Exhibit 10.3


                        NEC AMERICA, INC. ULTRACOM DEALER
                                    AGREEMENT


This Agreement is made as of this June 8, 2001, by and between NEC America,
Inc., located at 4 Forest Parkway, Shelton, CT 06484 hereinafter referred to as
"NECAM", and MFC BUSINESS COMMUNICATIONS having its principal office at 2101 NW
33rd Street, Suite 600, Pompano Beach, Florida 33069 hereinafter referred to as
"Dealer".

In consideration of the other mutual agreements and promises contained in this
Agreement, NECAM and Dealer agree as follows:

1. APPOINTMENT OF DEALER:

NECAM hereby appoints and designates the Dealer as an authorized dealer of the
attached Equipment Appendix and authorizes Dealer to market and sell the
Equipment (and "Services"), according to the terms and conditions of this
Agreement. NECAM agrees to sell to Dealer Services or Equipment for resale in
the Territory on a non-exclusive basis. The Territory, in which Dealer may act
as authorized dealer of the Equipment, shall mean the geographic area in the
Equipment Appendix.

2. MANUFACTURER AGREES:

A.   To support the Dealer in its effort to promote the sale of the Equipment.

B.   To provide reasonable technical and/or sales training assistance for the
     Dealer's personnel at the Dealer's request in accordance with NECAM's
     published guidelines which are hereby incorporated by reference and may be
     changed from time to time.

3. THE DEALER AGREES:

A.   To use its best efforts to promote, market, service, install and distribute
     the Equipment of NECAM in a manner reflecting credit on the parties to this
     Agreement.

B.   To maintain at least one NECAM trained technician on the i-Series system
     throughout the term of this Agreement.

C.   To adhere to the payment and price terms prescribed in this Agreement.

D.   Purchase and maintain an i-Series system for demonstration or office use.

E.   Market the Equipment only to end-user customers. Sale of Equipment to
     others for the purpose of resale shall constitute a material breach of this
     Agreement.

F.   Incorporate NECAM's Limitations of Liability to its end-user customers.


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G.   Extend an Equipment warranty to its end-user customers which is no greater
     in scope than that extended by NECAM to Dealer.

4. ADDITIONAL TERMS AND CONDITIONS:

A.   Order Entry. All orders may be placed using the standard Purchase Order
     forms of Dealer. The terms and conditions of this Agreement shall apply to
     all orders placed by Dealer for Equipment described herein. In the event of
     conflict between the terms or conditions of this Agreement and terms or
     conditions which may appear on the face or reverse side of the Dealer's
     orders form or NECAM's acknowledgment form, including but not limited to
     price or discount terms or conditions, the terms and conditions of this
     Agreement shall control.

 B.   Pricing/Discount. Dealer's cost for each item of the Equipment shall be
      NECAM's current list price as published from time to time at a discount
      level as shown in the Equipment Appendix. Prices are exclusive of federal,
      state, and local taxes.

 C.   Payment Terms. Payment shall be due, in full, thirty (30) days from date
      of invoice. Invoice date shall be the date the Equipment is shipped or
      later. In no event shall the invoice date precede the shipping date.
      Overdue payments shall carry 18% per annum interest charges or the legal
      maximum rate, whichever is lower. In addition to NECAM's remedy concerning
      late payment(s) provided herein, NECAM may withhold or delay shipment(s)
      of the Dealer's order(s) for Equipment and Services until any payment owed
      by the Dealer to NECAM which is overdue is made in full.

D.   Freight. F.O.B. Kent, Washington and Shelton, Connecticut. Equipment will
     be shipped to Dealer's specified delivery point F.O.B. destination for all
     orders, freight prepaid and added to the invoice. Title and risk of loss
     for Equipment shall pass to Dealer, F.O.B. origin. Notwithstanding the
     above, NECAM reserves all other rights, title and interest to the software
     Equipment, and neither Dealer nor its end-user customers shall acquire any
     rights, title or interest in the software Equipment other than as
     specifically set forth.

