1. Term.
Service is offered on a monthly basis and begins on the date Customer activates
Services and continues for the duration of that calendar month. The Service
is automatically renewed by EldanCall unless Customer provides EldanCall
with notification of their intent to terminate the Service not less than thirty
(30) days prior to effective date of termination as set forth in Section 7 below.

2. Satisfication Guarantee
EldanCall offers the Customer one month satisfication guarantee. If the customer
is unhappy with EldanCall for any reason, they may cancel their service within
one month of initiation of the Service. Activiation fee, monthly fee, federal
excise taxes and any other applicable taxes can not be refunded to the customer.
The equipment must be returned in its original box and be returned with all
the original packaging intact. The Customer is responsible for all calls made
over the EldanCall's network and all shipping costs to return the equipment
to EldanCall. THE MONEY BACK GUARANTEE WILL NOT BE HONORED IF THE CUSTOMER
FAILS TO MEET THESE REQUIREMENTS. EldanCall can be reached at 1-888-21-ELDAN (35326)
for help in returning equipment.

3. EMERGENCY SERVICES - 911 DIALING
3.1 911 Dialing -EldanCall 911
Dialing is different than traditional
911 service.

Most of our customers have access to Enhanced 911 (E911) service. With E911
service, when you dial 911, your telephone number and registered address is
simultaneously sent to the local emergency center assigned to your location,
and emergency operators have access to the information they need to send help
and call you back if necessary.

In some cases, the local emergency operator answering the call will not have
your call back number or your exact location, so you must be prepared to give
them this information. Until you give the operator your phone number, he/she
may not be able to call you back or dispatch help if the call is not completed
or is not forwarded, is dropped or disconnected, or if you are unable to speak.
As additional local emergency centers become capable of receiving our customers'
information, EldanCall will automatically upgrade customers to E911 service.
EldanCall will not give you notice of the upgrade.

The service is backed with a first-ever 24x7 emergency call center used for
manual routing of emergency calls over the VoIP network. A VoIP call that can
not automatically locate the appropriate PSAP, based upon the caller's telephone
number and address, will be redirected to the Manual Emergency Call Relay Center
for real-time human interaction with the calling party. Examples of situations
where 911 calls will be sent to the national emergency call center include when
there is a problem validating a customer's address, the customer is identified
with an international location.

You authorize us to disclose your name and address to third-parties involved
with providing 911 Dialing to you, including, without limitation, call routers,
call centers and local emergency centers.

3.2 Notify All Users - You should inform any household residents,
guests and other third persons who may be present at the physical location where
you utilize the Service of the important differences in and limitations of EldanCall
911 Dialing as compared with basic 911 or E911.

3.3 Registration of Physical Location Required - For each phone number
that you use for the Service, you must register with EldanCall the physical
location where you will be using the Service with that phone number. When you
move the Device to another location or usng the WebPhone, you must register
your new location. If you do not register your new location, any call you make
using the 911 Dialing feature may be sent to an emergency center near your old
address. You will register your initial location of use when you subscribe to
the Service. Thereafter, you may register a new location by following the instructions
from the 'E911 Service' link on your web account page.

3.4 Service Outages.

911 Dialing service will not function under the following circumstances:

- In the event of a power failure, disruption or other service outage.

- Service outages or suspensions or terminations of service by your broadband
provider or ISP.

- Service outages due to suspension or termination of your Account.

- Your ISP or broadband provider or other third party may intentionally or inadvertently
block the ports over which the Service is provided or otherwise impede the Canadage
of the Service.

- Changing your number or adding or porting new numbers to your account without
successfully registering your location of use for each changed, newly added
or newly ported phone number.

3.5 Re-Activation Required if You Change Your Number - 911 Dialing
does not function if you change your phone number, unless and until you successfully
register your location of use for each changed phone number.

