GENERAL: For the purpose of these Terms of Service, the "Services" shall mean the long distance telecommunications services, offered by Poltel Communications, division of VSOFT Inc. (the "Company"), provided either directly or through authorized affiliates or underlying carriers, and the "Customer" shall mean the person, firm, corporation or other entity which purchases the Services from the Company. The Company and the Customer are also collectively referred to herein as "Parties" and individually as "Party". The Services offered by the Company are subject to the terms and conditions contained in these Terms of Service (as revised by the Company from time to time), and any written applications and agreements between the Parties, which together constitute the entire agreement between the Parties (the "Agreement"). The use of the Services shall evidence acceptance of these terms and conditions.

USE OF SERVICES: The Services may be used by the Customer and any persons having the Customer's permission to use them. The Customer is prohibited from using the Services or permitting them to be used for a purpose or in manner that is contrary to law; for the purpose of making annoying or offensive calls; or to interfere with or disrupt other users of the Services or the Services themselves.

TERM AND TERMINATION: This Agreement shall commence upon signing date, and shall continue until terminated by either Party by providing a notice of termination to the other Party. Upon termination, the Customer remains responsible and agrees to pay for all charges due for the Services which has been furnished up to and including the effective date of termination.

CUSTOMER LIABILITY: The Customer is responsible and liable for all charges for all the Services furnished to the Customer by the Company, including without limitation, all calls and services: (a) originating from or accepted at its telephone lines or terminal equipment; (b) made using any number, calling card number, or authorization code given to the Customer; or (c) made using any facility used to provide access to the Company equipment from the terminal equipment of the Customer. The Customer shall be responsible and liable for paying for all calls originating from and charged calls accepted at its lines or terminals, regardless of who made or accepted them, whether such calls are made or accepted with or without the authority, knowledge or consent of the Customer. Unless there has been deception by the Customer with regards to a charge, the Customer will not be responsible for paying a previously unbilled or underbilled charge except where it is correctly billed within a period of one (1) year from the date it was incurred. The Customer is responsible for any applicable provincial and federal taxes or similar charges. The Customer shall be liable to the Company for all costs and/or expenses incurred directly or indirectly, including legal fees, in the collection or attempted collection of any delinquent charges. The Customer shall be liable for all damages caused to the Company and the Company facilities (including equipment) by the Customer or Customer provided facilities.

CUSTOMER INFORMATION: The Customer agrees to give the Company prior written notice of any changes to its billing information, including but not limited to new address and contact information. The Company shall only recognize such person(s) as is (are) listed on the most recent service application form provided to the Company by the Customer as the sole person(s) authorized to accept, utilize, manage, modify or terminate the Services provided by the Company. The Customer consents and agrees that the Company may obtain and exchange the Customer's credit information with any credit reporting agency, credit bureau, or any of its creditors. Unless the Customer consents in writing or disclosure is pursuant to a legal power, Customer information kept by the Company, other than the Customer name, address or telephone number(s), is confidential and will not be disclosed to anyone other than the Customer or an agent retained by the Company in the collection of the Customer account.

RATES: The Services are offered to the Customer at the rates and conditions specified in the Company rate schedules. The Company reserves the right to change the rates and conditions from time to time. The Company will post updated rates and conditions on its Internet web site and give the Customer notice by letter or notice in the monthly bill.

PAYMENT AND BILLING: All charges for the Services are billed monthly and are due and payable upon receipt of invoice via mail, facsimile or e-mail. A late payment charge will accrue upon any amounts remaining unpaid thirty (30) days after the date of the invoice in the amount of eighteen percent per annum (1.5% per month), starting from the invoice date. In exceptional circumstances, as determined by the Company in its sole discretion, for example and without limitation, where the Customer has incurred a significant amount of billable charges or presents an abnormal risk of loss to the Company, the Company may, prior to the normal billing date, request payment from the Customer on an interim basis for the charges that have accrued. In such cases, such charges shall be considered past due three (3) days after they are incurred or three (3) days after the Company demands payment, whichever occurs later. In extreme circumstances, as determined by the Company in its sole discretion, for example and without limitation, where the Company has reasonable grounds for believing that the Customer intends to defraud the Company, the Company may request immediate payment from the Customer. Customer providing the Company with a cheque or pre-authorized payment which is returned for insufficient funds, or is otherwise not processed for payment shall be subject to a processing fee in the amount of $15.00 (or such other amount as the Company may set from time to time).