E.   Non-Assignability. The rights and obligations created hereunder cannot be
     assigned by either party either voluntarily or by operation of the law
     without the prior written consent of the other party. Any unauthorized
     transfer or attempt to transfer or assign shall automatically terminate
     this Agreement.

F.   Relationship of Parties. This Agreement does not in any way create the
     relationships of joint venture, partnership, or principal and agent between
     NECAM and Dealer, and neither shall have the power or ability to pledge the
     credit of the other, nor to bind the other, nor to contract in the name of
     or create a liability against the other in any way for any purpose.

G.   Warranty. Standard warranty is twenty-six (26) months from the date of
     shipment from NECAM's warehouses unless noted on the Equipment Appendix.



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     (a)  NECAM reserves the right to modify the duration or terms of the
          warranty upon written notice to the Dealer.

     (b)  NECAM's liability for any hardware Equipment which is shown during its
          warranty period to not be in compliance with the specifications which
          were in effect at the time of sale is limited to:

          (1)  replacing the hardware Equipment or part thereof with a
               functionally equivalent hardware Equipment or part,

          (2)  repairing the hardware Equipment, or

          (3)  issuing credit for the hardware Equipment H.

Trademarks.
-----------

     (a)  Other than as set forth below, Dealer acquires no right, title or
          interest in any trademark, trade name or other intellectual property
          right of NECAM or its affiliates.

     (b)  So long as this Agreement remains in effect, Dealer may use the trade
          names and trademarks specified by NECAM on a non-exclusive basis for
          advertising and promotion of the Equipment consistent with reasonable
          guidelines established by NECAM, as may be amended from time to time.

     (c)  Dealer shall not remove any trade name or trademark of NECAM or its
          affiliates from any Equipment without NECAM's prior express written
          consent.

I.   Force Majeure. Neither party shall be responsible for delays or failures in
     performance resulting from acts of God, labor strikes, acts of war or civil
     disruption, government regulations imposed after the fact, public utility
     failures, or natural disasters.

J.   Governing Law. This Agreement shall be governed by the laws of the State of
     New York. Each of the parties agrees that any dispute arising out of, under
     or by reason of this Agreement, or any acts or transactions, hereunder to
     the interpretation or validity thereof, or under, or by reason of any other
     contract, agreement, loan, or transaction of, any kind between them, or to
     which they may be parties, of any kind, nature, or description whatsoever
     shall be resolved in an action or proceeding in a court of competent
     jurisdiction. Each of the parties waives trial by jury and the right to
     trial by jury in any and all such actions or proceedings.

K.   Term. This Agreement will commence on the date signed by an authorized
     representative of NECAM, and will continue until June 30,2002, unless
     terminated in accordance with the provisions of this Agreement.

     (a)  THIS AGREEMENT SHALL AUTOMATICALLY RENEW EACH YEAR, FOR AN ADDITIONAL
          ONE (1) YEAR PERIOD, AFTER THE ORIGINAL


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          TERM, UNLESS WRITTEN NOTICE OF NONRENEWAL IS PROVIDED BY NECAM AT
          LEAST THIRTY (30) DAYS PRIOR TO THE ANNIVERSARY DATE OR IN ACCORDANCE
          WITH APPLICABLE STATE LAW REQUIREMENTS WHICH MAY REQUIRE A LONGER
          NOTICE PERIOD OR BY DEALER AT LEAST FIFTEEN (15) DAYS PRIOR TO THE
          ANNIVERSARY DATE. The discounts applicable to the Equipment listed on
          the Appendices shall be adjusted effective on the renewal date based
          on the discount schedules set forth on such Appendices.

     (b)  NECAM reserves the right to revise the terms of this Agreement,
          including but not limited to, Equipment authorizations or the minimum
          purchase requirements on the Equipment Appendices or to redefine the
          Territory designated therein effective upon such renewal by providing
          written notice of this Agreement of such deletion, revision or
          redefinition at least thirty (30) days prior to the anniversary date.

     (c)  Upon receipt of such notice in Section K(b) above, Dealer may provide
          fifteen (15) days written notice of nonrenewal of the Agreement as
          provided in Section K(a) above.