3.6 Disclaimer of Liability and Indemnification - We do not have any
control over whether, or the manner in which, calls using our 911 Dialing service
are answered or addressed by any local emergency response center. We disclaim
all responsibility for the conduct of local emergency response centers and the
national emergency calling center. We rely on third parties to assist us in
routing 911 Dialing calls to local emergency response centers and to a national
emergency calling center. We disclaim any and all liability or responsibility
in the event such third party data used to route calls is incorrect or yields
an erroneous result. Neither EldanCall nor its officers or employees may
be held liable for any claim, damage, or loss, and you hereby waive any and
all such claims or causes of action, arising from or relating to our 911 Dialing
service unless such claims or causes of action arose from our gross negligence,
recklessness or willful misconduct. You shall defend, indemnify, and hold harmless
EldanCall, its officers, directors, employees, affiliates and agents and
any other service provider who furnishes services to you in connection the Service,
from any and all claims, losses, damages, fines, penalties, costs and expenses
(including, without limitation, attorneys fees) by, or on behalf of, you or
any third party relating to the absence, failure or outage of the Service, including
911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any
user of the Service to be able to use 911 Dialing or access emergency service
personnel.

3.7 Alternate 911 Arrangements - If you are not comfortable with the
limitations of the 911 Dialing service, you should consider having an alternate
means of accessing traditional 911 or E911 services or terminating the Service.

4. Equipment and Devices
To provide Services, EldanCall may provide equipment or IP devices to Customer
("Equipment"). All shipments are F.O.B. EldanCall's facilities.
You shall be the owner of the Equipment, and bear all risk of loss for theft,
casualty, or damage to the Equipment from the time it is shipped until the time
(if applicable) that it is returned by you and accepted by EldanCall as described
in Section 4 below. Customer agrees not to change any serial number or Equipment
identifier, or to alter any Equipment without the express written consent of
EldanCall. EldanCall reserves the right to terminate Customer's service
should you tamper with the Equipment and you will be responsible for all charges
in the then current service period plus a disconnection fee. Equipment is a
new or fully inspected, tested and warranted return unit.

5. Service - Canadage
Canadage must be consistent with normal residential use for one household. EldanCall
reserves the right to monitor Canadage for possible abuse of service. If any Canadage
in excess of 3000 aggregate minutes per month, EldanCall reserves the right
to immediately terminate or modify the service. If EldanCall determines,
in its sole discretion, that Customer's Service is being used for non-residential
or commercial use, EldanCall also reserves the right to immediately terminate
or modify the Service. Customer agrees to use the Service and Equipment only
for lawful purposes. Customer aggress not to use the Services for any communication
of any kind which in EldanCall's sole discretion would constitute and criminal
offense or otherwise constitute a violation of any local, state, federal or
international law or encourage conduct which would violate any such law.

Customer may not resell or transfer the Services or the Equipment to any other
person without the prior written consent of EldanCall, which consent may
be withheld in EldanCall's sole discretion.

Customer understands and agrees that the Service is not a telephone service.
Important distinctions (some, but not necessarily all, of which are described
in this Agreement) exist between telephone service and the Service offering
by EldanCall. The Service is subject to different regulations than telephone
service. This treatment may limit or otherwise affect your rights to redress
before Federal or State agencies.

6. Charges, Billing and Payment
Credit Card Payment -EldanCall accepts payments only by credit card.
Customer must provide EldanCall a valid credit card number from an accepted
issuer (see EldanCall's website for accepted issuers). Your initial use of
the Service authorizes EldanCall to charge the credit card number ("Credit
Card") for all charges arising from Customer's use of the Services. The
Customer shall notify EldanCall of any change to the Credit Card information
including, without limitation, changes in account number, expiration date and
billing address.

Invoicing - A monthly on-line invoice will be provided by EldanCall
for Services and all charges invoiced will be billed to the Customers Credit
Card. Charges shall include, monthly service fees, equipment purchases, shipping
charges, Canadage fees, disconnection fees, toll charges, taxes and all other
applicable charges. Monthly service fees are paid in advance of each month's
Service. Toll charges and other applicable charges are billed at the end of
each service month. If applicable, deposits are charged at the time of purchase.
EldanCall reserves the right to charge the Customer's Credit Card at any
time during a service month if Customer's toll charges exceed $30.00. Billing
for monthly service fees, deposits and other applicable charges commences upon
purchase of Services. The first month's monthly service fees will be prorated
to take into account any partial month of Service. Activation occurs when Customer's
Equipment is registered to EldanCall's systems ("Activation").

