROAMING BY  MVNO/CUSTOMER OR MVNO/CUSTOMER  END USERS
SHALL BE GOVERNED BY THE PROVISIONS OF THIS AGREEMENT.

          4.7.3  PRIVACY.  THE  NETWORK  HAS MANY  COMPLEX  ELEMENTS  AND IS NOT
GUARANTEED AGAINST EAVESDROPPERS,  HACKERS, DENIAL OF SERVICE ATTACKS,  VIRUSES,
OR  INTERCEPTORS.  MVNO/CUSTOMER  AGREES  THAT  VONIFY  SHALL  NOT BE  LIABLE TO
MVNO/CUSTOMER OR TO END USERS FOR ANY LACK OF PRIVACY OR SECURITY.

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     4.8 RELATIONSHIP WITH END USERS

          4.8.1  GENERALLY.  In all dealings within the scope of this Agreement,
Vonify, MVNO and Customer acknowledge and agree that the relationship created by
this Agreement is that of independent  contracting  parties and is not, and will
not, be deemed to be any other relationship, including, without limitation, that
of dealer, agent, joint venture, joint employers or a partnership.  Vonify, MVNO
and Customer assume full reasonability for the acts,  supervision and control of
their own  respective  employees.  MVNO and Customer are not a general  agent of
Vonify. When conducting business under this Agreement, MVNO and Customer may not
identify itself as related in any way with Vonify unless explicitly  approved in
writing by Vonify.  MVNO and Customer  must refrain from any business  practice,
promotion,  or advertising  that may be injurious to the business or goodwill of
Vonify.  Vonify is obligated only to MVNO and/or  Customer and not to End Users,
who are not to be deemed third-party  beneficiaries of this Agreement.  MVNO and
Customer are solely  responsible  for all risks and expenses  incurred  with its
provision  of the Service to End Users.  MVNO and  Customer  will act on its own
account in all respects and will be solely responsible for such things as credit
verification and obtaining a letter of credit,  deposits,  billing,  collection,
and bad debt.

          4.8.2 DISCLOSURES TO END USERS. MVNO and Customer will disclose to End
Users the following provisions:

          (i) [END USER] HAS NO  CONTRACTUAL  RELATIONSHIP  WITH THE  UNDERLYING
SERVICE  PROVIDER  AND  [END  USER]  IS NOT A  THIRD  PARTY  BENEFICIARY  OF ANY
AGREEMENT  BETWEEN  [CUSTOMER]  AND  UNDERLYING  SERVICE  PROVIDER.  [END  USER]
UNDERSTANDS AND AGREES THAT THE UNDERLYING SERVICE PROVIDER SHALL HAVE NO LEGAL,
EQUITABLE,  OR  OTHER  LIABILITY  OF ANY  KIND  TO  [END  USER].  IN ANY  EVENT,
REGARDLESS OF THE FORM OF THE ACTION, WHETHER FOR BREACH OF CONTRACT,  WARRANTY,
NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, [END USER's] EXCLUSIVE REMEDY
FOR CLAIMS ARISING IN ANY WAY IN CONNECTION WITH THIS  AGREEMENT,  FOR ANY CAUSE
WHATSOEVER,  INCLUDING  BUT NOT LIMITED TO ANY FAILURE OR  DISRUPTION OF SERVICE
PROVIDED HEREUNDER,  IS LIMITED TO PAYMENT OF DAMAGES IN AN AMOUNT NOT TO EXCEED
THE AMOUNT PAID BY [END USER] FOR THE SERVICES  DURING THE TWO (2)-MONTH  PERIOD
PRECEDING THE DATE THE CLAIM AROSE.

          (ii) [END USER]  SHALL  INDEMNIFY  AND HOLD  HARMLESS  THE  UNDERLYING
SERVICE  PROVIDER AND ITS OFFICERS,  EMPLOYEES,  AND AGENTS  AGAINST ANY AND ALL
CLAIMS,  INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, OR ANY PROPERTY
DAMAGE, PERSONAL INJURY OR DEATH, ARISING IN ANY WAY, DIRECTLY OR INDIRECTLY, IN
CONNECTION  WITH THIS AGREEMENT OR THE USE,  FAILURE TO USE, OR INABILITY TO USE
THE NUMBER EXCEPT WHERE THE CLAIMS RESULT FROM THE UNDERLYING SERVICE PROVIDER'S
GROSS  NEGLIGENCE  OR WILLFUL  MISCONDUCT.  THIS  INDEMNITY  SHALL  SURVIVE  THE
TERMINATION OF THE AGREEMENT.

          (iii) [END USER] HAS NO PROPERTY  RIGHT IN ANY NUMBER  ASSIGNED TO IT,
AND UNDERSTANDS THAT ANY SUCH NUMBER CAN BE CHANGED FROM TIME TO TIME.

                                       9
<PAGE>
           (iv)  [END  USER]  UNDERSTANDS  THAT  [CUSTOMER]  AND THE  UNDERLYING
SERVICE  PROVIDER  CANNOT GUARANTY THE SECURITY OF WIRELESS  TRANSMISSIONS,  AND
WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICES.

          (v) THE  SERVICE IS FOR [END  USER'S]  USE ONLY AND [END USER] MAY NOT
RESELL THE SERVICE TO ANY OTHER PARTY.

     If MVNO and Customer fails to disclose these provisions to End User, Vonify
shall have the right to terminate Service to MVNO and Customer.

          4.8.3 END USER SUPPORT.  MVNO and Customer are solely  responsible for
all interactions with End Users with respect to the Services. This includes, but
is not limited to, taking the End Users' calls and using  reasonable  commercial
efforts to remedy any problem without Vonify's participation.  MVNO and Customer
will  report a problem  to Vonify  only upon  reasonable  verification  that the
problem is related to the Vonify  Network and not due to misuse,  malfunction or
the failure of the Device to meet the technical standards for compatibility with
the Services, or failure of the End User to understand how to use the Services.

          4.8.4 END USER  COMMUNICATIONS.  Vonify will have the continuing right
to market and sell the  Services  and any other  communications  services to any
third party, outside the Territory, including but not limited to current, future
and potential End Users, and to communicate  with such third parties,  including
but not limited to with respect to MVNO/Customer's performance hereunder.

          4.8.5  MVNO/CUSTOMER  OBLIGATIONS.  MVNO/Customer  will lead all sales
efforts  with the end users to which  they are  selling  their  bundled  product
(combination of Approved Application,  Services, and Approved Device). This will
include all lead generation activities, qualification, pre-sales, and post sales
support.  MVNO/Customer  will be  responsible  for  all  terms,  conditions  and
MVNO/Customer  contract  issues  with  respect to the bundled  products.  Vonify
reserves a limited right to review and approve all advertising,  promotional and
End User training  materials used or distributed by MVNO/Customer that relate to
factual  matters  pertaining  solely to the  Services.  Vonify will conduct said
review  without  undue  delay.  MVNO/Customer  is  responsible  for all billing,
collection and settlements with End Users.