L.   Equipment/Services.
     -------------------

     (a)  NECAM reserves the right to:

          (1)  discontinue the manufacture or distribution of particular models
               of various types of Equipment and /or the provision of Services
               or

          (2)  change or modify specifications, features, models, housings,
               and/or other aspects of Equipment and/or the provision of
               Services

M.   Termination.
     ------------

     (a)  This Agreement may be terminated, in full or in part, effective
          immediately, without liability for said termination, upon the
          occurrence of any of the following events:


          (1)  a Dealer files a voluntary petition in bankruptcy,

          (2)  a Dealer is adjudged bankrupt,

          (3)  a court assumes jurisdiction of the assets of a Dealer under a
               federal reorganization act,

          (4)  a trustee or receiver is appointed by a court for all or a
               substantial portion of the assets of a Dealer,

          (5)  a Dealer becomes insolvent or suspends its business,

          (6)  a Dealer makes an assignment of its assets for the benefit of its
               creditors except for the company's line of credit from its lender
               in the normal course of business,


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          (7)  the identity of a Dealer or the nature of its business is
               materially changed by bulk transfer of assets, sale of its
               business, transfer of control of its outstanding stock, merger,
               or otherwise,

          (8)  Dealer fails to make payment for any NECAM invoice for Equipment
               or Services within thirty (30) days of the due date for payment
               of such invoice.

          (9)  any other agreement between Dealer and NECAM terminates or
               expires, pursuant to the terms and conditions of such agreement,

          (10) Dealer breaches any of the terms and conditions governing the use
               of NECAM's trade names or trademarks,

          (11) Dealer sells Equipment to any other resellers (including but not
               limited to NECAM dealers),

          (12) Dealer sells, installs, maintains or services Equipment outside
               of its Authorized Territory, without NECAM's prior written
               consent, or

          (13) Dealer subcontracts without NECAM's prior written consent to an
               entity other man an Authorized Dealer,

          (14) Dealer assigns any of its rights or responsibilities hereunder
               except as permitted herein or with NECAM's prior written consent,
               or

          (15) Dealer does not (i) conduct business in a manner that reflects
               favorably at all times on the Equipment and the good name,
               goodwill and reputation of NECAM; (ii) avoid deceptive,
               misleading or unethical practices that are or might be
               detrimental to NECAM, the Equipment, end-users or the public,
               including but not limited to disparagement of NECAM or Equipment;
               (iii) make no false or misleading representations with regard to
               NECAM or the Equipment; (iv) not publish or employ or cooperate
               in the publication or employment of any misleading or deceptive
               advertising material; (v) to make no representations, warranties
               or guarantees to customers or to the trade with respect to the
               specifications, features or capabilities of Equipment that are
               inconsistent with the literature distributed by NECAM, including
               all warranties and disclaimers contained in such literature, if
               any and; (vi) or violates NECAM's Ethics Policy which is hereby
               incorporated by reference and may be amended from time to time.
               Dealer shall defend, indemnify and hold NECAM harmless from any
               third party claims or lawsuits alleging that Dealer has violated
               the terms of this Section.

          (16) Dealer provides false or misleading information on the Dealer
               Application or any supplement thereto.

     (b)  The entire Agreement or portions thereof relating to specific types of
          Equipment or specific portions of Dealer's authorized Territory may be
          terminated by NECAM, in the event that:



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          (1)  Dealer fails to provide installation, maintenance, repair and
               support Services in accordance with NECAM's and industry
               standards for such specific type of Equipment or within specific
               portions of Dealer's authorized Territory.

     (c)  hi the event of any default or failure on the part of a party hi the
          performance of any of its duties, obligations or responsibilities
          under this Agreement, other than default or failure specified in
          paragraphs (a) or (b) above, the non-defaulting party may terminate
          this Agreement, provided mat with respect to defaults susceptible of
          immediate cure, the defaulting party had been given fifteen (15) days
          prior written notice of the default and failed to cure the default
          within such fifteen (15) day period.