DISPUTES: The Customer shall bring all billing inquiries and disputes to the Company attention within sixty (60) days of the invoice date. Failure to do so within this period shall be deemed an admission of the accuracy of the entire contents of the invoice, and shall foreclose any opportunity by the Customer to challenge the accuracy of any portion of such invoice at a later date. The Customer agrees and acknowledges that the undisputed portion of any disputed invoice and all subsequent invoices shall be paid by the Customer on a timely basis or the Services may be disconnected by the Company.

DEPOSITS: The Customer agrees and acknowledges that Company may require deposits from the Customer where: (a) the Customer has no credit history with the Company; (b) the Customer has an unsatisfactory credit rating with a third party or with the Company, as determined by the Company in its sole discretion; or (c) the Customer presents an abnormal risk of loss, as determined by the Company in its sole discretion. The Company will review the continued appropriateness of deposits and their amounts on a regular basis. When service is terminated or the conditions which originally justified them are no longer present, as determined by the Company in its sole discretion, the Company will refund the deposits, retaining only any amount then owed to it by the Customer.

PROVISION OF SERVICES: The Company is not required to provide the Services in certain circumstances, including where: (a) the Company would have to incur unusual expenses which the Customer will not pay; for example, for securing rights of way or for special construction or where the Services are not available; (b) the Customer owes amounts to the Company that are past due; or (c) the Customer does not provide a reasonable deposit required pursuant to these Terms of Service.

SUSPENSION OR TERMINATION OF SERVICES: The Company may suspend or terminate the Customer's Services in the event that: (a) the Customer fails to pay its account when due; (b) the Customer breaches any term or condition of these Terms of Service or any other agreement pertaining to the Services to which it is a Party; (c) the Customer fails to provide or maintain a reasonable deposit when requested to do so in pursuant to these Terms of Service; (d) the Customer fails to comply with the terms of a deferred payment agreement; (e) the Customer is suspected of using the Services for fraudulent purposes; (f) the Customer is an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) or commits or threatens to commit any act of bankruptcy; (g) the commencement of any proceeding or the taking of any step by or against the Customer for the dissolution, liquidation or winding-up of the Customer or for any relief under the laws of any jurisdiction relating to bankruptcy, insolvency, reorganization, arrangement, compromise or winding-up, or for the appointment of one or more of a trustee, receiver, receiver and manager, custodian, liquidator or any other person with similar powers with respect to the Customer; (h) the Company no longer provides the Services, to preserve the integrity of the network, or to comply with any laws and other tariffs.

Prior to suspension or termination, except where continuation of the Services represents an abnormal risk of loss to the Company or the Customer is suspected of using the service for fraudulent purposes, as determined by the Company in its sole discretion, the Company shall provide the Customer with at least forty-eight (48) hours notice, stating the reason for the proposed suspension or termination and the amount owing (if any), the scheduled suspension or termination date, and the reconnection charge (if any). Where the Company's reasonable efforts to contact the Customer have failed, the Company will deliver such notice to the billing address. Notwithstanding the suspension or termination of the Services, the Customer shall be liable for all charges incurred up to and including the effective date of suspension or termination.

The Customer acknowledges that the Company does not have the ability to convert the Customer's long distance services to alternate long distance provider. The Customer agrees that in the event that the Services are terminated, the Customer is solely responsible for contacting alternate long distance service provider to convert its long distance services from the Company network to alternate long distance service provider. The Customer agrees that it is responsible for all charges incurred with the Company prior to effectively converting Customer's long distance service to alternate long distance provider.

NO WARRANTIES: The Company, and its affiliates, directors, employees and agents make no warranties, representations or conditions of any nature whatsoever, either expressed or implied, including without limitation any warranty, representation or condition of merchantability or fitness for a particular purpose or use with respect to the Services, equipment, network or products, whether written or oral, and all warranties, representations, and conditions of any kind are hereby excluded. The Company does not guarantee continuous or fault free provision of the Services, and shall not be responsible for the transmission of the Services over any other third party telecommunications networks.