     4.9 ADDITIONAL  PROCEDURES.  In addition to complying with the requirements
of this  Agreement,  MVNO/Customer  will  comply  with such other  policies  and
procedures reasonably  established by Vonify for obtaining SIMs, configuring and
programming a Device,  activating or  deactivating  Services with respect to any
End User, and other activities  contemplated by this Agreement.  Vonify may from
time to time  modify  these  policies  and  procedures  by giving  MVNO/Customer
notice.

     4.10  AUTHORIZED  REPRESENTATIVES.  Vonify,  MVNO and  Customer  shall each
notify the other of their respective authorized  representatives for purposes of
giving and receiving the notices for any Service  orders,  including  those that
involve the activation,  change, or  discontinuance of Services.  Each party may
appoint no more than  three (3)  representatives  at any time,  unless the other
party  consents to a greater  number,  which  consent  will not be  unreasonably
withheld.  The notice of appointment,  and the authority of the  representative,
shall remain effective until the notice is cancelled or amended by the party for
which such representative is acting. Vonify will not accept any notice or orders
from any End User or other agent of MVNO/Customer.

                                       10
<PAGE>
5. SIM POLICY

     5.1  GENERALLY.  The parties  have agreed that Vonify may sell SIMs to MVNO
and Customer for insertion into Approved  Devices.  If MVNO and Customer elects,
it may test the SIMs and  Vonify  may pass on any costs it incurs in  connection
with such  testing.  MVNO/Customer  will comply with the terms set forth in this
Section 5.

     5.2 SIM LIMITATIONS  AND REPORTING.  Vonify may set purchase limits on MVNO
and Customer's  orders of SIMs.  MVNO/Customer  is only authorized to purchase a
quantity of SIMs that may reasonably be used for activations on Vonify's Service
under the Agreement.  Vonify will generate  reports  regarding the activation or
non-activation of SIMs on Vonify's Services.  Vonify may cancel sales of SIMs to
MVNO  and  /or  Customer  if,  in  Vonify's  discretion,  an  unreasonably  high
percentage  of SIMs is not  activated  to Vonify's  Service.  In addition to any
other  audit  rights  under the  Agreement,  Vonify may perform an audit of MVNO
and/or  Customer's   records  and  physical  inventory  relating  to  SIMs  upon
reasonable advance notice to MVNO and/or Customer.

     5.3 AUTHORIZED USE OF SIMS

          5.3.1 APPROVED DEVICE.  MVNO and/or Customer is only authorized to use
SIMs  purchased  under this  Agreement by properly  inserting them into Approved
Devices.  Only SIMs  purchased  under this  Agreement  may be  inserted  into or
combined with an Approved Device for use on Vonify's Network.

          5.3.2 SPECIFIC PROHIBITIONS.  MVNO and/or Customer is not permitted to
use the SIMs  purchased  from  Vonify in any  manner  other than as set forth in
Section 5.3.1 above.  Specifically and without  limitation,  MVNO/Customer  must
not:

          (i)  Insert the SIMs into Devices  bearing a Vonify mark, or purchased
               from Vonify that has been packaged with a Vonify SIM;

          (ii) Insert  the SIMs into any  device not  expressly  approved  of in
               writing by Vonify;

          (iii)Sell,  trade or dispose in any manner the SIMs  separate from the
               Approved Device;

          (iv) Sell, trade or dispose in any manner SIMs,  whether separately or
               together with Approved Devices, to any individual or entity other
               than the expected End User of that SIM and Device; or

          (v)  Program, reprogram, or tamper with the SIMs in any manner.

          5.3.3 NO THIRD-PARTY  SIMS. MVNO and/or Customer is only authorized to
purchase  SIMs  directly  from Vonify or Vonify's  designee  for use on Vonify's
Network.  MVNO and/or  Customer  is not  permitted  to purchase  SIMs for use on
Vonify's  Network  from any other  source not  approved by Vonify,  even if they
originally  came from Vonify.  MVNO and/or  Customer may not use SIMs  purchased
from any  party not  authorized  by Vonify  in any  Device  to be  activated  on
Vonify's  Network.  MVNO  and/or  Customer  must  inform  Vonify  of  any  other
individuals  or  entities  that  it  learns  are  offering  SIMs  alleged  to be
compatible  with  Vonify's  Network  and  must  cooperate  with  Vonify  in  any
investigation regarding SIM distribution.

                                       11
<PAGE>
     5.4 RETURN OF SIMS.  Upon the  expiration or  termination of the Agreement,
Vonify may request that MVNO and/or Customer  promptly return all SIMs to Vonify
that it has in inventory or otherwise  controls  within its sales channels as of
the date of such expiration or termination. If Vonify requests the return of the
SIMs,  Vonify  will  reimburse  MVNO and/or  Customer  the cost that MVNO and/or
Customer paid for the returned SIMs.

6. DEVICES

     6.1 GENERALLY.  Vonify shall not be responsible to MVNO/Customer or any End
User for the sale, provision, installation,  operation, quality of transmission,
or testing and  maintenance  of any Device.  MVNO/Customer  is  responsible  for
ensuring that all Devices meets (i) industry  standards for  compatibility  with
Services,  (ii) Vonify's  requirements for compatibility with Services (provided
Vonify notifies MVNO/Customer),  and (iii) all FCC and CRTC and other applicable
regulatory authority requirements. Vonify is not obligated to activate a SIM for
any Device that operates on a different radio  frequency than Vonify's  Service,
or otherwise does not meet the  applicable  standards and  requirements.  If any
Device fails to meet such requirements, MVNO/Customer shall use its best efforts
to ensure that such Device is no longer used and shall, if necessary,  terminate
Service  to such  agent  or End  User.  MVNO/Customer  shall  pay  any  charges,
including  additional roaming charges,  incurred by Vonify because a Device does
not meet Vonify's requirements.

     6.2 DUTY TO PROTECT.  MVNO/Customer  is responsible  for  safeguarding  its
Device and such Device's access to Service. For example, but without limitation,
such safeguarding  includes  protecting its Services account  information/number
and  PIN,  by using  firewall,  anti-virus,  anti-spam,  or  similar  protective
measures.   MVNO/Customer   is  responsible   to  pay  for  any   virus-related,
spam-related, or other such similar resulting usage of the Network.

     6.3 SALE OF  DEVICES  BY  VONIFY.  Vonify  is under no  obligation  to sell
Devices  (except  SIMs) to  MVNO/Customer.  If Vonify  chooses  to sell  certain
Devices  to  MVNO/Customer,  then (i) the terms and  conditions  shall be as set
forth in a separate written  agreement;  and (ii) Vonify retains sole discretion
to withhold other approved Devices from sale to MVNO/Customer.

     6.4 TRANS-SHIPPED DEVICES.  MVNO/Customer and its agents shall not activate
any Device  they have  reason to believe  was sold by Vonify to one of  Vonify's
dealers or  retailers.  These sales are made on the  condition  that the Devices
will  not  be   trans-shipped   (I.E.   re-sold  to  third-party   retailers  or
wholesalers).