     (d)  In NECAM's sole opinion, NECAM may complete any order for Equipment
          accepted by NECAM prior to termination and may accept and complete any
          order for Equipment where Dealer, prior to the effective date of
          termination, has entered into a binding contract for the resale of
          such Equipment to an end-user. Notwithstanding the foregoing, NECAM
          may condition acceptance and completion of such orders on reasonable
          conditions which NECAM may impose, including but not limited to prior
          payment in full for these and any other previous orders, proof of a
          binding contract with an end-user customer, and/or subcontracting of
          service obligations to an Authorized Dealer.

N.   Infringement.
     -------------

     (a)  In the event of a claim or suit against Dealer and/or end-user
          alleging (a) the Equipment and/or Services as sold or licensed by
          NECAM infringe any patent issued by or copyright registered in the
          country in which the Equipment and/or Services were sold or licensed
          to Dealer, NECAM shall defend Dealer and/or end-user to the extent the
          claim or suit concerns such infringement, provided Dealer and/or
          end-user give NECAM prompt notice of such claim or suit and continuous
          cooperation in such defense.

     (b)  In any claim or suit against Dealer and/or end-user that is defended
          by NECAM pursuant to paragraph (a) above, NECAM shall control the
          defense, shall pay all litigation costs, including reasonable
          attorney's fees incurred by NECAM in such defense, and shall indemnify
          Dealer and/or end-user for all damages awarded by a court or
          settlement payments approved by NECAM, provided the Dealer has
          incorporated in its agreement with the end-user the warranty
          exclusions and liability limitations provided for in this Agreement.

     (c)  If, in any claim or suit against Dealer and/or end-user that is
          defended by NECAM pursuant to paragraph (a) above, as a result of a
          court order not subject to further appeal or a settlement approved by
          NECAM, Dealer is enjoined or otherwise prevented from selling or
          end-user is enjoined from using the Equipment or Services sold or
          licensed by NECAM, NECAM, at its option, may (a) procure for Dealer
          the right to continue selling or for end-user the right to continue
          using the Equipment or Services, (b) replace or modify the Equipment
          or Services to avoid infringement, or (c) repossess


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          the Equipment or discontinue the Services in exchange for a refund of
          the depreciated value of the Equipment or Services. NECAM's option
          selected under this paragraph shall be Dealer's and/or end-user's sole
          remedy for any prospective effects of any court order or settlement.

     (d)  NECAM's total cumulative liability under paragraphs (b) and (c) above
          shall be limited to the price paid to NECAM by Dealer for the
          Equipment and/or Services together with payment of all litigation
          costs as provided for in paragraph (b) above.

     (e)  Notwithstanding any other provision of this Article, NECAM shall not
          be obligated to defend and shall not be liable for costs or damages
          awarded in any claim or suit for infringement in which (a) the
          Equipment were made or Services were rendered by NECAM pursuant to
          specifications supplied by Dealer and/or the end-user, or (b) the
          alleged infringement is based on use by Dealer and/or the end-user,
          without NECAM's permission, of the Equipment and/or Services as sold
          by NECAM in combination with another item not sold by NECAM, where the
          alleged infringement arises from the combination or from practice of a
          method made possible by the combination, or (c) the alleged
          infringement is based on the Equipment and/or Services as modified by
          Dealer and/or end-user without NECAM's written permission.

O.   Government Contracts.
     ---------------------

     (a)  The parties hereby acknowledge that NECAM typically has not sold
          certain types of Equipment which are included within the scope of this
          Agreement for resale under government contracts. Accordingly,
          notwithstanding any other provisions) of this Agreement, and without
          incurring any liability to Dealer or third party, NECAM hereby
          reserves the right to reject any Dealer Order for Equipment to which
          government contract provisions will apply.

     (b)  In the event that Dealer orders Equipment to which Government contract
          provisions are intended to apply, Dealer's order must conspicuously
          state such fact on its face, for the purpose of notifying NECAM and
          permitting NECAM the opportunity to consider whether to accept or
          reject such order. If such order fails to have such fact conspicuously
          stated on its face, then NECAM shall be automatically deemed to have
          rejected such order, and any acknowledgment which NECAM may have
          issued for such order shall be deemed void and of no effect.

