**EXHIBIT10.35**

** **

**International VoIP Agreement**

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ThisInternational VoIP Agreement (“Agreement”) is entered into on this 17day of December, 2001 between Fusion Telecommunications International,Inc., a Delaware corporation (“Fusion”), and Global ePoint, Inc., a Nevadacorporation (“Global ePoint”), referred to individually as a “Party” andcollectively as “Parties.”

 

###### **RECITALS**

###### ** **

WHEREAS,Global ePoint is an investor in strategic technology projects such as InternetProtocol communications services;

 

WHEREAS,Fusion is a provider of network communications services;

 

WHEREAS,subject only to Fusion’s agreement with Net2Phone, the Parties wish to enterinto a strategic partnership (the “Venture”) in order to lawfully terminateVoice over Internet Protocol (“VoIP”) services into Vietnam;

 

NOW,THEREFORE, in consideration of the mutual covenants herein contained and othergood and valuable consideration the receipt and sufficiency of which is herebyacknowledged, the parties agree as follows:

 

###### **I.Obligations of the Parties**

###### ** **

**A. FusionCovenants and Agrees to:**

 

1.               Be responsible for selling to all potentialcustomers in the U.S. and worldwide, minutes of international VoIP services, onbehalf of the Venture, to be terminated lawfully in Vietnam.  This Agreement includes services to beprovided pursuant to any agreement with the Vietnam Post and TelecommunicationsCorporation or one of its affiliates or subsidiaries (hereinafter referred tocollectively as “VNPT”) or by another entity which is lawfully able toterminate voice traffic into the VNPT network or any other network in Vietnam(“Other Entity”), provided that Global ePoint elects to participate in theproject within fifteen (15) business days after being offered the same byFusion.

 

2.               Maintain all billing and accounting recordsfor the sale to its customers of minutes terminating to Vietnam, in addition tosuch other countries as the Parties may hereafter agree to add by amendment tothe arrangement set forth in this Agreement.

 

3.               Maintain adequate switching functions at itsswitch site in New York for aggregating its customer minutes for termination inVietnam.

 

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4.               Use its best efforts to continue the validityof its valid agreement from an authorized entity in Vietnam authorizing Fusionto lawfully terminate VoIP minutes to Vietnam.

 

5.               To the extent technically feasible, obtainand be responsible for international bandwidth for interconnection of its NewYork PoP facility to a technically feasible point of presence in Hanoi, Ho ChiMinh City and/or Danang, Vietnam, to be designated by VNPT or Other Entity,including availability of a dedicated, clear channel, point-to-point circuit;and E-1’s using PRI signaling or R-2 signaling with tone plans for R-2, and configurationsfor any variations of this R-2 signaling.

 

6.               Provide compression and routing equipment atFusion’s designated point of presence in New York (or other Point of Presence),and provide any necessary network management equipment in the USA.

 

7.               Provide any necessary equipment and servicesnecessary to establish VoIP International Gateways at Hanoi, Ho Chi Minh Cityand/or Danang, Vietnam.

 

8.               Obtain and be responsible for facilitiesinterconnecting (i) Fusion’s designated Point of Presence in New York to thecable head in the USA; (ii) the cable head in the USA to the cable head inVietnam; and (iii) to the extent necessary, the cable head end in Vietnam tothe international VoIP gateways in Hanoi, Ho Chi Minh City and/or Danang,Vietnam.

 

9.               Obtain and provide to Global ePoint all otherpertinent documentation regarding any required authorizations or permits toperform its obligations with respect to the business contemplated by thisAgreement.

 

10.         Obtain and provide any other equipment and services as requiredpursuant to the agreements entered into with VNPT or Other Entity.

 

**B. Global ePoint Covenants and Agrees to:**

 

1.               Be responsible for any deposits, license feesand other up front costs that are required to consummate the transactionscontemplated by this Agreement. Notwithstanding any other provision of thisAgreement, Global ePoint’s obligation to provide funding for any specificcontract entered into by Fusion or specific project contemplated by thisAgreement shall be subject to the feasibility of the performance of suchcontract or such project as determined by Global ePoint, in its solediscretion.