LIMITATION OF LIABILITY: The Company and its affiliates, directors, employees and agents shall, in no event and under no circumstances, be liable to the Customer or any other person or party for any actual, direct, indirect, special, consequential, incidental, reliance, economic, punitive or any other damages, failures to perform, losses or destruction, malfunction of any equipment, or any consequence thereof, including without limitation damages for harm to business, lost of data, lost of income, lost of profits, lost of revenues, failure to realize expected savings or results, loss of use or lack of availability of the Services, or any other damages, whether or not the Company has been advised of the possibility of such damages, regardless of the foreseaability thereof, in connection with the Services or the provision or non-provision thereof, arising directly or indirectly from the Company's negligence or breach of contract, including fundamental breach or otherwise, and breach of contract resulting from the negligence of the Company, or in any way arising out of this Agreement. These limitations of liability shall apply regardless of the form of action, whether in contract, warranty, strict liability, or tort, including without limitation negligence of any kind, whether active or passive, or any combination thereof, or any other legal or equitable theory, and shall survive failure of an exclusive remedy. The provisions of this section shall survive termination of this Agreement.

Without limiting this generality, the Company shall not be liable for: (a) any act or omission of any telecommunications carrier, underlying carrier, local exchange telephone company, local access provider, or acts or omissions of any other providers of connections, facilities (including equipment), or services which are used by the Company and/or the Customer; (b) defamation or copyright infringement arising from material transmitted or received over the Company's facilities, infringement of patents arising from combining or using the Customer provided facilities with the Company facilities; (c) conduct of the Customer or failure of facilities (including equipment) or connections provided by the Customer; (e) interruptions, errors, delays or defects in transmission or failure to transmit caused by an act of God, fortuitous event, war, insurrection, riot, strike, walkout, lockout or other labour unrest affecting the Company or its suppliers, storm, fire, flood, explosion, lightning, government restraint, delays in producing supplies, shortages of suitable labour, equipment or materials, power shortages or interruptions or any other event beyond the reasonable control of the Company.

INDEMNIFICATION: The Customer agrees to indemnify, defend, and hold harmless the Company, its affiliates, directors, employees, agents, licensors, and suppliers from and against all damages, liabilities, obligations, losses, injuries, claims, demands, penalties, costs and expenses, including reasonable legal fees and disbursements, arising from any and all claims by the Customer or any person, based on any use of the Services, or any breach of this Agreement and any service agreements. The provisions of this section shall survive termination of this Agreement.

NO WAIVER: A waiver of any term or condition of this Agreement shall not be deemed to be a waiver of any other term or condition of this Agreement, nor shall a failure by the Company to act or object to conduct constitute a waiver of the right to subsequently act or object to such conduct, or waive any Customer's obligation.

SEVERABILITY: The invalidity, illegality or unenforceability of any one or more provisions of this Agreement will not impair any other provision in this Agreement.

ASSIGNMENT: The Customer may not assign, resell or transfer this Agreement to a third party without prior written consent of the Company. This Agreement will enure to the benefit of, and be binding upon, the Parties and the Customer respective heirs, executors, administrators, successors and permitted assignees.

JURISDICTION: This Agreement is governed by and subject to the laws of the Province of Ontario, Canada. This Agreement is subject to the jurisdiction of the courts of Ontario, Canada.

I (we) acknowledge that this authorization is provided for the benefit of Poltel Communications, division of VSOFT Inc. (the "Payee") and my (our) financial institution at which I (we) maintain an account (the "Processing Institution"), and is provided in consideration of Processing Institution agreeing to process debits against my account in accordance with the Rules of the Canadian Payments Association. I (we) warrant and guarantee that all persons whose signatures are required to sign on this account have signed this Pre-authorized Payments agreement.

I (we) hereby authorize Payee to draw on my (our) account with Processing Institution, under the terms and conditions agreed to by me (us) with Payee, until such time as written notice to the contrary is given. This authorization may be cancelled at any time upon notice by me (us). I (we) acknowledge that, in order to revoke this authorization, I (we) must provide notice of revocation to Payee. I (we) acknowledge that provision and delivery of this authorization to Payee constitutes delivery by me (us) to Processing Institution. Any delivery of this authorization to Payee constitutes delivery by me (us).

I (we) undertake to inform Payee, in writing, of any changes in the account information provided in this authorization prior to the next due date of the pre-authorized debit (the "PAD"). I (we) acknowledge that Processing Institution is not required to verify that a PAD has been issued in accordance with the particulars of my (our) authorization including, but not limited to, the amount. I (we) acknowledge that Processing Institution is not required to verify that any purpose of payment for which the PAD was issued has been fulfilled by Payee as a condition to honouring a PAD issued or caused to be issued by Payee on my (our) account. Revocation of this authorization does not terminate any contract for goods or services that exists between me (us) and Payee. My (our) authorization applies only to the method of payment and does not otherwise have any bearing on the contract for goods and services exchanged.