7. RATES

     7.1 GENERALLY.  MVNO/Customer  will pay for Services at the rates set forth
in the Service  Plan(s)  MVNO/Customer  selects.  The Service Plans available to
MVNO/Customer  are  specifically  described  or  referred  to  in  the  attached
exhibit(s).  Vonify's billing records and those of Vonify's  authorized  billing
agent shall be the sole records used to determine  what Services were  rendered,
and shall prevail over any records maintained by other third parties.

     7.2  MINIMUM  REVENUE  COMMITMENTS.  MVNO/Customer  agrees  to the  monthly
Minimum Service revenue ("MSR") set forth in Exhibit A.

                                       12
<PAGE>
     7.3 MODIFICATION OF RATES

          7.3.1 BY MVNO/CUSTOMER.  MVNO/Customer may change to another available
Service Plan at any time provided it pays any applicable  early  cancellation or
change fee. The change will  normally be made within three (3) business  days of
Vonify's receipt of the request from  MVNO/Customer and becomes effective on the
first day of the following month's billing cycle.

          7.3.2 BY VONIFY.  Vonify  may  modify a Service  Plan or charge at any
time  in  accordance   with  thirty  (30)  days'  advance   written   notice  to
MVNO/Customer,  provided that any modification not adverse to MVNO/Customer  may
be  made   immediately   effective   upon  written  notice  and  will  not  give
MVNO/Customer the right to terminate this Agreement.

     7.4  PRORATIONS.  Changes to service  plans for existing  subscribers  made
mid-billing  cycle  will be  effective  the first day of the  following  month's
billing cycle, and will not be prorated for, nor effective in, the billing cycle
in which the requested change is received.

     7.5 TAXES.  MVNO/Customer  will be responsible for all applicable  federal,
state,  provincial and local sales,  use,  public  utilities,  gross receipts or
other taxes, fees, or recoveries imposed on Vonify as a result of this Agreement
(collectively,  "Taxes") (other than taxes imposed on the net income of Vonify).
Except to the extent that the MVNO/Customer demonstrates that it is exempt under
applicable  law from any such  charge,  there  shall be added to any  charges an
amount  equal to any tariff,  duty,  levy,  tax,  exaction or  withholding  tax,
including but not limited to, sales,  property, ad valorem and use taxes, or any
tax in  lieu  thereof,  imposed  by any  local,  state,  provincial  or  federal
government or governmental agency with respect to the Services,  or with respect
to this Agreement itself,  excepting only any taxes on or measured by the income
of Vonify. In addition, Vonify may pass through to MVNO/Customer a proportionate
charge for any governmental mandates imposed on Vonify.

     7.6  TARIFFS.  If  the  Services  become  subject  to any  federal,  state,
provincial,  or local regulation or tariff,  then this Agreement shall be deemed
amended immediately to conform to the requirements of such regulation or tariff,
provided  that any tariff  changes  initiated  by Vonify shall still comply with
notice  provisions  under this  Agreement.  Nothing in this  Agreement  shall be
deemed (i) to require or preclude the use of tariff-equivalent or tariff-related
charges,  or  (ii)  to  provide  or  imply  that  such  charges  are or are  not
appropriate in the provision of Service.

     7.7 SPECIAL OFFERS.  Unless  specified in the Service Plan or in a separate
notice  from  Vonify to  MVNO/Customer,  MVNO/Customer  will not be  entitled to
participate in any marketing  promotions,  reward programs,  retention programs,
device  offers,  or warranty and insurance  packages  offered by Vonify.  If the
Network does not prevent  access to a Special Offer by End Users,  MVNO/Customer
may not  encourage  the use of the  Special  Offer by End Users and  Vonify  may
impose a reasonable charge on MVNO/Customer if such usage occurs.

     7.8 SERVICE OUTAGES.  In the event of a total Service outage within an Area
which is not  caused  by  MVNO/Customer  or its End User and  which  lasts for a
period of  twenty-four  (24) hours or more, a credit  allowance  will be made at
MVNO/Customer's  request  in the  form of a pro  rata  adjustment  of the  fixed
charges billed by Vonify to  MVNO/Customer  with respect to such SIM. Periods of
discontinuous  outage may not be  accumulated  in  determining  if an outage has
continued for at least  twenty-four (24) hours. In order to receive such credit,
MVNO/Customer  must  submit a written  request to Vonify,  stating  the date and
location of the outage, the SIMs affected,  and such other information as Vonify
may reasonably  require.  Such notice must be received by Vonify within ten (10)
business  days  following  the last  date of the  period  of  outage.  EXCEPT AS
PROVIDED HEREIN, VONIFY SHALL INCUR NO LIABILITY FOR SERVICE OUTAGES.

                                       13
<PAGE>
8. INVOICES, PAYMENTS, DISPUTED CHARGES AND SECURITY DEPOSIT

     8.1 INVOICES.  Vonify will provide  MVNO/Customer a summary invoice for all
charges on a monthly  basis,  normally  within ten (10)  business days after the
cut-off  date for each  billing  cycle.  MVNO/Customer  must  notify  Vonify  if
MVNO/Customer has not received an invoice within twenty (20) days after the bill
cycle  cut-off  date.  Vonify  will use  reasonable  efforts to have all SIMs of
MVNO/Customer in a particular  billing database  assigned to a single cycle, but
any SIM may be  assigned  to any cycle and the cycle to which a SIM is  assigned
may be changed  from time to time;  provided,  however,  that  Vonify  shall not
unreasonably require multiple billing cycles for the same billing database. When
practicable,  Vonify will provide MVNO/Customer with forty-five (45) days' prior
written  notice of any change in billing  cycles to be used with respect to SIMs
assigned to  MVNO/Customer.  Invoice shall be delivered via email. If requested,
back-up data in the form of call detail  records (CDRs) shall be provided via an
ftp site.

     8.2 PAYMENTS. Payment in full for each invoice shall be due at the location
set forth in the invoice, in a form payable in U.S. currency,  upon the due date
set forth in the invoice.  For purposes of payment,  MVNO/Customer may rely only
on the invoice and other  billing data  received  from Vonify under Section 9 of
this Agreement, and may not rely on any other source including information drawn
from any Vonify or MVNO/Customer  system.  Depending on MVNO/Customer's  payment
history,  Vonify may at its sole discretion  require payment by certified check,
money  order,  or wire  transfer,  if  available.  Payments  are past  due,  and
MVNO/Customer  shall have committed an Event of Default,  if not received by the
due date shown on the invoice, or within thirty (30) days after the billing data
was received  under Section 9,  whichever is later.  Time is of the essence with
respect to payment of Vonify's  invoices.  If a payment  becomes  past due,  the
account will accrue a late fee in an amount  equal to one and  one-half  percent
(1.5%) or the maximum  lawful rate per month,  whichever is less,  of the of the
unpaid balance of the Service charges calculated on a daily basis. MVNO/Customer
agrees not to place any condition or restrictive legend, such as "Paid in Full",
on any check or financial  instrument used to make a payment.  The parties agree
that the  negotiation  of any such check or  instrument  so inscribed  shall not
constitute an accord and satisfaction.