 

2.               Global ePoint will provide a Letter of Creditlisting VNPT or the 

 

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Other Entity as the beneficiary, in an amount of approximately USD300,000, the exact amount to be agreed to by the Parties. The Letter of Creditwill be issued by an internationally recognized bank reasonably acceptable tothe Parties or via other means reasonably acceptable to the Parties and willserve as a deposit for termination charges. This Letter of Credit shall includeexpress language preventing any drawing against it except for the purposes ofpaying termination charges that are not timely paid. The term of the Letter ofCredit shall be for one (1) year, after which the joint entity formed by theParties will have the responsibility to replace the Letter of Credit withsecurity acceptable to the then current beneficiary.    In addition, Global ePoint will provide cash in the amount ofUSD 50,000 for connection fees associated with the interconnection with othernetworks and a cash amount to be agreed upon by the Parties as prepayment for 2months’ costs for each Vietnam E1 submarine half-circuit, ILPC, ILPC- Vietnam side,local leased line, long distance leased line between Ho Chi Minh City andHanoi, local transmission part of long distance leased line, local E-1 PSTN tobe procured as well as deposits required for US – side connectivity through toHong Kong.

 

3.               Upon the commencement of the actual passingand termination of minutes across the network, the joint entity formed by theParties will pay fees for termination to VNPT or the Other Entity or relatedparties, which fees shall be approximately $.28- $.31 per minute as follows:$.14 for the call, $.10 to VNPT or Other Entity for a connection charge ($.15as a connection charge for cellular calls), and $.04 as a fee to Fusion’sVietnam Marketing Representative. The $.14 fee referred to above shall beadjusted from time to time in accordance with market conditions**.**

 

4.               Be responsible for all financial obligationshereunder necessary to meet the terms and conditions of this Agreement and tofinance all equipment, installations, connectivity and services provided by Fusionhereunder until such time as the underlying projects become self-financing.

 

5.     Notwithstanding the financial obligations as outlined in thisSection B, the Parties agree that Global ePoint’s financial obligations underthis Agreement for deposits, license fees, connection fees, network costs,equipment costs, and other costs and fees described in this Section B (exceptfor the Letter of Credit described in Section B.2) shall not exceed USD$500,000. In addition, as outlined in Section B.2., Global ePoint shall havethe responsibility of posting a Letter of Credit in the amount of USD $300,000.The Parties agree that should the costs hereunder exceed the above amounts,Global ePoint shall not be liable for such costs unless, in its sole andunfettered discretion, Global ePoint reaches mutual agreement with Fusion onthe payment of such additional costs required in order to meet the terms andconditions of this Agreement. In the event that additional monies are needed tofund a contract or project and there is not a mutual agreement among theParties and Global ePoint chooses not to fund the additional monies, then uponFusion’s securing the additional monies from an outside source to fund thecontract or project, Fusion shall reimburse Global ePoint for all amountsexpended on the 

 

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contract or project by Global ePoint (and not previously reimbursed),and Global ePoint shall retain an interest equal to the percentage that isremaining investment bears to the total value of the contract or project, butnot less than a ten percent (10%) interest if Global ePoint elects to withdrawits entire investment from the contract or project.

 

IIProfit-sharing Arrangement

 

1.               Global ePoint and Fusion shall each receivefifty percent (50%) of the aggregate Net Profit generated through Fusion’s saleof VoIP minutes terminating to Vietnam to be accounted for and distributed inaccordance with the terms set forth in Section 4 below.

 

2.               The Parties shall make settlement with andpayment to each other, as necessary, on a monthly basis, within ten (10) daysafter the end of each month.  Eachmonthly payment will be based upon the management accounts produced by theParties.  At the conclusion of eachParty’s financial year, an adjustment will be made to the payment of thepreceding fiscal year to reflect any audit adjustments that were made based onthe management accounts.  Any disputeswill be resolved through mutually agreed procedures.