Toll Charge - All calls using the Services that originates or terminates
in the Public Switched Telephone Network ("PSTN"), are subject to
the then applicable toll charges that are associated with the service plan Customer
has selected. All calls to parties that are not an EldanCall Customer and
are in destinations outside Canada will be charged at the then current international
rates published on EldanCall's website. The duration of each call will be
calculated in one minute increments.

Telephone Numbers Any telephone numbers provided by EldanCall to
the Customer shall be leased and not sold. Customers may not use such numbers
with any devise other than the Equipment without the express prior written consent
of EldanCall. It is sole discretion of EldanCall to change, cancel or
move the numbers.

Billing Disputes - The Customer must dispute any charges for the Services
within thirty (30) days of receipt of the monthly on-line invoice. The Customer
understands and agrees that their failure to dispute any charges with the thirty
(30) day time period constitutes a waiver of all claims to any dispute.

Late Payment, Non-Payment - EldanCall may suspend or terminate
the Services for nonpayment. All accrued charges shall immediately be due and
payable, to include a late fee of the lesser of 1.5% or the maximum allowed
by law. Customers will be charged a fee of ten dollars ($10.00) if charges cannot
be processed to the Credit Card. Neither suspension nor termination shall relieve
the Customer from the obligation to pay all amounts owing under this Agreement.

Taxes - Prices, rates and fees for Service and Equipment do not include
sales, use, excise, local, federal or state, value added, customs duties, public
utility or other similar taxes. The Customer will pay all such taxes, which
are applicable, and they will be added to any amounts otherwise owed by the
Customer under the Agreement. No taxes shall be included in any refund to Customer
under the Agreement.

Credits The Customer acknowledges and agrees that the Services are
provided "as is, where is". No credit allowances shall be made for
interruption of Service.

Promotions - EldanCall may, in its sole discretion, from time to
time offer promotions or discounts. The Customer must enter any promotion or
discount codes upon initial purchase of the Services to receive the promotion
or discount.

7. Termination of Service
EldanCall reserves the right to suspend or discontinue the Service at any
time and for any reason. If the Service is terminated by EldanCall in its
sole discretion and for any reason other than a breach or action of Customer,
you will be liable for all charges accrued through the date of termination.
If the Service is terminated as a result of a breach or other action of Customer,
you will be liable for the entire month in which the termination occurs, unbilled
charges and a Disconnection Fee as set forth in Section 8 below and all such
charges shall be immediately due and payable.

The Customer agrees to provide EldanCall thirty (30) days notice of the
Customers intent to terminate the Service. The Customer shall be responsible
for the full monthly service fee for the month in which notice of termination
is received. A Disconnection Fee may apply to termination as set forth in Section
8 below.

If EldanCall does not receive the returned Equipment within fifteen (15)
days after the termination date, the Equipment Charge of $59.99 will be charged
to Customer's credit card.

8. Disconnection Fee
If Customer terminates the Service within twelve (12) months after the expiration
of the Trial Period, EldanCall shall charge a Disconnection Fee in the amount
of thirty nine dollars and ninety five cents ($39.95). The Disconnection Fee
shall be waived after Customer utilizes the Service for twelve (12) consecutive
months after the Trial Period.

9. Changes to the Agreement, Services or Plan
EldanCall reserves the right to change the Agreement, Services or Plan at
any time ("Change"). Changes will be posted on EldanCall's website
thirty days before the effective date of the Change. Notice is deemed received
by Customer and Changes will be binding to the Customer on the date such Change(s)
is posted on the website. The Customer is deemed to have accepted the Change(s)
unless the Customer terminates the Service prior to the effective date of the
Change or uses the Service after the effective date of the Change. If Customer
elects to terminate the Services, the Customer will be liable for all amounts
due and a Disconnection Fee, if applicable. The Customer may, at any time, request
a change of Plan subject to charges associated with such change of Plan. EldanCall
may reduce its prices for Services or Plans without prior notice to Customer.