Vonify prefers to receive payment via wire. If check is mailed, please allow for
sufficient  time for funds to be delivered and clear Vonify bank account to meet
specified  payment terms  outlined in 11a. If payment is made via ACH electronic
transfer,  please allow for sufficient time for funds to be received by Vonify's
bank (typically 2 business days).

     8.3  DISPUTED  CHARGES.  If  MVNO/Customer  disputes  part  of the  monthly
invoice,  MVNO/Customer  is required  to notify  Vonify in writing and to submit
appropriate  documentation  justifying  such  dispute to Vonify as soon as it is
aware of the dispute,  but in no event later than the thirty (30) days after the
invoice due date or such dispute is waived.  Notwithstanding  any such  dispute,
MVNO/Customer  shall pay the full amount of any such bill pending the resolution
of such dispute.  Vonify will respond to MVNO/Customer's  written dispute within
thirty (30) days of receipt of such dispute.  Vonify and MVNO/Customer shall use
best  efforts to resolve  all  disputes  and Vonify  shall  promptly  refund any
amounts due upon dispute  resolution.  The parties agree to resolve any disputes
remaining after these efforts under the alternative dispute resolution processes
described in Section 18 below.  The notice  requirements in this paragraph shall
not shorten the period within which actions must be filed as  established by the
applicable statute of limitations, but shall constitute a condition precedent to
any right of the  aggrieved  party to contest prior  invoices or payments.  This
condition is designed to allow each party the opportunity to preserve  important
evidence in defence of a claim.

                                       14
<PAGE>
     8.4 SECURITY DEPOSIT. Vonify may, at any time require a security deposit of
its choice from  MVNO/Customer in an amount equal to  MVNO/Customer's  projected
two calendar months Service charges or MVNO/Customer's highest two Invoices over
the prior six month period (or such lesser period if this Agreement has not been
in effect for six months) as a condition to  continuing to provide the Services.
In addition,  if MVNO/Customer's  overall financial  condition changes adversely
during the term hereof (in Vonify's reasonable  business  judgment),  and Vonify
does not have security from  MVNO/Customer in an amount equal to MVNO/Customer's
projected two calendar  month  Service  charges or  MVNO/Customer's  highest two
Invoices  within  the prior  six month  period  (or such  lesser  period if this
Agreement has not been in effect for six months),  Vonify may require additional
security  of  its  choice  from   MVNO/Customer   at  one  times  such   amount.
MVNO/Customer  shall provide any such additional  security to Vonify within five
(5) business days if the security is to be other than an  irrevocable  letter of
credit or within seven (7) business days if the security is to be an irrevocable
letter of credit from MVNO/Customer's receipt of Vonify's request for additional
security.  The fact that a  security  deposit  has been made in no way  relieves
MVNO/Customer from complying with Vonify's requirements as to the prompt payment
of bills.  At such time as the  provision  of the Services to  MVNO/Customer  is
terminated,  any cash security deposit shall be returned to MVNO/Customer or any
irrevocable  letter  of credit  will be  released  and  returned  either  (i) 21
business days following the last date MVNO/Customer  generates a call record for
Vonify's  Services,  or (ii) 72 hours  following  receipt  by Vonify of full and
final payment from  MVNO/Customer,  whichever  occurs later. In the event Vonify
determines  that  MVNO/Customer's  circumstances  are materially  different than
those  considered  by Vonify in its  credit  approval  process,  Vonify may take
immediate action to safeguard its financial interests, including but not limited
to requiring an additional  security deposit and  discontinuance  of Services as
described in this Agreement.

          8.4.1 INCREASED SECURITY. In the event MVNO/Customer's Service charges
in any two month  period  exceeds  one  hundred and twenty  (125)  percent  (the
"Increased Usage") of the security deposit, Vonify, in its sole discretion,  may
require  MVNO/Customer  within  twenty-four  (24)  hours of notice  from  Vonify
increase MVNO/Customer's security deposit to equal no less than twenty five (25)
percent of the amount of the Service charges up to and including the full amount
of the Increased Service charges.  If Vonify is required to apply funds from the
Security  Deposit  to  outstanding   MVNO/Customer  Invoices  twice  during  any
six-month period, MVNO/Customer agrees to increase the Security Deposit to equal
two times the average  monthly  Service charges within ten (10) calendar days of
written  notice from Vonify.  This  provision  shall not limit Vonify's right to
demand an increased  letter of credit or cash deposit under other  provisions of
this Agreement.

          8.4.2 CREDIT.  MVNO/Customer's  execution of this Agreement  signifies
MVNO/Customer's  acceptance of Vonify's  initial and continuing  credit approval
procedures  and policies.  Vonify  reserves the right to withhold  initiation of
full   implementation   of  Services  under  this  Agreement   pending   initial
satisfactory  credit review and approval  thereof which may be conditioned  upon
terms specified by Vonify  including,  but not limited to, security for payments
due hereunder in the form of a cash deposit,  guarantee,  irrevocable  letter of
credit, or other means. Upon request by Vonify at any time, MVNO/Customer agrees
to provide financial statements or other indications of financial circumstances.
As may be  determined  by Vonify,  in its sole  discretion  at any time,  if the
financial  circumstances  or  payment  history of  MVNO/Customer  is, or becomes
unacceptable,  Vonify  may  require a new or  increased  deposit,  guarantee  or
irrevocable letter of credit at Vonify's discretion,  to secure  MVNO/Customer's
payments for the term of the Agreement.  Failure of MVNO/Customer to provide the
requested security shall constitute a material breach of this Agreement.

                                       15
<PAGE>
9. BILLING DATA

     9.1 AVAILABILITY.  Vonify will use reasonable efforts to provide electronic
detailed billing data for all Services loaded into the  MVNO/Customer's  billing
cycle.  All Services  specifically  identified in the Exhibits to this Agreement
will be loaded into such cycles. Subject to the provisions of Section 9.2 below,
it is Vonify's  sole  determination  as to what other  Services  are loaded into
those billing cycles.

     9.2 DELIVERY.  Where billing data is available for a Service,  Vonify shall
use reasonable  efforts to provide  MVNO/Customer with the detailed billing data
described  in Section 9.1 within  fifteen (15)  business  days after the billing
cycle cut-off date.  Vonify shall provide  access to one set of data per billing
cycle.  MVNO/Customer  understands  that  Vonify  may in its  discretion  assign
MVNO/Customer's  SIMs to multiple  billing cycle databases.  MVNO/Customer  must
notify Vonify of the name, postal address,  email address,  and telephone number
of MVNO/Customer's billing agent at least forty-five (45) calendar days prior to
the  expected  mailing  date of the billing  data.  Each  package  delivered  to
MVNO/Customer's  billing  agent shall be labelled  according to the then current
procedures  of Vonify's  billing  department.  MVNO/Customer  must notify Vonify
immediately if it does not receive the  electronic  data within the fifteen (15)
business day time frame.  The media  provided by Vonify will include  reasonable
billing information  compiled using standard industry  protocols.  MVNO/Customer
agrees to notify  Vonify  within three (3) business  days after  receiving  such
media if there are any flaws or defects,  and to return the  defective  media to
Vonify.  MVNO/Customer shall pay Vonify's cost for any unreturned defective bill
media.