 

3.               All unpaid, undisputed balances shall accrueat the greater of 11⁄2% (one and one half percent) per month or at the highestrate permitted by law.  In addition,each Party shall pay all costs, including attorneys’ fees, incurred by theother Party in connection with any proceeding to collect any unpaid balancesdue under this Agreement.  All payments,where applicable, shall be made via irrevocable wire transfer to:

 

**Global ePoint:**

Wells Fargo Bank

ABA #: 121000248

Acct #: 460-3793951

For: Global ePoint, Inc.

1370 W. San Marcos Blvd., Suite 100

San Marcos, CA 92069

 

**Fusion:**

Chase Manhattan Bank

ABA#: 021000021

Acct#: 777-390515

For:Fusion Telecommunications

International,Inc.

420Lexington Ave, Ste 518

NewYork, NY 10170

 

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4.               Definitions of key terms and conditions usedto calculate profit sharing:

 

(a.)“Total Revenue” is that revenue accruing to Global ePoint and Fusion from thesale to any customer of VoIP minutes terminating in Vietnam through the Vietnamnetwork contemplated in this Agreement; provided that, in the case of sales toretail end users, the revenue assigned to any such sale shall be computed as ifthe sale were made at the average sales price received by each of the Partiesduring the month in question from each of the Parties’ nonaffiliated wholesalecustomers to which sales of said Vietnam VoIP services are made during the month in question.

 

(b.)“Net Profit” shall equal Total Revenue (as computed pursuant toParagraph (a) above) less the following expenses:

 

•                  Underseafiber charges (see Paragraph I.A.5 above);

•                  Terrestrialfacility charges (local loops in USA and Vietnam)(see Paragraph I.A.8 above);

•                  Terminationexpense in Country and other expenses as set forth in Paragraph B.3 above;

•                  Perminute fee paid to Fusion’s Marketing Representative to be initially $0.04 perminute.

•                  Feesand expenses for the other elements of expense described in Paragraph I.A. andI.B. above

•                  Amortizationover a twelve (12) month period (such amortization to be paid monthly) ofequipment costs (see Paragraph I.A.6 and I.A.7**.**above) as mutually agreed between the Parties and amortization of Fusion’sreasonable cost of negotiating and executing the Vietnam Agreements, such costsare approximately $30,000 (see Paragraph I. A. 4. Above), and;

•                  Amortizationover a twelve (12) month period (such amortization to be paid monthly) ofGlobal ePoint’s cash deposits, if any, pursuant to Paragraph B.2 above, itbeing understood that, if such deposits are in the form of a letter of creditor similar mechanism rather than cash, then there will be no amortizationpursuant to this item but instead the letter of credit fee imposed by GlobalePoint’s bank will be chargeable as a monthly expense to arrive at Net Profit;and,

•                  Fusionwill be entitled to a network service and maintenance fee, switch, selling,billing, administrative and bad debt reserve fee of $.015 per minute on alltraffic volumes.

 

If any of the foregoing expenses are not paid from operating revenue ofthe Venture, the applicable expense shall be reimbursed to the Party thatprovided the funding to pay such expense in accordance with the amortizationschedule set forth in this Agreement.

 

5.               The terms of any interconnection agreemententered into between the Venture and VNPT or Other Entity shall include atermination rate between 

 

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approximatelyUSD 0.28 and USD 0.31 for cellular per minute, and the Parties agree toinitially terminate one (1) million minutes per month and anticipate increasingtermination of traffic to Vietnam to at least 4-5 million minutes per month. Itis further agreed that Fusion will utilize its best efforts to negotiate for aprovision in the agreement with VNPT or Other Entity that any license or otherauthorization to operate in Vietnam shall include a mutually-agreed to formulaunder which termination charges due and payable to the VPNT or Other Entityshall be reduced from time to time in response to declining margins. If Fusionis unable to secure such an agreement from the government of Vietnam, both oreither of the Parties may terminate this Agreement immediately without penalty.If Fusion secures such an agreement from the government of Vietnam, but marketrates for VoIPservices terminating to Vietnam decline so as to materiallyaffect the economic feasibility of a specific contract or project covered bythis Agreement, as determined by either Party in its sole discretion, theneither Party may terminate this Agreement with respect to such contract orproject immediately without penalty.