     (c)  If the software Equipment will be supplied to a unit or agency of the
          United States government by Dealer, NECAM will supply commercial
          computer software or commercial computer software documentation to be
          acquired under licenses customarily provided to the public. NECAM
          shall not be required to:


          (1)  Furnish technical information related to commercial computer
               software or commercial computer software documentation that is
               not customarily provided to the public; or



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          (2)  Relinquish to, or otherwise provide, the Government rights to
               use, modify, reproduce, release, perform, display, or disclose
               commercial computer software or commercial computer software
               documentation except as mutually agreed to by the parties.

          (3)  With regard to commercial computer software and commercial
               computer software documentation, the Government shall have only
               those rights specified in the license contained in any addendum
               to the contract, or alternatively, any shrink-wrap license
               delivered with the software. (See 48 CFR 12.212).

P. Non-Exclusive Market Rights
   ---------------------------

     (a)  NEC AM reserves its right to:

          (1)  directly or through its subsidiaries, affiliates, agents or any
               other type of distribution entity market, sell, license or
               distribute any type of telecommunications products whether or not
               listed in the Equipment Appendices or provide installation,
               repair, maintenance and related Services for any such
               telecommunications products, wherever NECAM deems necessary or
               appropriate.

          (2)  directly, or through its subsidiaries, affiliates, agents or any
               other type of distribution entity distribute, install, license
               and/or maintain (directly or indirectly) any such
               telecommunications Equipment.

          (3)  utilize customer identification information contained in such
               form as NECAM shall require, to conduct surveys or perform other
               marketing functions, as NECAM deems necessary or appropriate.
               NECAM will notify Dealer prior to commencement of such marketing
               activities.

Q.   Limitation of Liability.
     ------------------------

       NECAM's liability for Equipment malfunction or Service malfeasance shall
       be limited to performing one of the remedies under the hardware or
       software Equipment or Service warranties, provided that the
       malfunctioning Equipment or Service malfeasance is covered by the
       applicable warranty. NECAM and Dealer hereby agree that if such
       limitation is declared invalid by a court of competent jurisdiction, then
       NECAM's liability shall be limited solely to a U. S. dollar amount equal
       to the cost of the malfunctioning Equipment and/or Service to the Dealer.
       These remedies shall be exclusive and shall be the Dealer's sole remedies
       against NECAM or any of its affiliates for Equipment malfunction and/or
       SERVICE malfeasance.

       IN NO EVENT SHALL NECAM BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL
       OR SIMILAR DAMAGES, SUCH AS (BUT NOT LIMITED TO) "DOWNTIME", EXCESS COSTS
       OR LOST BUSINESS REVENUES RESULTING FROM ITS BREACH OF ANY OF THE
       PROVISIONS OF THIS AGREEMENT, ITS


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        TORTIOUS CONDUCT IN OR RELATED TO THE PERFORMANCE OF ITS OBLIGATIONS
        HEREUNDER, A EQUIPMENT MALFUNCTION, SERVICE MALFEASANCE OR FROM
        UNAUTHORIZED OR IMPROPER USE OF EQUIPMENT INCLUDING BUT NOT LIMITED TO
        TOLL FRAUD OR COMPUTER VIRUSES.

R.   Notices. All notices required or contemplated under this Agreement shall be
     by hand delivery, overnight, registered or first class mail and addressed
     to the parties as follows:


TO MANUFACTURER
NEC America, Inc. 4
Forest Parkway Shelton,
CT 06484

TO DEALER
MFC BUSINESS COMMUNICATIONS
2101 NW 33rd Street, Suite 600 Pompano Beach,
Florida 33069


This Agreement shall be binding upon and inure to the benefit of the parties
hereof, and their successors and assigns.

 NEC America, Inc. (NECAM)                     MPC BUSINESS COMMUNICATION
 By:                                           (Dealer)


By: /s/ Albert F. Kelley                        By: /s/ Richard Fieni
   ----------------------------                     ---------------------------
(Authorized Signature)                               (Authorized Signature)

Name: Albert F. Kelley                         Name: /s/ Richard Fieni
Title: General Manager                               ---------------------------
Ultra Business Sales Division
                                                     Director of Sales
Date:                                                ---------------------------




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