10. ABUSIVE OR FRAUDULENT USE

     10.1 GENERALLY. Vonify may restrict or cancel Services to a SIM if there is
a reasonable  suspicion of abuse or fraudulent  use. Vonify shall provide prompt
notice of the restriction or termination to MVNO/Customer.  MVNO/Customer agrees
to make good faith  efforts to  minimize  abuse or  fraudulent  use, to promptly
report to Vonify any such abuse or fraudulent use of which MVNO/Customer becomes
aware, and to cooperate in any investigation or prosecution initiated by Vonify.
MVNO/Customer  also  agrees to use its best  efforts  to  disable  any SIMs,  or
otherwise  block  access to the  Service to any End User  suspected  of abuse or
fraudulent  use.  Abuse and  fraudulent  use of  Services  include,  but are not
limited to:

     (i)  Attempting or assisting  another to access,  alter,  or interfere with
          the  communications  of  and/or  information  about  another  wireless
          customer;

     (ii) Tampering with or making an unauthorized connection to the Network;

     (iii)Installing any amplifiers, enhancers, repeaters, or other devices that
          modify the radio frequencies used to provide the Service;

     (iv) Subscription Fraud;

     (v)  Using  Service in such a manner so as to interfere  unreasonably  with
          the use of Services by one or more other  Customers or End Users or to
          interfere unreasonably with Vonify's ability to provide Services;

     (vi) Using Services for obscene, salacious, or unlawful information;

     (vii) Using Services without permission on a stolen or lost Device;

                                       16
<PAGE>
     (viii) Unauthorized Access;

     10.2  LIABILITY  FOR ABUSE OR FRAUDULENT  USAGE.  Liability for charges and
other  costs or  damages  resulting  from  abuse or  fraudulent  use shall be as
follows:

          10.2.1  MVNO/Customer shall have sole liability for charges,  costs or
damages  resulting from: (i) Subscription  Fraud; (ii) any theft of a Device, an
End User account or PIN number, or password associated with the Services;  (iii)
any abuse or fraud  facilitated  by  MVNO/Customer,  MVNO/Customer's  employees,
MVNO/Customer's  agents or End Users;  or (iv) any failure to give prompt notice
of  suspected  abuse  or  fraudulent  use  based  on  information  available  to
MVNO/Customer.

          10.2.2  MVNO/Customer  shall have no liability for abuse or fraudulent
use charges, costs or damages incurred after: i) MVNO/Customer has taken any and
all actions  under its  control to stop such abuse or  fraudulent  use;  and ii)
either six (6) business hours after  MVNO/Customer  has notified  Vonify of such
abuse or  fraudulent  use or six (6) business  hours after Vonify  independently
learns of such abuse or fraudulent use.

          10.2.3  MVNO/Customer  shall not be liable for any charges relating to
Unauthorized  Access if MVNO/Customer  provides Vonify with clear and convincing
evidence of the Unauthorized  Access,  such as: (i) call detail  information for
the End  User's  account;  and (ii) a  statement  by  MVNO/Customer  that it has
thoroughly  investigated  the  alleged  Unauthorized  Access  and  that  it will
cooperate  reasonably in obtaining  affidavits or other  required  documentation
required  for any  prosecution  of the person  fraudulently  using the  Service.
Vonify reserves the right to modify this provision to require  affidavits  prior
to issuing any credits if MVNO/Customer does not comply with this Section.  Such
investigation  by  MVNO/Customer  should  include  contacting  or  attempting to
contact a sufficient  number of recipients of calls at issue of each End User so
as to  establish a reasonable  basis for  inferring  that the  remainder of such
calls were the result of Unauthorized Access.

11. CONFIDENTIALITY

     11.1  NON-DISCLOSURE  OF  CONFIDENTIAL  INFORMATION.  Either party may (but
shall not be  obligated  to)  disclose  information  to the other party that the
disclosing party considers  proprietary or confidential.  Without the disclosing
party's specific prior written consent,  disclosure shall not be made to a third
party  (including  but not  limited  to End Users) of any  information  which is
designated confidential or proprietary and which is supplied by one party to the
other party; and which information is not otherwise  generally  available to the
public or is not already  known to the other party;  provided,  however,  either
party may  disclose  such  information  in  compliance  with court  processes or
similar  agency  requirements  if the other  party has been  given ten (10) days
prior  notice of the  proposed  disclosure  or as much  notice as is  reasonably
possible if the situation does not permit such ten (10)-day notice.  The parties
agree that equitable relief is available for any breach or threatened  breach of
this Section.

     11.2 ADDITIONAL PROTECTION OF CONFIDENTIAL INFORMATION.  In the performance
of this  Agreement,  Vonify,  its  Affiliates  and  their  respective  officers,
directors,  agents and employees may come into  possession of information  about
MVNO/Customer's  End Users,  including  but not  limited to Numbers and usage or
other forms of identification  of End Users or Device,  all of which information
shall constitute confidential  information of MVNO/Customer.  Neither Vonify nor
any person or entity obtaining such information by or through Vonify may use any
such information  except as required to provide Service to  MVNO/Customer  under
this  Agreement.  However,  any information  independently  developed by Vonify,
which shall not include End User or MVNO/Customer  content but which may include
End User network usage and/or  traffic  data,  may be used by Vonify at its sole
discretion.   Vonify  acknowledges  that  it  has  no  rights  to  End  User  or
MVNO/Customer content carried by the Services.

                                       17
<PAGE>
12. MARKS

     12.1 VONIFY MARKS.  MVNO/Customer  recognizes the right, title and interest
of Vonify and its respective Affiliates in and to all service marks,  trademarks
and trade names used by any of them in connection with the Services (the "Vonify
Marks").  MVNO/Customer  agrees  not to engage in any  activities  or commit any
acts,  directly or indirectly,  which may contest,  dispute, or otherwise impair
such right, title, and interest of Vonify and its respective Affiliates therein.
MVNO/Customer  will not gain any  rights to the  Vonify  Marks by virtue of this
Agreement  and will not use any Vonify  Marks  without  Vonify's  prior  written
consent.