 

# **III.GeneralTerms & Conditions**

# ** **

1.               References to Fusion shall include FusionTelecommunications International, Inc. and all parent, subsidiary or affiliatedentities, as well as its (their) successors and assigns.

 

2.               References to Global ePoint shall includeGlobal ePoint, Inc. and all parent, subsidiary or affiliated entities, as wellas its (their) successors and assigns.

 

3.               (a) With regard to the terminationarrangement introduced by Fusion to Global ePoint as contemplated by thisAgreement, Global ePoint shall not circumvent Fusion in such a way that excludes Fusion from participating, ordiminishes Fusion’s ability to participate, in such termination arrangement.

 

(b) With regard to any other business opportunity that either Party ispursuing, in the event that either Party discloses to the other Party inwriting such other business opportunity, the other Party shall not circumventsuch Party in such a way that excludes such Party from participating, ordiminishes such Party’s ability to participate, in such businessopportunity.  Furthermore, thisAgreement does not preclude either Party from entering into any otheragreement, venture, strategic alliance, or business opportunity relating toVoIP services and/or Vietnam.

 

(c)The terms of this Paragraph 3 shall survive expiration or termination of thisAgreement.

 

4.               The Parties shall keep all oral and writteninformation disclosed in connection with this Agreement strictly confidential,and will utilize the same degree of care 

 

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insafeguarding such information as it utilizes in respect of its own confidentialinformation. Neither Party shall make any public disclosure of the discussionsor content of material exchanged between the Parties unless mutually agreed toby the Parties in writing or unless required by law.   The Parties acknowledge that Fusion has disclosed to GlobalePoint that it is negotiating a number of separate telecommunicationsarrangements in Vietnam, and Fusion agrees that Global ePoint shall have aright of first refusal to participate in any such arrangement in Vietnam underterms and conditions similar to this Agreement.

 

5.               The Parties may mutually agree to establish aLimited Liability Company through which to operate the arrangement describedherein.

 

6.               Term and Termination.  The term of this Agreement shall commence onthe Effective Date written above and shall continue for an initial term of oneyear thereafter.  At the end of theinitial term, this Agreement shall automatically renew for successive six (6)month terms unless any of the conditions for termination of this Agreementoccur.  Notwithstanding the foregoing,except for termination for one of the reasons described below, this Agreementshall not terminate as long as Fusion or the Venture is party to an agreementwith VNPT or Other Entity for VoIP services to be terminated in Vietnam.

 

In addition to any other termination provisions contained in thisAgreement, either Party may terminate this Agreement immediately upon writtennotice to the other Party, in the event of:

 

a)              a breach by the other Party of a materialterm, representation, warranty, or obligation of this Agreement which breach isnot cured (if curable) within thirty (30) calendar days after receipt of noticeof breach from the non-breaching Party;

 

b)             fraud, deception or non-payment ofobligations;

 

c)              a *ForceMajeure* event (as defined below) which prevents either Party fromperforming material obligations required under this Agreement for a period ofthirty (30) days or more;

 

d)             the other Party’s insolvency, receivership,or voluntary bankruptcy; or the institution of involuntary proceedings forbankruptcy against the other Party that are not stayed or dismissed withinninety (90) calendar days after the institution thereof;

 

e)              a general assignment by the other Party ofall or substantially all of its business or assets for the benefit ofcreditors;

 

f)                substantially all of the other Party’sproperty, or that which is used in providing the Services, is or becomessubject to levy, seizure, assignment or 

 

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sale for or by any creditor or governmental agency, unless the judgmentor debt is released or satisfied within ten (10) business days; or

 

g)             a determination by any governmental authorityhaving jurisdiction or court of competent jurisdiction that the operationscontemplated hereby are in violation of applicable legal restrictions.