10. Technical Support
Technical support for Services and Equipment will be provided by EldanCall
during normal business hours as described in this Agreement.

11. Limitation of Liability, Warranty and Indemnification
THE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT EldanCall, ITS AFFILIATES,
SUBSIDIARIES, PARENT COMPANIES, PARTNERS, AGENTS, NETWORK SERVICE PROVIDERS,
OR EMPLOYEES SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES
FOR LOSS OF PROFITS, LOSS OF DATA OR CONTENT, OR ARISING OUT OF 9-1-1 OR OTHER
EMERGENCY DIALING IN CONNECTIONS WITH CUSTOMER'S USE OF THE SERVICES OR EQUIPMENT
PROVIDED UNDER THIS AGREEMENT.

EldanCall MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ABOUT ITS
SERVICES OR EQUIPMENT AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION, WARRANTIES OR IMPLIED WARRANTIES OF MECHANTABILITY OR FITNESS FOR
A PARTICLUAR PURPOSE OR USE. EldanCall HAS NOT AUTHORIZED ANY PERSON OR ENTITY
TO MAKE WARRANTIES ON ITS BEHALF AND CUSTOMER MAY NOT RELY ON ANY STATEMENT
AS A WARRANTY BY EldanCall.

Liability. The customer understands that EldanCall will not be liable for
any failure of performance due to any causes beyond its control or for any internet
interruption, power outage, and Equipment failure, delay in installation, activation
or commencement of the Service. EldanCall's liability shall be limited to
the lesser of actual damages or one thousand dollars (1,000). EldanCall will
not be liable for any act or omission by any other person or entity furnishing
services or products related to the Services or Equipment or for damages associated
with Service or Equipment that EldanCall does not provide.

Indemnification. Customer hereby agrees to indemnify and hold harmless EldanCall
and its officers, directors, shareholders and affiliates from and against any
and all claims, damages and/or liability arising out of the Services or Equipment,
including, without limitation, claims for libel, slander, invasion of privacy
or infringement of copyright arising out of material, data or information transmitted
via the Services and claims arising out of any intentional act or omission by
Customer or others authorized by Customer to use the Service.

12. Governing Law and Dispute Resolution
Governing Law. This Agreement shall be governed by in accordance with the laws
of the State of Ontario, Canada, excluding its conflicts-of-law rules. The Customer
hereby consents to exclusive personal and subject matter jurisdiction of the
courts of the Province of Ontario.

Mandatory and Binding Arbitration - All claims or disputes between
Customer and EldanCall arising in any way whatsoever out of the Services
or the Equipment shall be resolved by binding and final arbitration by a single
arbitrator. The American Arbitration Association shall administer the arbitration
under the Commercial Arbitration Rules. The arbitration shall be conducted in
Toronto, ON in the English language. No arbitrator may award relief outside
the limits set herein. Customer agrees that all claims shall be in Customer's
individual capacity and that Customer will not commence or join any class or
consolidate Customer's claim with the claims of any person or persons. Customer
hereby waives any right to a jury trial.

13. Copyrights
All software utilized or provided by EldanCall in connection with the Services
or Equipment shall be and at all times remain sole property of EldanCall
and are protected by copyright laws and international treaties.

14. Force Majeure
EldanCall shall not be liable for any delay in performance caused by acts
of God, natural disasters, accidents, strikes, riots, war, government actions,
equipment or power failures or any other cause beyond its control.

15. Assignment
The Customer may not assign or transfer this Agreement or its obligations hereunder
in whole or in part. EldanCall may assign this Agreement at in time and in
its sole discretion.

16. Entire Agreement
This Agreement constitutes the entire understanding and agreement between EldanCall
and the Customer and supersedes all prior written or oral agreements related
in any way to the subject matter hereof.