     12.2 MVNO/CUSTOMER  MARKS.  Vonify recognizes the right, title and interest
of  MVNO/Customer  and its  respective  Affiliates in and to all service  marks,
trademarks  and trade names used by any of them in connection  with the Services
(the  "MVNO/Customer  Marks").  Vonify agrees not to engage in any activities or
commit  any acts,  directly  or  indirectly,  which  may  contest,  dispute,  or
otherwise  impair such right,  title,  and  interest  of  MVNO/Customer  and its
respective  Affiliates  therein.   Vonify  will  not  gain  any  rights  to  the
MVNO/Customer   Marks  by  virtue  of  this  Agreement  and  will  not  use  any
MVNO/Customer Marks without MVNO/Customer's prior written consent.

     12.3  PROTECTION  OF MARKS.  Neither party will engage in any activity that
may be harmful to the other party's goodwill or may reflect  unfavourably on its
marks.  This prohibition  includes,  without  limitation,  the commission of any
unfair trade  practice,  the  publication of any false,  misleading or deceptive
advertising, or the commission of any fraud or misrepresentation.

13. INDEMNIFICATION AND INSURANCE

     13.1  INDEMNITY.  MVNO/Customer  and Vonify  each  hereby  agree to defend,
indemnify and hold harmless  each other and each other's  Affiliates,  and their
former, current, and future officers,  directors,  employees, agents, successors
and assigns, from and against any claims, costs and expenses, including punitive
damages,  court costs, and reasonable attorneys' and expert witness' fees before
and at trial and on appeal  (collectively,  "Claims"),  arising from a breach of
this  Agreement  by or any  conduct in  connection  with this  Agreement  by the
indemnifying  party  (including  such party's  Affiliates,  and their  officers,
directors, employees, agents, and contractors).  MVNO/Customer further agrees to
defend,  indemnify, and hold harmless Vonify, its Affiliates,  and their former,
current, and future officers,  directors,  employees,  agents,  successors,  and
assigns,  from and against any Claims of End Users or Claims in connection  with
the  acts  or  omissions  of  End  Users.  Notwithstanding  the  foregoing,  the
obligations  of both  MVNO/Customer  and Vonify to defend,  indemnify,  and hold
harmless shall not apply to the extent such claims result from the other party's
negligence or wilful misconduct.

     Within  ten (10) days  after  being  notified  of any Claim to which  these
indemnification  obligations  may apply,  the party  receiving such notice shall
notify  the party from whom the  indemnification  is sought  (the  "Indemnifying
Party"),  and shall give  reasonable  opportunity to the  Indemnifying  Party to
defend  the claim at its own  expense  and with  counsel  of its own  selection;
provided,  however,  that the party seeking  indemnification  shall at all times
have the right to participate  fully, at its own expense,  in the defence of and
to approve any settlement of the Claim.

     If the Indemnifying Party, within thirty (30) days after notice, shall fail
to accept  defence of the Claim,  then the party seeking  indemnification  shall
have the right,  but not the  obligation,  to  undertake  the defence of, and to
compromise or settle (exercising  reasonable  business  judgment),  the Claim on

                                       18
<PAGE>
behalf, for the account, and at the risk of the Indemnifying Party. If the Claim
cannot by its nature be defended solely by one party, the other party shall make
available  all  information  and  assistance  that may  reasonably be requested,
regardless of any obligations to indemnify hereunder.

     MVNO/Customer  shall, at its own expense: (i) defend Vonify in any claim or
legal action  asserted or brought by a third party alleging that the application
or services provided by MVNO/Customer  hereunder or to an End User infringes any
patent,  trademark  or  copyright  ("Infringement  Claim");  and  (ii)  pay  any
settlement  reached or final award,  including  reasonable  attorneys' fees, for
infringement.  As a condition of such defence or payment, Vonify is required to:
(i) give  MVNO/Customer  prompt written notice of any Infringement  Claim;  (ii)
provide  MVNO/Customer with the sole control of the defence or settlement of the
Infringement Claim; and (iii) cooperate fully with MVNO/Customer in such defence
or settlement.  Vonify may, at its own expense, participate fully in the defence
of any such Infringement Claim.

     13.2 INSURANCE.  MVNO/Customer shall keep in full force and effect a policy
of public liability, personal injury, property damage, and contractual liability
insurance  with  respect  to  the  business  operated  by  MVNO/Customer,  which
insurance  shall cover each occurrence in an amount not less than $1,000,000 and
shall cover property damage in an amount not less than $500,000.00.  Such policy
or  policies  shall name Vonify as an  additional  insured and shall be procured
from an  insurance  carrier  reasonably  acceptable  to  Vonify.  Upon  request,
MVNO/Customer shall furnish Vonify with a certificate evidencing such insurance.
Such insurance shall provide that the insurer will not cancel, materially alter,
or allow such  insurance to expire without first giving Vonify thirty (30) days'
notice.

14. NO WARRANTIES

VONIFY SUPPLIES SERVICES, AND NOT GOODS. VONIFY MAKES NO WARRANTIES,  EXPRESS OR
IMPLIED,  WITH RESPECT TO THE  SERVICES OR THE  PERFORMANCE  OF ANY  OBLIGATIONS
HEREUNDER  INCLUDING,  WITHOUT  LIMITATION,  WARRANTIES  OF  MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR  PURPOSE.  ALL SUCH WARRANTIES ARE EXPRESSLY  EXCLUDED.
VONIFY IS NOT THE  MANUFACTURER  OF ANY CUSTOMER DEVICE AND MAKES NO WARRANTIES,
EXPRESS OR IMPLIED,  WITH RESPECT THERETO.  TO THE EXTENT VONIFY PROVIDES ACCESS
TO INFORMATION  PROVIDED BY OTHER  SOURCES,  VONIFY ACCEPTS NO LIABILITY FOR AND
MAKES NO WARRANTIES,  EXPRESS OR IMPLIED,  WITH RESPECT TO THE CONTENT  THEREOF.
CUSTOMER  HAS NOT  RELIED  ON AND  WILL NOT  CLAIM  THAT IT IS  ENTITLED  TO THE
BENEFITS  OF ANY  REPRESENTATIONS,  PROMISES,  DESCRIPTION  OF SERVICES OR OTHER
STATEMENT NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.

15. LIMITATION OF LIABILITY

     15.1 NO  CONSEQUENTIAL  DAMAGES.  NEITHER PARTY WILL BE LIABLE TO THE OTHER
(OR ITS END USERS, CUSTOMERS OR ANY THIRD PARTY) FOR ANY INDIRECT, INCIDENTAL OR
CONSEQUENTIAL  DAMAGES ARISING OUT OF SUCH PARTY'S FAILURE TO PERFORM UNDER THIS
AGREEMENT.  NOTHING IN THIS SECTION 15 WILL LIMIT A PARTY'S  OBLIGATION TO FULLY
INDEMNIFY  THE OTHER UNDER  SECTION 13 FOR ACTIONS  BROUGHT BY THE  INDEMNIFYING
PARTY'S CUSTOMERS, END USERS OR BY ANY THIRD-PARTY, EVEN IF SUCH ACTIONS INCLUDE
CLAIMS FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

                                       19
<PAGE>
     15.2 LIABILITY CAP.  EXCEPT FOR  LIABILITIES  ARISING UNDER SECTION 10, THE
AGGREGATE LIABILITY OF VONIFY FOR CLAIMS RELATING TO THIS AGREEMENT, WHETHER FOR
BREACH OR IN TORT,  WITH RESPECT TO CUSTOMER,  END USERS,  OR OTHER USERS OF THE
SERVICE OR  FACILITIES,  WILL NOT EXCEED THE  AMOUNT  PAID BY  MVNO/CUSTOMER  TO
VONIFY IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.