 

7.  Procedure Upon Termination.  Upon expiration or termination of thisAgreement for any reason. Fusion shall retain use of the network and willcompensate Global ePoint for its investment in equipment, up front costs,license fees, and other costs paid by it, to the extent that such investmenthas not been recovered by Global ePoint pursuant to the amortization provisionsof Section 4. If Fusion chooses not to operate the network after termination ofthis Agreement, Fusion will maintain ownership of any equipment and GlobalePoint shall retain ownership of any Letters of Credit, or other investmentsthat Global ePoint has contributed to this venture unless such project hasbecome self-financing.

 

8.Regulatory Issues or Changes. Should the adoption of any law, rule, regulation,or agency or judicial determination by a court of competent jurisdictionmaterially affect either Party’s ability to perform its obligations pursuant tothis Agreement, such Party may terminate this Agreement immediately without anytermination liability upon written notice to the other Party.

 

9.Taxes. All payments hereunder shall be made in US Dollars.  The paying Party shall be responsible forthe payment of all taxes (including without limitation applicable VAT orwithholding taxes but excluding taxes based solely on the other Party’s netincome) and import duties (collectively, “Taxes”).  Should the paying Party claim any exemption of any sales, use, orother tax, such Party must provide the other Party with such proof ofexemption.  It will be the payingParty’s responsibility to ensure that its exempt status remains current, and inno event shall the other Party be liable for any taxes owed by the paying Partyin accordance with applicable law.

 

10.No Warranty. ALL SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” BASISWITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUTLIMITATION WARRANTIES AS TO THE DESCRIPTION, QUALITY, MERCHANTIBILITY,NONINFRINGEMENT, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, ALL SUCHWARRANTIES BEING EXPRESSLY EXCLUDED AND DISCLAIMED.

 

11.LIMITATION OF DAMAGES. In no event shall either Party be liable to the otherParty for any indirect, special, incidental, punitive or consequential lossesor damages, including without limitation, lost profits and loss of goodwillarising in any manner from this Agreement or the use of the Services, howevercaused and regardless of theory of liability. This limitation will apply even if such Party has been advised or isaware of the possibility of such damages.

 

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12.Limitation of Liability.  Except foreach Party’s liability arising out of its indemnification obligations andconfidentiality obligations, each Party’s liability to the other for all claimsarising out of this Agreement shall be limited to the amount of fees paid bythat Party under the terms of this Agreement, whether such claim is based incontract, tort, or other legal theory.

 

13.Compliance with Laws.  Neither Partyshall use the Services provided hereunder (a) in violation of any applicableexport laws and regulations (including without limitation any U.S. export lawsand regulations); (b) in violation of any applicable national, state, or locallaws or regulations, including without limitation any laws governing the importof the Services or governing the content that either Party makes available viathe Services provided hereunder; or (c) in ways that infringe the rights ofothers, or interfere with other users of the other Party’s network or othernetworks.  Either Party reserves theright to suspend the Services provided hereunder (or any portion thereof) withtwenty-four (24) notice in the event that it believes that the other Party’suse (or any of the other Party’s customer’s use), whether knowingly or not, ofthe Services is in violation of this section. Either Party reserves the right to terminate the Services providedhereunder in the event of chronic or uncured violations of this Section.  Nothing in this Section or in any otherportion of this Agreement shall be interpreted as permitting either Party todeny to the other Party access to the Vietnam network; provided that anycontinuing use of said network after notification of the violation of thisSection 13 by one of the Parties shall be at the sole risk of such Party.