     15.3 PARTY.  FOR THE PURPOSES OF THIS SECTION 15,  "PARTY" MEANS THE PARTY,
ITS SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OWNERS DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS AND SUPPLIERS.

16. DEFAULT AND TERMINATION

     16.1 DEFAULT.  This Agreement may be terminated upon an Event of Default by
either  party if such  Event of  Default  is not cured by the  defaulting  party
within thirty (30) days of receipt of written  notice of the Default;  provided,
however,  that in the case of failure to pay invoices in accordance with Section
8 or in the case of a violation of Sections 10, 11, or 12, this Agreement may be
terminated if such Event of Default is not cured within ten (10) days of receipt
of notice of the Default.

     16.2 TERMINATION FOR CONVENIENCE. Either party may terminate this Agreement
at its  convenience  upon ninety (90) days'  prior  written  notice to the other
party.

     16.3  CONTINUATION  OF SERVICE TO END USERS.  Vonify has no  obligation  to
provide Services to MVNO/Customer  upon termination of this Agreement;  however,
in order to avoid  disruption  of  Services  to End Users,  Vonify may  continue
Services directly to any End User who meets Vonify's credit or other eligibility
requirements and enters into a contract for Services with Vonify. In that regard
and upon request from Vonify,  in the event of default by MVNO/Customer  and the
Agreement  is  terminated  due to such  default,  MVNO/Customer  must provide to
Vonify  a list of End  Users,  their  addresses,  phone  numbers  and any  other
information and assistance  needed for Vonify to continue to provide Services to
End Users. Vonify may notify End Users in any manner including,  but not limited
to calling,  text messaging,  hot-lining or any other form of  communication  in
order to  inform  such End  Users as to how  they may  maintain  Services  after
termination  of this  Agreement if they so desire.  Notwithstanding  anything in
this  Agreement  to the  contrary,  Vonify  is not  restricted  in any way  from
providing Services directly to any End User who may request that Vonify do so.

     16.4 SURVIVAL OF  OBLIGATIONS.  Upon  termination of this Agreement for any
reason,  all amounts owing to Vonify hereunder will become due and payable.  Any
part of this  Agreement  that may  reasonably  be  interpreted  or  construed as
surviving  termination  or which may be necessary or  convenient  for a party to
effectively  enforce the terms of this Agreement will survive the termination of
this Agreement, including without limitation Sections 11 through 19.

     16.5  CUMULATIVE  REMEDIES.  Termination of this  Agreement,  regardless of
cause or nature,  shall be without  prejudice to any other rights or remedies of
the  parties.  Termination  of this  Agreement  with or without  cause shall not
release either party from any liability  which has already  accrued to the other
party, or which thereafter may accrue in respect to any act or omission prior to
termination, or from any obligation that survives termination.

17.  NOTICES.  Except as  otherwise  provided  in this  Agreement,  all  notices
required or  permitted  to be given  hereunder  shall be in writing and shall be
delivered: (a) personally;  (b) by certified mail, return receipt requested; (c)

                                       20
<PAGE>
by an overnight courier service having a record of receipt; or (d) by facsimile,
with a confirming copy sent by one of the other three methods  described in this
sentence.  MVNO/Customer assumes responsibility for notifying Vonify of a change
in the address or contact information. Notices shall be delivered to the persons
identified below.

TO VONIFY:          Vonify Inc.
                    276 Pacific Avenue, Suite 3
                    Toronto, ON
                    Canada  M6P 2P9

                    ---------------------

                    ---------------------

                    ---------------------

                    ---------------------

                    ---------------------

 TO MVNO            MVNO Mobile Virtual Network Operator Corp.
                    Suite 101 - 349 Columbia Street,
                    New Westminster, BC V3L 5T6

                    ---------------------

                    ---------------------

                    ---------------------

                    ---------------------

TO CUSTOMER:        Cytta Corp.
                    Cyttalk Network Communications Inc.
                    905 Ventura Way,
                    Mill Valley, CA
                    USA  94941

                    ---------------------

                    ---------------------

                    ----------------------

                    ----------------------

     Either  party  hereto may change its address by a notice given to the other
party  hereto in the  manner  set forth  above.  All  notices  given  under this
Agreement  shall be  considered  to have been  received  five (5) days after the
mailing thereof or on the date of receipt thereof, whichever occurs first.

     MVNO/CUSTOMER  AGREES THAT NOTICE BY ELECTRONIC MAIL TO A DESIGNATED PERSON
SHALL BE SUFFICIENT FOR THE  ANNOUNCEMENT  OF NEW SERVICES,  RATES,  PROMOTIONS,
POLICIES AND PROCEDURES.

                                       21
<PAGE>
18. ARBITRATION; JURISDICTION; GOVERNING LAW

     18.1 GOVERNING  LAW. The validity,  construction,  and  performance of this
Agreement  shall be governed by and  interpreted in accordance  with the laws of
the Province of Ontario, Canada.

     18.2 ARBITRATION REQUIRED.  The parties agree to settle any dispute arising
out of or related to this Agreement through consultation and negotiation in good
faith and in the spirit of mutual  cooperation.  Any  dispute  arising out of or
related to this  Agreement  that  cannot be  resolved  by  negotiation  shall be
settled by binding  arbitration in accordance with the United Nations Commission
on International Trade Law (UNCITRAL) Arbitration Rules and Procedures (UNCITRAL
Rules"),  as  amended  by this  Agreement.  Such  arbitration  shall  be held in
Toronto,  Canada. The parties will jointly select one (1) independent arbitrator
familiar  with the wireless  telecommunications  industry,  provided that if the
parties  cannot  agree  on an  arbitrator,  the  selection  shall be made by ADR
Chambers  International (ADRCI) in accordance with the UNCITRAL Model Law Rules.
Any award  rendered by the  arbitrator  shall be conclusive and binding upon the
parties  hereto,  provided that any such award shall be accompanied by a written
opinion,  including  findings of fact and  conclusions of law, of the arbitrator
supporting the reasons for the award.  The costs of  arbitration,  including the
fees and  expenses  of the  arbitrator,  shall be shared  equally by the parties
unless the arbitration award provides otherwise.  Each party shall bear the cost
of preparing and presenting its case.

     The parties  agree that this  provision and the  arbitrator's  authority to
grant  relief  shall  be  subject  to  the  Ontario   INTERNATIONAL   COMMERCIAL
ARBITRATION  ACT and the  provisions  of this  Agreement.  In no event shall the
arbitrator  have the  authority to make any award that  provides for punitive or
exemplary  damages.  The award may be  confirmed  and  enforced  in any court of
competent jurisdiction.