 

14.Indemnification. Each Party (for purposes of this paragraph “IndemnifyingParty”) shall indemnify and hold harmless the other Party (“Indemnified Party”)and all of its officers, agents, directors, shareholders, subcontractors, subsidiaries,employees and other affiliates (collectively “Affiliates”) from and against anyclaim, cost, damages, demand, liability, loss, penalty, proceeding, includingreasonable attorney’s fees, and costs and expenses incidental thereto, whichmay be suffered by, accrued against, charged to or recoverable from theIndemnified Party or any of its Affiliates, arising out of: (i) theIndemnifying Party’s breach of this Agreement and/or any interconnectionagreement entered into between the Venture and VNPT or Other Entity; (ii) aclaim by a third party against the Indemnified Party or any of its Affiliatesthat the Services, or any portion or use thereof, infringes or violates anypatent, copyright, trademark, trade secret or other intellectual property right;or (iii) damage to property or bodily injuries, including death, as a result ofan intentional or negligent act or omission by the Indemnifying Party or any ofits Affiliates in connection with the performance of this Agreement. TheIndemnifying Party will not settle any claims, demands, suits, proceedings oractions without the Indemnified Party’s prior written consent, which consentshall not be unreasonably withheld or delayed.

 

15.Force Majeure.  Neither Party shall beliable (except for payment for services rendered) for service interruptions,delays, failures to perform, damages, losses or destruction, or malfunction ofany equipment or any consequence thereof cause by or due to fire, flood, water,the elements, acts of God, war, and threat of imminent war, utilitycurtailments, power failures, explosions, civil disturbances,

 

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governmentalactions, shortages of equipment for supplies, unavailability of transportation,acts or omissions of third parties, or any other cause beyond either Parties’reasonable control.  The Party sodelayed or prevented from performing shall exercise good faith efforts toremedy any such cause of delay or cause preventing performance. The existenceof such a situation for a duration longer than fifteen (15) calendar days shallentitle either Party to terminate this Agreement without liability to the otherParty, except for any undisputed payment for Services rendered, subject toprior written notice.

 

16.Entire Agreement - This Agreement constitutes the entire agreement between theParties and supersedes all previous understandings, commitments orrepresentations concerning its subject matter. This Agreement may not be amended or modified in any way, and none ofits provisions may be waived, except by a writing signed by an authorizedofficer of each Party.

 

17.Severability - In the event that any one or more of the provisions contained inthis Agreement shall for any reason be held to be invalid, illegal orunenforceable in any respect, such invalidity, illegality or unenforceabilityshall not affect any other provision of this Agreement, but this Agreementshall be construed as if such invalid, illegal or unenforceable provision hadnever been contained herein.  Further, inthe event that any provision of this Agreement shall be held to be invalid,illegal or unenforceable by virtue of its scope or period of time, but may beenforceable by a limitation thereof, such provision shall be deemed to beamended to the minimum extent necessary to render it valid, legal andenforceable or in the alternative both Parties shall negotiate in good faith tosubstitute for such invalid, illegal, or unenforceable provision a mutuallyacceptable provision that is consistent with the original intent of theParties.

 

18.Non-Waiver of Breach - Each Party may specifically waive any breach of thisAgreement by the other Party, provided that no such waiver shall be binding oreffective unless in writing and no such waiver shall constitute a continuingwaiver of similar or subsequent breaches. A waiving Party may at any time, upon notice in writing, direct futurecompliance with the waived term or terms of this Agreement, in which event thebreaching Party shall comply as directed thereafter.

 

19.Notices - All notices and other communications shall be in English, in writing,and shall be deemed received upon actual delivery (if sent by messenger,overnight courier or certified mail, return receipt requested) or completedfacsimile.  Notices shall be addressedto the other Party at the address set forth below:

 

Ifto Fusion (except for rate change notices):

 

FusionTelecommunications International, Inc.

420 Lexington Avenue

Suite 518

New York, NY 10170

 

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Fax: (212) 972-7884

Attention: Executive Vice President—International

 

 

If to Fusion for the purposes of rate changenotices:

 

Fusion Telecommunications International, Inc.