     ALL DISCUSSIONS AND DOCUMENTS PREPARED PURSUANT TO ANY ATTEMPT TO RESOLVE A
DISPUTE UNDER THIS PROVISION ARE CONFIDENTIAL  AND FOR SETTLEMENT  PURPOSES ONLY
AND  SHALL  NOT BE  ADMITTED  IN ANY  COURT OR OTHER  FORUM AS AN  ADMISSION  OR
OTHERWISE AGAINST A PARTY FOR ANY PURPOSE INCLUDING THE APPLICABILITY OF FEDERAL
AND PROVINCIAL COURT RULES.

     ALL DISCUSSIONS AND DOCUMENTS PREPARED PURSUANT TO ANY ATTEMPT TO RESOLVE A
DISPUTE UNDER THIS PROVISION ARE CONFIDENTIAL  AND FOR SETTLEMENT  PURPOSES ONLY
AND  SHALL  NOT BE  ADMITTED  IN ANY  COURT OR OTHER  FORUM AS AN  ADMISSION  OR
OTHERWISE AGAINST A PARTY FOR ANY PURPOSE INCLUDING THE APPLICABILITY OF FEDERAL
AND PROVINCIAL COURT RULES.

19. GENERAL PROVISIONS

     19.1 FAIR DEALING AND ETHICAL CONDUCT. In all dealings with each other, End
Users and third  parties,  MVNO/Customer  and  Vonify  will be  governed  by the
highest standards of honesty, integrity, fair dealing and ethical conduct.

     19.2  COMPLIANCE  WITH LAWS.  Vonify and  MVNO/Customer  shall at all times
comply in all material respects with all laws, rules and regulations  applicable
to the performance of this Agreement.

     19.3 WAIVER.  The waiver of any provision or default of this Agreement will
not constitute a waiver of any other  provision or default.  If any provision of
this  Agreement is deemed to be  unenforceable,  the remaining  provisions  will
remain in full force and effect.

                                       22
<PAGE>
     19.4 FORCE  MAJEURE.  Neither  party  will be liable for any loss,  damage,
cost,  delay or failure to perform  resulting  from causes beyond its reasonable
control including, but not limited to, acts of God, fires, floods,  earthquakes,
strikes, insurrections, governmental orders, riots, terrorism, power failures or
surges,  lightning or storms, or delays of suppliers or  subcontractors  for the
same causes.

     19.5  SEVERABILITY.  Should  any part of this  Agreement  for any reason be
declared  invalid by court order or by any regulatory  agency,  such order shall
not affect the validity of any remaining  portion;  and the remaining portion of
the  Agreement  shall  continue  in full  force and  effect  unless  such  order
materially  alters the nature of the obligations of either party hereto. In such
event, this Agreement shall immediately terminate.

     19.6  ASSIGNMENT.  Except as provided in this  Section,  neither  party may
assign or  transfer  this  Agreement,  or its rights or  obligations  hereunder,
without the prior  written  consent of the other  party.  Vonify may assign this
Agreement,  without MVNO/Customer's consent, to: (i) any Affiliate of Vonify, or
(ii) any person or entity that acquires Vonify or substantially  all of Vonify's
business through any merger,  consolidation or stock or asset purchase; provided
that the assignee agrees to be bound by the provisions of this Agreement.

     19.7 ENTIRE  AGREEMENT.  This  Agreement,  which includes any  specifically
identified  exhibits,  sets  forth the  entire  agreement  between  the  parties
concerning the subject matter hereof.

     19.8  CONSTRUCTION  OF TERMS.  This  Agreement  shall not be construed more
strongly  against any party regardless of who is responsible for its preparation
or drafting.

     19.9  COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall constitute an original agreement,  but all of
which together shall constitute one and the same instrument.

20. INDEPENDENT INVESTIGATION

     Vonify and  MVNO/Customer  acknowledge  they have read this  Agreement  and
understand and accept all terms,  conditions,  and covenants.  MVNO/Customer has
independently   investigated  the  business  of  providing   wireless  and  VoIP
terminations  services and the  profitability  (if any) and risks thereof and is
not relying on any representation,  guarantee, or statement of Vonify other than
as set forth in this Agreement.

     MVNO/Customer  also  acknowledges  that Vonify does not represent:  (i) the
amount  of  profits,  net or  gross,  that  MVNO/Customer  can  expect  from its
operations  under this Agreement or that  MVNO/Customer  will derive income from
the sale of Vonify's services under this Agreement; (ii) that Vonify will refund
any payments  made by  MVNO/Customer  to Vonify under this  Agreement  except as
otherwise  provided  herein;  or  (iii)  that  Vonify  will  provide  a sales or
marketing  program that will enable  MVNO/Customer  to derive  income under this
agreement.

     MVNO/Customer  further  acknowledges that, except as specifically set forth
in this Agreement,  Vonify does not make any representations  regarding: (i) the
quantity or quality of Services to be sold by MVNO/Customer;  (ii) the provision
by Vonify to MVNO/Customer of training and management assistance; (iii) the size
(other than the geographic area), choice, potential, or demographic nature of an
Area or the number of other dealers or reselling  MVNO/Customers that are or may
in the future operate in that Area; (iv) the termination,  transfer,  or renewal
provisions of this Agreement  other than as set forth in the  Agreement;  or (v)
the sponsorship or participation of a primary marketer of trademark  products or

                                       23
<PAGE>
services in MVNO/Customer's operations under this Agreement other than as may be
set forth in this Agreement.

     Vonify  acknowledges  that  MVNO/Customer may at any time solicit potential
customers for wireless service provided by MVNO/Customer  directly or indirectly
through business relationships with entities competing with Vonify.

IN WITNESS WHEREOF,  the undersigned have executed this Agreement on the day and
year first above written.

VONIFY INC. (Canada)                     CYTTA Corp.

VONIFY INC. (Cayman)                     Cyttalk Network Communications Inc.


By: /s/ Michael J Scott                  By /s/ Stephen Spalding
   ----------------------------            ----------------------------
   Michael J Scott                         Stephen Spalding
   President                               CEO

MVNO Mobile Virtual Network Operator Corp.


By /s/ Gary Campbell
   ----------------------------
   Gary Campbell,
   President


                                       24
<PAGE>
                                    Exhibit A

The Territory is the United States of America.

The marks and trade names  preliminarily  reserved to the parties  hereunder are
"Vonify",  "Cytta",  "MVNO" and "Cyttalk" with additions or subtractions thereto
all subject to discussion and agreement between the Parties.

Pricing,  costing,  fees and  expenses  for the right to the  Services  shall be
determined  pursuant to the detailed fiscal  schedules to be developed among the
Parties.

The Services  provided  hereunder shall be those usually  provided and available
pursuant  to a  normal  MNO/MVNO  relationship.  Additional  and or  specialized
Services shall be determined between the Parties.


                                       25