1415 W. Cypress Creek Road

Suite 220

Ft. Lauderdale, FL 33309

Fax: (954) 493-8449

Attention: Vice President—Operations Finance

 

Ifto Global ePoint:

 

Global ePoint, Inc

1370 W. San Marcos Blvd.

Suite 100

San Marcos, CA 92069

Attn: Frederick Sandvick, CEO

Tel: 760-560-4900

Fax: 760-510-4920

 

Each Party will advise the other of any change in its address,telephone number or facsimile number.

 

20.Headings.  The headings of the Sectionsand subsections of this Agreement are inserted for convenience only and do notconstitute a part of this Agreement nor shall they be considered wheninterpreting or construing this Agreement.

 

21.Schedules.  The Schedules attachedhereto are part of this Agreement as fully for all intents and purposes as ifthey were inserted in the body of this Agreement.

 

22.Assignment.  This Agreement shall be bindingon the Parties and their respective affiliates, successors and permittedassigns.  Neither Party shall assign ortransfer their respective rights or obligations under this Agreement to anyother entity without the prior written consent of the other Party, whichconsent shall not be unreasonably withheld. Notwithstanding the foregoing,either party may (i) assign its rights and delegate its obligations under thisAgreement to a majority-owned or majority-controlled subsidiary or affiliate(for the purposes of this Section 22, “affiliate” shall mean an entitycontrolling, controlled by, or under common control of such party) or (ii)assign its rights and delegate its obligations under this Agreement to anaffiliate or its successor in connection with a merger, spin-off, divestiture,reorganization or sale of all or substantially all of its assets, 

 

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andsuch assignee/successor shall remain liable for all of the rights andobligations hereunder; provided however, that if either Party makes such anassignment, such Party shall provide reasonable notice to the other Party ofsuch assignment.

 

23.Counterparts.  This Agreement may beexecuted in several counterparts, each of which shall be deemed an original,and all such counterparts together shall constitute but one and the sameinstrument.

 

24.Relationship.  Neither Party shall havethe authority to bind the other by contract or otherwise make anyrepresentations or guarantees on behalf of the other.  Both Parties acknowledge and agree that the relationship arisingfrom this Agreement does not constitute an agency, joint venture, partnership,employee relationship or franchise. Provider acknowledges and agrees that it is an independent contractor.The Parties acknowledge that, for all purposes, the project(s) described inthis Agreement shall be operated and controlled by Fusion in its role astelecommunications provider.

 

25.Publicity.  No public statements orannouncements relating to this Agreement shall be issued by either Partywithout the prior written consent of the other Party.

 

26.Governing Law.  The Parties expresslyagree that the governing law of this Agreement shall be the substantive law ofthe State of New York without regard to or application of choice of lawprinciples or the body of law relating to the United National Convention on theInternational Sale of Goods.  Each Partyshall comply with all applicable United States and foreign laws, regulationsand ordinances relating to their performance hereunder.

 

**Agreed and accepted:**

 
| **Global ePoint, Inc.** |                               | **Fusion Telecommunications  International, Inc.** |
|-------------------------|------------------------------------|----------------------------------------------------|
|                    |                               |                                               |   |   |
|                    |                               |                                               |   |   |
| By:                     |   /s/Frederick  Sandvick |                                               | By: |   /s/Eric  D. Ram |   |
|                    |                               |                                               |   |   |   |
| Print  Name:            |   Frederick  Sandvick    |                                               | Print  Name: |   Erik  D. Ram |   |
|                    |                               |                                               |   |   |   |
| Title:                  |     CEO        |                                               | Title: |     E.V.P.  – International |   |
|                    |                               |                                               |   |   |   |
| Date:                   |     12/17/01   |                                               | Date: |     12/17/01 |   |
|                         |                                    |                                                    |  |  |  |  |  |  |  |  |  |  |  |

 

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